Parex Resources Inc. (PXT) Earnings Call Transcript & Summary

Hello, and welcome to the Annual Meeting of Shareholders of Parex Resources Inc. Please note that today's meeting is being recorded. If you participate in today's meeting and disclose personal information, you will be deemed to consent to the recording, transfer and use of the same. If you disclose personal information of another person, you will be deemed to represent and warrant to Computershare and the corporation that you first obtained all required consents for the disclosure, recording, transfer and use of such personal information from all appropriate persons before your disclosure. We'll have a question-and-answer session during the meeting. You can submit questions or comments at any time by clicking on the Q&A tab. It is now my pleasure to turn today's meeting over to Mr. Wayne Foo, Chair of the Board. Mr. Foo, floor the is yours.

Thank you, operator. Good morning, everyone. Thank you for joining us, and welcome to the Annual General Meeting of Shareholders of Parex Resources Inc. The meeting will now come to order. My name is Wayne Foo, and I am the Chair of Parex. With the approval of the meeting, I will also act as Chair of the Meeting. This year's meeting is being held in a hybrid format to allow participation of registered shareholders and duly appointed proxy holders who can attend the meeting in person or virtually through the Computershare Virtual Shareholder Meeting platform. Registered shareholders and duly appointed proxy holders attending virtually will be able to vote and submit questions and comments to the Computershare moderator to be read and addressed at the meeting. If you have a question or comment, please submit it through the Computershare virtual platform. Questions directly related to the motions before the meeting may be addressed during the meeting. All other questions will only be addressed during the question period at the end of the meeting. I would now like to introduce the other Directors who have joined us in person here today. I would ask that each Director stand when their name is called? Lynn Azar; Sigmund Cornelius, Bob MacDougall; Glenn McNamara; Carmen Sylvain; and Imad Mohsen, Parex' Chief President and Chief Executive Officer. I'd also like to introduce the other executives of Parex in attendance today: Eric Furlan, Chief Operating Officer; Cam Grainger, Chief Financial Officer; Mike Kruchten, Senior Vice President, Capital Markets and Corporate Planning; and Josh Share, Senior Vice President, Corporate Services. Attending the meeting virtually today, I'd also like to acknowledge Daniel Ferreiro, President and Country Manager of Parex Colombia and Katie Bernard, Vice President, New Ventures. I'd also like to take this opportunity to acknowledge Bob Engbloom and Lisa Colnett, who are retiring from the Board today. On behalf of all of us at Parex, I would like to extend our sincere thanks for your dedicated service and invaluable contributions. Your leadership and insight has been instrumental in shaping the direction of the company, and we are deeply grateful for your commitment over the years. I will ask Candace Herman to act as Secretary of the meeting and Donald Santini of Computershare Trust Company of Canada to act as scrutineer of the meeting. So that the meeting covers all business matters within a reasonable period of time. we have prearranged movers and seconders for certain resolutions. This procedure is not an attempt to discourage participation but merely a way to expedite proceedings. After the formal business of the meeting, I will pause to address any questions submitted through the virtual portal or in person, specifically related to the matters of the AGM. We've previously mailed to the shareholders the meeting materials and the financial statements of the company for the year ended December 31, 2024, and the auditor's report thereon. I direct that copies of the documents mailed to shareholders, along with the confirmation of mailing of such documents provided by Computershare, be kept by the Secretary with the minutes of this meeting. Further, the reading of the notice of the meeting has been dispensed with. Pursuant to the bylaws of the company, business may be transacted at this meeting if not less than 2 holders are present, owning or representing by proxy 25% of the shares entitled to be voted at the meeting. The scrutineer's report has now been received, and it shows that there is a quorum of shareholders present at the meeting. I declare that the meeting is regularly called and properly constituted for the transaction of business. We will conduct each vote by way of in-person ballot and by way of vote cast on the Computershare virtual platform. I understand that the scrutineers have tabulated all the votes received prior to voting cutoff. Thank you to our shareholders who have voted in advance. If you have previously voted, you do not need to vote again. By voting again, you will revoke any previous vote made prior to voting cutoff. I will now ask Computershare to open the balloting for registered holders and duly appointed proxy holders voting on the Computershare virtual platform for all of the resolutions. The polls are now open. At this point, all registered shareholders and duly appointed proxy holders attending the meeting virtually that have properly logged in with their control numbers or username and who wish to vote will be able to see on their screen all motions being brought forth at this meeting. These include a motion to terminate the meeting, which will be enacted after the announcement of the voting results on the matters considered at the meeting. Please register your votes by selecting the For, Against or Withheld buttons as applicable, next to each of the resolutions. If you are attending the meeting in person, you should have completed your ballot when you entered the meeting. If you have not yet submitted your ballot, please provide it to the scrutineer now. Details of the votes cast on all matters may be obtained from the secretary after the meeting. I direct that the scrutineers' report on all matters be annexed to the minutes of the meeting as a schedule. The first item of business is the presentation to the shareholders of the financial statements of the company for the fiscal year ended December 31, 2024, and the auditor's report thereon. A copy of the financial statements has been mailed to each registered shareholder with a copy also located on the Computershare dashboard page. The next item of business is to fix the number of directors of the company to be elected at the meeting.

I move that the number of directors to be elected at the meeting be fixed at 9 directors.

I second the motion.

Are there any questions from any registered shareholders or proxy holders? The next item of business is the election of directors.

I nominate Lynn Azar; Sigmund Cornelius, Mona Jasinski, Glenn McNamara; Carmen Sylvain; and Imad Mohsen, Jeff Lawson, Wayne Foo, Bob MacDougall, Glenn McNamara, Imad Mohsen, and Carmen Sylvain as directors of company to hold office until the next annual election of directors or until their successors are elected or appointed, subject to the provisions of the Business Corporation Act and the bylaws of the company.

I second the nominations.

Are there any questions from any registered shareholders or proxy holders? The next item of business is the appointment of auditors.

I move that PricewaterhouseCoopers LLP, chartered professional accountants, be appointed auditors of the company until the next Annual General Meeting or until their successors are appointed and that the remuneration as such be fixed by the Board of Directors.

I second the motion.

Are there any questions from any registered shareholders or proxy holders? The next item of business is an advisory nonbinding resolution on the company's approach to executive compensation described in the information circular of the company dated March 25, 2025. Say-on-Pay is not a requirement in Canada but the Parex Board of Directors has made the decision to voluntarily put our compensation practices to a nonbinding vote again this year.

I move that on an advisory basis and not to diminish the role and responsibility of the Board of Directors of Parex, shareholders accept the company's approach to executive compensation as disclosed in the statement of Executive Compensation section in the information circular of the company dated March 25, 2025.

I second the motion.

Are there any questions from any registered shareholders or proxy holders? The final item of business is to arrange for the termination of the formal portion of the meeting following the announcement of the voting results on the matters considered at this meeting. May I have a motion that the formal portion of the meeting be terminated following the announcement of the voting results on the matters to be considered at this meeting.

Mr. Chair, I make that motion.

I second the motion.

Thank you. As voting has previously -- has been previously enabled for all motions on the Computershare virtual platform, if a shareholder attending virtually has not voted yet, please do so now. If you're attending the meeting in person, you should have completed your ballot when you entered the meeting. If you have not yet submitted your ballot, please provide it to the scrutineer now. I will pause briefly to allow final voting. [Voting]

Very well. Voting has now closed. The voting page on the Computershare virtual platform will now disappear, and your votes will automatically be submitted. I will now pause to receive voting confirmation from the scrutineer. I've been advised by the scrutineers that all resolutions have been approved by more than the requisite majority. Therefore, I declare all resolutions carried. Details of the votes cast on each matter may be obtained from the Secretary of the meeting. I direct that the results of the poll and the scrutineer's report be included with the minutes of the meeting. The results on the appointment of Directors will be press released in accordance with the policies of the Toronto Stock Exchange and the results on all matters considered at this meeting will be disclosed in a report filed on Parex' profile on SEDAR+. I will now pause and address questions related to the matters of the AGM including those that may have been submitted previously, if any. In adherence with the approved termination motion, I declare this meeting terminated. Thank you to our registered shareholders and duly appointed proxy holders for joining us in person or virtually. That concludes the meeting.

This concludes the meeting. You may now disconnect.