Mineros S.A. (MINEROS) Earnings Call Transcript & Summary

There are still people registering. We have sufficient quorum to make decisions valid. A little bit to reward those that were sharp in time. We're going to get started. Before giving the mic to the Chairman of the Assembly, I would like to give you some clarity about something. The role of management in an assembly like the one we have today is to look for all the ways possible so that shareholders can exert their rights, not to be violated and lose any rights. For this reason, we have lawyers present that have been helping us to understand this process. As you all will know, this is very typical assembly for Mineros for those special conditions. And that's why it's possible that during the assembly, we may breaks to consult the lawyers. So we ask you for patience, we have to consult before answering a question, you can expect that because we want to do it in the best way possible, responsibly as management, which is our responsibility. So that when you make decisions, you do it with all the information, with all so you can exert your vote without anyone violating or without having partial or insufficient information.

Good morning, everybody. I am Alberto Mejia. For me, it is a pleasure to be here to preside this assembly more than anything because 50 years ago, my father, Jorge Mejia Salazar was one of the founders and the force behind this company. Among many of you -- with many of you, I declare these shareholders assembly open, Mrs. Secretary, please read the agenda for today.

Good morning, everybody. The agenda for today for the ordinary assembly: First, verification of quorum and installation of the assembly; second, approval of the agenda; third, designation of the revision and approval of the minutes commissioned; fourth, reading the management report; five, presentation of separated and consolidated financial statements as of 31st of December 2023; sixth, reading the external auditor's report; seventh, approval of the management report; eight, approval of financial statement separate and consolidated as of 31st of December 2023; ninth, presentation approval of the dividend distribution project; tenth, a consultative vote of the Board of Directors; eleventh, election of the Board of Directors for the period 2024, 2025; twelfth, fees for the Board of Directors. Number one point in the agenda, verification of the quorum. I point out that this assembly was called in the legal statutory terms through publications in the website and in the press in February 20, [ 11, 18 ] of 2024. As for the shares listed in TSX, we have notified an access according to the applicable laws and we've made available to shareholders all the required documentation. Unless there are any objections, I propose that we -- I certify that we presented verification that the notification has been done according to bylaws and Canadian compliance of roles. Once all the shares are in the credentials expedited for this meeting, I report that their full year accredited 199,146,070 shares, that are equivalent to 66.67% of shares in circulation. Therefore, there is sufficient quorum to deliberate and make decisions valid. I also report that nor managers, nor employees of the companies are representing any foreign shares or -- so we are -- so we declare open this assembly. At the end -- and when you register, you received a QR code and some voting slips. Please preserve those documents because they could be necessary for voting during this meeting. I report to shareholders that the current meeting is being recorded and has transmission through streaming in the website of the company. Secondly, approval of the minutes.

Shareholders, the votes of the assembly will be carried out by acclamation as long as possible. I will kindly request you to raise your hand in case you're not in agreement with one of the decisions being taken. Does the assembly approve the agenda? Yes. Anyone against it? So it is so approved. Thank you very much.

Third, designation of the commission to review and approve the minutes of the assembly.

I put to the consideration of assembly, Beatriz Uribe de Uribe, Catalina Torres as the delegates to make up the commission, to review and approve the minutes. Do you approve this delegation for the review of the minutes? Anyone that opposes it? So it is so approved. At this point, we report to the assembly that we will receive -- so that [ Mr. Francisco Pamplona ] integrates the commission for the verification of the scrutinies. They are taking into account that according to the internal regulation of the assembly, the elections, the commission to supervising the ballot would be made by the secretary that with -- as per the regulation approved by the assembly, can request the accompaniment of the external auditor. And we propose that the assembly allows Mr. Pamplona to accompany the commission in charge of as an observer. Does the assembly approve this proposition? Anyone in disagreement? So it is so approved.

Fourth, reading the management report.

Because of changes in current legislation that the complete text of the management report has an extension of 130 pages approximately, and it was available of all the shareholders during the period for the exercise of the inspection right. Considering the above, the President of the company, the CEO of the company, will present as follow a brief summary of the most relevant aspects of this period. Mr. Chairman, Mr. CEO, go ahead.

Dear shareholders, this year, the management report was prepared according to Circular 012 and 031 of 2022 of the Financial Superintendency of Colombia. Today, we will present -- I will present a summary of activities and results of this exercise of 2023. Nevertheless, there's a full document, you'll find it in the printed book that we put in your seats and in the financial -- the separate financial statements that we published in the website since February '15. Let's begin with general aspects of Mineros. We are mining -- gold mining company with headquarters in Medellín. We diversified operations in productive stage and development stage located in Center and South America, Central America. Our mines and operations are in Nechí Alluvial Property in Colombia and Hemco in Nicaragua. In addition, we have a series of projects -- of growth projects such as Porvenir, which are in pre-feasibility stage, Luna Roja exploration front in Nicaragua and we have 20% property in La Pepa Project in Chile. We have 50 years of experience, which will be -- November will be our anniversary, and we are listed under MINEROS symbol in Colombia Stock Exchange and MSA in TSX in Canada. Risks -- legal risks and legal processes, there is no processes where we are part of that we have the capacity of materially affecting the operation or financial situation. In risks, we can find detailed information in the printed document. One I mentioned, the main ones. Risk in the price of precious metals. The gold price that we sell is determined in the international market, and we have no impact whatsoever in it. So we manage this risk through hiring through financial derivatives and hedging so we can guarantee stability of revenues and tight margins. The second risk is that we operate in complex and difficult geographies, which exposes us in some points to changes in the rules of the game or changes in macroeconomic policies that can impact our competitiveness. This risk -- we look to mitigate this risk being in several geographies. That's why we are in Colombia and in Nicaragua. That's why we were in Argentina, where we should -- where we withdrew but it's a way of mitigating risk is to be in several geographies. That's why we are also in Chile. Third risk, our operations are exposed to high threats and vulnerability to weather and climate. We've had impacts of hurricanes in Nicaragua, and as you will realize, when we talk about relevant facts and events, we did -- so we stopped operations in Nicaragua precisely to better prepare the operation for the hurricane season where there was no serious risk. Let's go on to relevant events in the year ending. In March 10, we had to stop operation in our Alluvial mine in [indiscernible] because of protests of informal -- formal miners. The interruption was 2 weeks and affected the operation of Colombia in the first quarter. Nevertheless, it is to be emphasized that during the rest of the year, we were able to compensate these non-produced ounces and we were able to reach our production goal for 2023, and we exceeded production of 2022. On March 16, we published the results of the study -- of pre-feasibility study of Porvenir. According to the study, Porvenir would increase significantly the useful life of operation in Nicaragua, going from 5 to 3 years from -- and adding 57,000 ounces. On May 29, we finished the strategic alliance for exploration with Royal Road in Colombia and Nicaragua. It was a friendly agreement where we kept the properties that we were exploring in Nicaraguan Royal Road with the properties in Colombia. August 2, we had the suspension of our main plant in Hemco during 2 weeks, and the suspension that I talked about, this expansion was preventive. What we're looking for during these 2 weeks, increasing the toxification of the plant. It had a delay due to COVID because a great part of the machinery are under order and to raise the tailings dam, to be prepared for those seasons, we fulfilled this. We achieved this. We impacted the production during the third quarter because of these works. We didn't have enough time, though, to recover that production because it was very close to the end of the year. But anyway, we ended up the year close to the expected production range that we had communicated to the market disclosed to the market for the year. And to close relevant events since September 7, we sold Gualcamayo mine in Argentina. As you can see, as we had said, it was a very hectic challenging year but undoubtedly, we came stronger out of it. Performance of the stock exchange. In the slide on the screen, you can see the behavior of the shares in Colombia Stock Exchange on the left and TSX on the right in Canada. In Colombia, on the left, the price is stable in 2022, with 1,000 -- price of [ COP 1,835 ] and Toronto, the price has a reduction of 10%, closing at CAD 0.65. I shared with you that the number of transactions and the movement in Canada, there were 20 -- this year, we closed with $27.4 million. There's a lot to do. There's a long way to go. I want to give you ease of mind that we will continue working to increase the liquidity of the shares in TSX this year. For example, we signed an agreement with Renmark which is a company dedicated to financial communications with which we made a virtual presentation of Mineros. Every month, we continue looking for new ways of unlocking the value of Mineros for you. Mineros' value of gold price. In 2023, gold closed $2,063 per ounce showing a 12% increase vis-a-vis 2022. During the year, the price increased from 1,000 -- the floor was $1,811 and the ceiling of $2,077. During the year, the price was influenced mainly by monetary policy of central banks and of different economies in the world. Financial performance and operational performance. Alan, the CFO, is going to talk about the consolidated and separated financial statements. So I'm going to talk quickly about performance. Gold production decreased 13% versus 2022. This is explained because of Gualcamayo. Continuous operation revenues, continued operation in Colombia, Nicaragua reached COP 1.9 trillion, growing 9%. Gross, there was a 12% increase of continued operation. While the loss of discontinued operation was COP 233 billion. Alan will explain what is the makeup of that loss. As far as unit cost, the cash cost and the all-in cost increased 7%, explained by higher operational costs given the revaluation of the peso and higher gold price that affects buying artisanal gold and artisanal material, and more investments in sustainment and maintenance. Going to liquidity perspective. We have a healthy cash flow, thanks to a higher flow of cash coming from operations, and since we have a strategy of straight control of cost control and cost optimization. There's good investments. During 2023, additions of property, plant and equipment and intangibles, including this discontinued operation added COP 2,088 billion, which is a reduction of 24% vis-a-vis investments in 2022. Investment were financed with our own direct resources in Colombia. We invested close to COP 75 billion, destined to sustenance, exploration, leasing vehicle and additions to property, plant and equipment. In Hemco, Nicaragua, we invested about COP 178 billion, approximately in exploration, increasing the capacity of the dam and also sustenance tenants and leasing of mining vehicles. In Gualcamayo, Argentina, we made investment close to COP 33 billion between January and September when we sold the operation. Exploration and growth. Exploration indeed was focused on the replacement and expansion of mineral resources and mineral reserves located inside or outside of our operational mines, or close to our operational mines. In exploration front, in zones of our mining grades, which have been little explored. As I mentioned at the beginning, our most advanced project is Porvenir in Nicaragua. After obtaining positive results in the pre-feasibility study this year, we have continued drilling with the objective of increasing metallurgy levels. So as you see, we continue exploring near France, near to our current operation, looking to increase and improving the category of our reserves and mineral resources. Guidance, estimates. Production estimates or guidance. This is a custom in [indiscernible] market. Companies give an estimate or guidance for every year. The guidance is an indication of how we expect the performance to be in 2023, in terms of production, cash cost and all-in sustaining costs. For this year 2024, we're projecting a consolidated production between 209,000 and 229,000 ounces. This anticipates a stable production in our 2 operations in Nicaragua and Colombia. What's expected in the mining operation as production is stable in time unless there's -- unless new projects kick in or acquisitions are made. So this means that it's unlikely that we have an increase in guidance until we don't incorporate Gualcamayo. For 2024, we estimate a cash cost in a range between 1,000 -- $1,880 and $2,000 and all-in sustaining cost, AISC up to -- the cash cost and AISC is expected are similar to 2023, given the fact that costs have been pressured by the high revaluation of the Colombian peso and the price of high elevated cost that elevate the highest price of gold that affects the price of artisanal. Porvenir is in pre-feasibility. We're working on feasibility, and only when feasibility is positive, we will present that we'll have to make the decision that the Board of going ahead with the investment or not. Social responsibility or CSR. In the package that you have in your seats, we included a summarized version of the sustainability memoirs, including the most relevant data of our management of our process, and we have the full memoirs in the website of Mineros in the section of sustainability. I invite you to read it and learn a little bit more of everything we do in sustainability and protecting our stakeholders. Several miscellaneous topics. The press release includes clauses, for example, operations with related parties, including the payment to the Colpatria Insurance Company and Royal Road according to the agreement certifications of managers and the Board of Directors where we certify the compliance of all the regulations of intellectual property and payment to employees and social security and the free circulation of the invoices issued and the report of the [indiscernible] survey, as you see in the chart in the slide. The Board of Directors and management. Management thank the effort and dedication of our employees, workers as well as their commitment to the achievement of the targets that we have set ourselves. Eduardo Pacheco Cortés, Lucía Taborda, José Fernando Escandón, Dieter Jentsch, Nicolás Durá, Mónica Jiménez, Alberto Mejía Hernández, Sergio Restrepo Isaza and Juan Carlos Páez Ayala. With this, I end this summary. I finalize the summary of the period, and I give back the mic to the Chairman of the Assembly.

Thank you, Mr. CEO and Secretary. Fifth point, presentation of separate and consolidated financial statements as of December 31, 2023. Mr. Alan Wancier, CFO, will give you a brief explanation of the financial statements that were made available to all shareholders more than 15 days -- working days before this meeting. After we will open a Q&A session as we did last year and because of social responsibility, the book through a QR code, you can go with this QR code to the consolidated notes that were available to all the shareholders in the terms of law and they're available, complete, in the website of the company. I give you the mic.

Good morning, everybody. Let's begin with the consolidated financial statements. The revenues grew by 9%, reaching COP 1.9 trillion, benefited by higher price of gold more added to an increase of 83% in silver sales. Costs were increased by 8%, getting to almost COP 1.3 trillion, explained mainly by more purchases of artisanal mineral given the increase in gold price and more labor costs, services and maintenance. Gross profits were close to COP 628 billion, which represents an increase of 12%. Administrative expenses were reduced by 4%, explained by less expenses in services, insurance and lower taxes, which were countered -- partially countered by more payments in salaries and employee benefits. The increase of 13% in other revenues is mainly due to the difference in foreign exchange, which was partially countered by more additional other revenues especially the insurance payment of [indiscernible] contingency in 2023. The result of continuous operation that is without Gualcamayo, without Argentina had an increase of 17%, close to COP 301 billion. I remind you that the data from 2022 have been reexpressed, restated to reflect in a comparative fashion Gualcamayo as a discontinuous operation according to applicable accounting practices. The loss of discontinued operation corresponds to Gualcamayo and is made up of the net loss of the operation amounting to COP 100 billion added to the asset loss COP 133 billion. The net -- total net profit was COP 68 billion, which is an increase of 258% compared to 2022. Now let's take a look at the general consolidated balance. The movements of the balance reflect the sale of Gualcamayo. Assets of the company were reduced in 31%, getting to COP 1.9 billion, explained by lower inventory of minerals in process and lower plant and equipment. The reduction in gold inventories is directly related to the sale of Gualcamayo since it was the only operation with these inventories. Liabilities were reduced by 47%, getting to COP 600 billion -- close to COP 600 million. This reduction is due to less credits and less loans, less accounts receivable and less deferred taxes -- less accounts payable and less deferred. Net equity is 21%, getting to 1.3 million -- explain COP 1.3 billion due to the loss of Gualcamayo. Variations in the exchange rate and the dividend decrease. -- and the decreased dividends. As far as cash and equivalents and cash equivalents during 2023. Cash and cash equivalents decreased close to 9%. Net cash flow is coming from operations -- operational activities generated close to COP 389 billion, explained by gold sales close to COP 2.2 billion, which were countered with offset by payments to vendors, payment to employees and social security agencies. COP 367 million and income tax of COP 114 billion. Cash used in investment activities was COP 203 billion distributed mainly in property, plant and equipment purchases COP 191 billion, on outlays -- cash outlays related to exploration projects, COP 31 billion. Finally, the cash flow used in financing and funding activities was COP 198 billion, made up by the payment of -- dividend payments COP 89 million -- 89 billion and of financial obligations amounting to COP 77 billion. Now a brief explanation of the separate financial statements or financial results. In 2023, revenues decreased 62%, reaching to COP 198 billion, explain greatly because we didn't carry out gold sales and silver sales from Mineros. Let's say it directly in the second and third quarter of the year because Gualcamayo started to sell directly its gold during this time. For this reason, costs were reduced by 68%, getting to COP 155 billion. Revenues through participation of the subsidiaries in 2023 increased by 165% compared to 2022, reaching close to COP 86 billion, explained mainly by more profits in the Alluvial segment and not having additional affectations from Argentina given the sale of Gualcamayo. The gross profit increased by 89%, getting to COP 129 billion, thanks to the higher revenues through participation method. Administrative expenses decreased by 4%, reaching COP 60 billion, helped by lower expenses in services and less insurance and less maintenance expenses. The other revenues grew by 168% -- 164%, explained by the difference in exchange rate, a lower financial outlays, which were countered or offset partially by lower expenses in exploration. The net result of year had an increase of 220%, reaching COP 61 billion, benefited by the participation method, revenues and cost controls and optimization by management. I finalize with a general separate balance. The assets of the company decreased 24%, getting to COP 1.4 billion -- explain COP 1.4 trillion because of lower investment in subsidiaries after the sale of Gualcamayo, added to lower cash and cash equivalents and lower accounts receivable and the subsidiary companies. Liabilities decreased by 51%, reaching COP 101 billion, lower payments to related companies, less derivatives and less -- and lower credits and loans. The net worth was reduced by 21%, getting COP 1.3 trillion explained by other accumulated results. With this, I finalize the presentation of financial results of Mineros for 2023. I give back the floor to the Secretary of the Assembly. Thank you very much.

Thank you very much. Are there any questions about the financial statements? No? Mrs. Secretary, let's go to the 6th point in the assembly.

Sixth, reading of the report from the external report from the auditor.

External auditor, Olga from Deloitte, which is the external auditor and she is going to read her report about financial -- separated financial statement and consolidated statements of the company and the year ending December 31, 2023.

Good morning, everybody. The reports of the auditor will be found in Page 39 and 51 of the book that you have in your seats. The book that was in your seats. I'm going to quickly read the consolidated report, the separate report is in the same terms. To shareholders of Mineros S.A., I've audited the consolidated financial statements of Mineros S.A. and subsidiary companies, what we will call "The Group", which encompass the consolidated financial situation as of 31st of December 2023, and the results and other comprehensive results, changes in net worth and cash flows in the year ending in that time, on the notes of the financial statements, including information about the accounting material accounting policies. In my opinion, financials, consolidated financial statements present reasonably in all material aspects, the real financial situation of the group as of the December 31, the result of its operation and its cash flows in the year ending in that date, following and complying financial law and accounting rules in Colombia. I have carried out all my audit according to accepted rules of accounting. My responsibility according to this regulation is described later in the Responsibility section. I am independent from the group according to the ethical requirement relevant for my audit of the financial statements in Colombia, and I have complied with the other responsibilities of ethics and compliance with all requirements. I consider that the evidence of the audit obtain is sufficient and enough to provide a reasonable base to express my opinion. Key audit issues are those issues that according to my professional judgments were of the utmost importance and were fully reflecting reality. And during my assessment of the statements and in the forming of my opinion of this, I do not express a separate opinion but by unified opinion. The Gualcamayo was the main issue. Gualcamayo sale, as we said in the notes 21st of December 2023, the group celebrated the sale agreement of Mineros Argentina S.A and encompasses the operations in Argentina, segment of Gualcamayo for the year ending in 21st of December 2023. The net loss for discontinued operation was COP 232.27 billion, including the result of the sale of this segment. The group accounted for it according to International Accounting Rule 1005, nonrecurring assets for the discontinued operation that requires the presentation of the loss or win until the sale as well as the loss or sale of the investment as discontinued operation in the consolidated financial statement. Identified the continued operation as a key audit issue, given the size and scope of the transaction and the high level of -- and the sufficient objectivity to understand when it was discontinued according to the rule, which requires the usage of technical -- technical interpretation of the accounting rule and a high degree of scrutiny from the auditor. The process is related to discontinuous operations, including amongst others, to prove the comprehensiveness and validity and correctness, reading the Board of Directors meetings where this transaction was approved, inspect the sale agreement to get -- to include all the assets in the transaction and the correctness and accuracy of all the information in the operation, and to evaluate with the help of our specialists of complex accounting, the application of Law 1005 for the application of continued, discontinued operation and other disclosures of the management, which are completely appropriate. Management is responsible for the preparation and correct presentation of their consolidated financial statements following accounting rules and financial information excepted in Colombia, and the internal control that management considers relevant for the preparation and presentation free of significant errors being because for fraud or error to design appropriate practices and establishing accounting estimates that are reasonable in the current circumstances. When preparing financial -- consolidated financial statements, management is responsible to evaluate the [indiscernible] of the group to continue to be deemed as an ongoing concern. And using the accounting principle of ongoing concern and unless the intention of liquidating the group or selling or another realistic alternative. Those responsible of governance are responsible to supervising the process to report the financial information of the group. My objective is to obtain reasonable opinion that consolidated statements are free of material error due to fraud or error and to issue an audit report that contains my opinion. Reasonable means that doesn't guarantee to detect always a material error when it exists. Errors can be due to fraud or error. If we consider the material individually or together, we expect them that reasonably that they have influence in the economic decisions based on financial statements. As part of an audit according to international rules accepted in Colombia, I apply my professional judgment and maintain an attitude of objectivity during the entire audit. Similarly identifying and evaluate risk of material error of financial statements due to fraud or error, I design and apply audit procedures to respond to these risks and obtain evidence sufficient and adequate to provide a base and a foundation for my audit. The risk of not detecting an error due to fraud is more elevated than the case of material due to errors material because of manifestation or the illusion of internal control. I obtain information of internal control to design audit processes that are adequate according to the circumstances to guarantee effectiveness of internal control, I evaluate and applied practices and estimates and disclosures made by management. I conclude -- the right utilization of the ongoing concern on the audit, I conclude that there is no material uncertainty or any circumstances whatsoever that can put in doubt the capacity of the Group's continue as a ongoing concern. If I conclude that there is a material uncertainty, I would have to report it in the audit, about the information revealed in the consolidated statement or if this -- I would explain -- present a modified opinion. My conclusions are based on relevant conditions and future conditions might lead to not being an ongoing concern. I evaluate the structure and content of consolidated statements, including the review of the information, any financial statements represent transactions and relevant events in a way that they obtain a reasonable opinion. I have enough evidence about the information received or from the activities in the group to express a valid opinion about the consolidated statements. I am responsible of supervision of the audit and the Group. I -- being the only responsible for this opinion, I communicate to all in charge of governance, amongst other issues, the scope and timeliness of the audit and significant results. And I would have mentioned this in my report, if I would find anything abnormal and declaration about the compliance of the relevant ethics, principles vis-a-vis the independents and I communicate everything, all relations that we can reasonably expect might affect my independence and the corresponding safeguards. From the issues communicated to those in charge of governance, I declare these most important aspects in the current period. Therefore, are the key issues that were audited. I described these issues in my audit report, unless the law regulation forbid it. So when in extremely strange -- rare circumstances, they might not be communicated because reasonably, they might expect that the adverse consequences of doing would be worse than the benefits of the public interest, or benefit financial statements as of ending in 2022, we're also audited by me and in my report in February 17, 2023, signed Olga Liliana Cabrales, designated by Deloitte & Touche, 14th of February 2024. Thank you very much.

7th, the approval of the management report.

Before continuing with the approval of the management report, we have -- let's say we have 247,336, 000 shares were presented, which is equivalent to [ 85% ] of shares in circulation. Does the assembly approved the consolidated managed report for 2023? Anyone that is in opposition? So it is so approved.

Eighth, approval of separate financials and consolidated financial statements as of 31st of December 2023.

Does the assembly approved the financials consolidated and separate financial statements with -- Dated 31st of December 2023. Anyone in opposition? I'm sorry, Dieter, he's not using the mic, so I'm not able to follow what he's saying. I am sorry, sir, I am not able to get his...

José Fernando Llano abstains and Eduardo Pacheco abstains. Yes, exactly. As representative of José Fernando Llano and Eduardo Pacheco, since they are legally limited to vote in the financial statement, is simply abstain to vote in this point of the agenda. Thank you very much.

Very well. Thank you. So we take -- we took due note of that. Ninth, presentation and approval of the dividend distribution project. Mrs. Secretary, please read the proposition about the distribution of dividends.

Profits of 2023 reached $15,441,121, we propose to bring these profits to reserves. According to the information published by the company, management proposed the following distribution of dividends: first, to bring $26,976,000 for -- that would be $0.09 divided into $0.075 as ordinary dividend and $0.015 as extraordinary dividend. The ordinary dividend and extraordinary would be paid in the following fashion: in 4 quarterly payments of $0.01877 and for extraordinary payment on a quarterly basis of $0.0375. Notwithstanding the Board of Directors in this morning's session, proposed to increase $0.1 to the extraordinary dividend. This amount will be paid at [ $0.25 ] per quarterly -- on a quarterly basis to a total an additional cent per share.

And in summary, the proposal of distribution proposed is the following: first, the ordinary dividend of $0.075 paid on a quarterly basis; second, extraordinary dividend of $0.025 per share paid on a quarterly basis. The non -- this will be updated in a proportional basis for tax purpose and would be -- they will be paid in the official exchange rate of the date of payment. This proposal corresponds to a total annual dividend of $0.09 on the dollar per share, which represents an increase of 28% vis-a-vis the dividend -- ordinary dividend paid during 2023. So it's an increase. Does the assembly approve this proposition? Anyone opposes? Anyone opposes? No, I'm sorry, correction. Before it was [ 28 ], but it's now [ 43.8 ]. So it's a big -- it's almost double, $0.10. Yes, $0.10, will be $0.10. Does the assembly approve the proposal? Anyone in opposition? It is so approved by unanimity. Thank you very much.

Tenth point, consultative vote of the Board of Directors.

In this point of the meeting, we subject to the consideration of the shareholders to modify the order of the points of the agenda to choose to elect the members of the Board before. Does the assembly approve this proposition of changing the order of the points? Anyone against? Thank you. So as a consequence, point 10 of the order of the day -- of the agenda will be the election of the Board of Directors for 2024 to 2025. I give the floor to the Secretary of the Assembly to express to the assembly what is related to the procedure of election of the Board of Directors.

Thank you, Mr. Chairman. At this moment, right now, we report to the assembly members that we received 5 lists from different shareholders in addition to the reelection proposal presented by management, which was published on the website. All the candidates were evaluated by the Board of Directors of the company in full, in compliant Colombian regulation, including Article 16.4 and 16.4 of the Best Corporate Governance Practice Code issued by the Financial Superintendency of Colombia and the Policy of Performance and Remuneration. The Board vetted including professional profile, diversity, independence competencies and conflicts of interest and in comparabilities. The list -- can you project? These are all the lists. According to what we indicated in Decree 3923 of 2000, the vote has to guarantee minimum members of the Board that should be independent, contemplated in the law and in the bylaws, with the case of the company, this should be 5. Taking into account that all the list presented, they present only independent candidates, it's correct to do a single vote. The quorum is still -- is the same quorum we announced before for the approval of the reports, it's 80-plus percent.

So it's subject to the consideration of the assembly, the list presented by shareholders, I repeat that we will do a single vote, a single vote. You have to vote only for one of the list, which has been projected. And you can vote in favor, blank or abstain. If you vote for more than one, the vote will be voided, if you vote for more than one, you have to vote for just one. Right now, we open the vote for the 9 members of the Board of the company. Please take the leaflet 1, and indicate your vote indicating your choice. If you don't mark any and you deposit it, we will post it as a blank vote. And if you don't deposit, your slip is considered that you abstained. The staff will go to you to receive the votes. If any of the shareholders has any question, please raise your hand. Please bring the mic over to the person over there. Yes -- sorry, I -- they didn't use the mic. Here are several -- yes, there are several slips because we thought there could be more list. So they could -- so we're prepared or divided election between independent and non-independent but it didn't happen. So we're going to use a single slip. You have to choose in that slip, who will you vote of those 6 list on the Board. You can go over there, you can get close to the screen here, you have only one slip 1. Slip 1, there's 2 slips, List 1, list 2, list 3, list 4, list 5 or list 6, you choose one and only one, otherwise, it will be voided. I'm going to read the list again, all right? In slip #1,, you're going to have 6 options to vote. I'm going to read every list. List 1 is the reelection proposed by management, reelection list. First, Eduardo Jentsch; second, Dieter Jentsch; three, José Fernando Llano; four, Nicolás Durán; five, Juan Carlos Páez; six, Mónica Jiménez; seven, Sergio Restrepo Isaza; eight, Alberto Mejía; nine, Lucía Taborda. List 2, is it okay? Okay. The staff is willing to help you. We have plenty of staff, if you have any question, if you need any clarification, raise your hand, and we will -- the staff will go to you and we will help you. Once we finish the vote, we will go to the scrutiny of the -- this could take about 30 to 40 minutes, this process. During this break, we just stopped the deliberation. Once we finish the assessment of the ballot, we will communicate the results to all of you in about 40 minutes. [Voting]

Please, go ahead.

My name is [ Felipe Rosco. ] I have a question, why did -- I imagine it's a [indiscernible], in list #5 and #6, why is it repeated in 2 lists? Why is [indiscernible]?

[indiscernible] because it's in a different order. Shareholders have the faculty of presenting several lists in different order and given with the electoral quotient system, you can choose in the order where they are. So that could be a strategy of the shareholders to have more security to get his list elected. [Voting]

[indiscernible] effective, we're going to close the vote in 2 minutes. We have -- so is someone missing, someone in house not voted, someone has not voted, please hurry up in the next 2 minutes, please vote, so that we can start the count. [Break]

All right. So I'm going to read the result of the ballot box. So I'm going to save the final makeup of the list. List 3, 55,000,334 shares. List 5, 46,611,206 shares voted. List 2, 46,316,446 shares. List 6, 45,662,273. List 1, 24,640,000. List 4, 23,882,226, and abstention 23,000 shares abstained. With the above, this is the makeup -- this would be the Board -- this would be the makeup of the Board of Directors for 2024-2025: Mr. Alberto Mejía Hernández; [indiscernible] Lucía Taborda; [indiscernible]; [indiscernible]; Eduardo Pacheco; [indiscernible].

Thank you very much. We can go to point 10 in the agenda. Point 10 in the agenda is the consultative vote following the compensation and performance policy for the Board. We request a nonbinding consulting vote for the members chosen for the Board of Directors.

Dear shareholders, as you know, these consultative vote is a practice adopted to comply to Canadian regulation, with which Board of Directors are voted individually, and the results of this vote are the ones that will be used for evaluation purposes according to Section 6b of the Election Performance and Compensation for the Board. If the majority doesn't agree with one member of the Board, his permanence would be evaluated. In a few minutes, you will be able to see in the screens, the profile of all the chosen or the elected members of the Board. They are ready. So this is a screen voting system. You go to the screens, the screens in the back, you can vote, you approve or not approve only 2 options, approve or don't approve the members of the board. The screens are right out in the back. If you'd like to go ahead, the staff will bring you the mic. Can you abstain? Yes. Of course, you can abstain. You're not forced to vote. I'm going to give you 30 seconds. If someone would like to go and vote or a minute, we'll give you a minute. [Voting]

Chairman, could you give me the name of each one of these persons with their second -- last name, with the second last name, please?

Yes, give me second. I'll give you update for that. While we complete, we can clarify what this is all about. This consulted vote came as a result of the conciliation efforts of the system or the voting system in Colombia and Toronto. It was sort of to -- in Toronto, every member is voted individually. In Colombia, no. So what we agreed and was accepted in TSX by the authorities when we made the proposal of the dual listing that there would be a consultive or consultative vote for the members. And this will be a message. This is a message for the Chairman and the Governance Committee, which is the one that nominates or appoints and validates candidates and to see how satisfied shareholders are with the different board members. If you don't know a member, well, you can abstain. You can certainly abstain. If you have an opinion, which is unfavorable based on the report where we talk about -- the report talks about attendance to Board sessions, or if you don't like a Board member period, you can vote against, if you don't like the profile. So it's very -- we know that it's difficult. It's more of an indication for the governance -- for the corporate governance committee, which is one that appoints -- nominates and appoints members to be in touch or in tune with the perception of shareholders. And it's an effort to reconcile the 2 big markets. We know it's different. It's not the norm. It's unusual but it is the result of having a dual listing in both stock exchanges. [Voting]

I ask the Secretary to continue with the agenda of the day, please.

Twelfth point, setting fees for the Board of Directors, Mineros Management Team.

The management team with a report from the Board with the support of the corp -- propose the fees, including committees to remain stable. All the fees are stable as we show in the screen in the 2 columns, current remuneration on the right-hand side column, proposed remuneration, to keep them the same. Honorable shareholders, do you approve the proposal? Anyone against? Thank you very much, by unanimous decision. Propositions on miscellaneous topics. Any proposal for any other discussion topic? Catalina, go ahead.

Thank you very much. Chairman, Ana, Alan, Andres. As represented -- the legal representative of Mercantil Colpatria, I would like to extend our deep respect to Mineros as fundamental access to promote economic growth, not only on [indiscernible] social and economic growth, not just in [indiscernible] country, from Grupo Colpatria, we maintain our commitment to continue working jointly and shoulder by shoulder with our partners to build a company to reach its maximum growth potential and its commitment to society and its shareholders. We also recognized the invaluable contribution of Antioquia and [ Medellín, ] that provide -- that are given to our history as a business group according to an organizational values, the relationship with all our stakeholders is focused on trust and respect principles that allow undoubtedly that a company like Mineros is a benchmark, a showcase for production, exploration, responsible exploration and production of gold. Together, I trust we will continue working for a prosperous and ethical future for this company, and we ratify a special gratefulness to our partners as well as our management and its employees, employees for all these years of joint work. Thank you very much, Mr. Chairman, for this space.

Thank you very much for those words. We will take note and your expression will be in the minutes. Any other proposition or comment? Having no more other subjects to address. We declare finish this meeting. Thank you very much. Thank you very much.