TMC the metals company Inc. (TMC) Earnings Call Transcript & Summary

Ladies and gentlemen, Welcome to the Annual General Meeting of Shareholders of TMC the metals company Inc. Please note, the meeting is being recorded. I would like to introduce Mr. Gerard Barron, CEO and Chairman of the company. Mr. Barron, the floor is yours.

Thank you, and good morning, afternoon or evening, everyone. I am Gerard Barron, the Chairman of TMC the metals company Inc., and I'm pleased to welcome you to our annual meeting. The meeting is being held virtually this year, as we believe hosting a virtual annual meeting enables greater shareholder attendance and participation from any location around the world, improves meeting efficiency and our ability to communicate effectively with our shareholders, and reduces the cost and environmental impact of our annual meeting. At the meeting, registered shareholders or duly appointed proxy holders will have an opportunity to participate, ask questions and vote, all in real time, through a web-based platform. I'd like to remind you that only registered shareholders that have logged into the meeting with their previously obtained 12-digit control number or duly appointed proxy holders are entitled to vote at the meeting, ask questions or take an active part in the meeting on the web-based platform. If during the meeting we encounter any technical difficulties, please remain logged on and we will resume as soon as practical. I remind everyone that today's meeting may include forward-looking statements. These statements are given as of today's date and involve risks and uncertainties discussed in our filings with the U.S. Securities and Exchange Commission, the SEC, which are available on the website at the SEC, www.sec.gov, or in the Investors SEC Filings section of our website at www.metals.co. With the consent of those present, I will act as Chairman of this meeting. I now call the meeting to order. And with the consent of those present, I call upon Craig Shesky, the company's Chief Financial Officer, to act as Secretary of the meeting. Maria Vaz of Continental Stock Transfer and Trust will act as scrutineer and inspector of elections of the meeting. And this meeting will consist of the formal business of the meeting, followed by an opportunity for general questions and answers. Before we proceed with the business of the meeting, I would like to note that for each matter being considered here today, you may ask questions through the virtual meeting platform. And if you are a registered shareholder or duly appointed proxy holder and have a question that is relevant to the business of this meeting, you're welcome to ask it through the web portal. If you have a question not directly related to the business of the meeting, I kindly ask that you wait and ask that question after the formal business of the meeting. And we propose to address questions not relevant to this meeting after the formal business portion of this meeting has been terminated. I would therefore ask that any questions regarding the operations or financial status of the company be deferred until that time. The notice calling the meeting of shareholders and describing the matters to be considered today was mailed on or about April 18, 2024 to shareholders of record of the company on April 3, 2024. The declaration with respect to such mailing is available for inspection by any shareholder and will be retained with the records of the company. Voting on matters today will proceed as follows: I will ask someone to make the formal motions at the appropriate time. Voting on all motions will be conducted through the virtual meeting platform. Voting on the applicable items of business will be conducted by electronic ballot. Polling is now open for all matters presented in the management information circular or the proxy statement, and we will announce prior to the end of the meeting when voting will close to allow you time to submit your final ballots. If you have submitted a proxy, you do not need to vote today. You would only vote today if you are changing the vote you submitted by proxy. In order to ensure this meeting covers the required business in an efficient manner, I will dispense with the seconding of motions. This procedure is merely a way to expedite proceedings. Once the balloting closes, the scrutineer will tabulate the results of the vote for each matter. Official results of the vote will be announced closer to the end of the meeting, and the company will file a current report on Form 8-K with the SEC within 4 business days of the meeting reporting the results of voting at the meeting. Number 3, as the scrutineer's report and the constitution of the meeting, the scrutineer has advised me that prior to the meeting, proxies were received from holders of a sufficient number of common shares to constitute a quorum.

There are more than 2 shareholders in person or represented by proxy for an aggregate of 199,608,830 common shares.

Thank you, Maria. I adopted the scrutineer's report and declare that quorum is present. Please keep the scrutineer's report with an annex to the minutes of the meeting. Notice has been given in accordance with the articles of the company. And as a quorum is present, I declare that this meeting is properly constituted for the transaction of business. Point 4 is the presentation of the financial statements. I now place before the meeting the financial statements of the company for the year ended December 31, 2023, together with the report of the auditors of the company therein. These documents are also available at EDGAR. I do not propose to read these documents at the meeting. You may ask questions about the financial statements through the virtual meeting platform at this time. Although as previously mentioned, questions regarding the broader operations and financial status of the company should be deferred until the Q&A session that will take place after the formal business portion of the meeting. Okay. I now declare the financial statements of the company for the year ended December 31, 2023, together with the report of the auditors of the company therein, have been received by the shareholders as submitted to this meeting. Point 5 is the fixing the number of directors. The next item of business is to fix the number of directors of the company to be elected at this meeting at 9. Will someone move that the following resolution be adopted and approved, resolved that the number of directors of the company be elected at this meeting be fixed at 9?

I so move.

You have heard the motion as moved. Is there any discussion on the motion? If there are no further questions, I would now ask those shareholders and proxy holders present online who have not already done so to please vote by ballot in respect of fixing the number of directors. [Voting]

I'll now move to the next item of business. All results will be announced at the end of the meeting. And Point 6 is the election of directors. The next item of business is the election of directors. The only persons who have been nominated to stand for election as directors in accordance with the procedures set forth in the advanced notice provisions contained in the company's articles are the nominees set forth in the management information circular or the proxy statement for this meeting. As set forth in the management information circular or the proxy statement, the Board of Directors has nominated the following directors: Gerard Barron; Andrew Hall; Andrew Greig; Andrei Karkar; Sheila Khama; Christian Madsbjerg; Amelia Siamomua; Stephen Jurvetson; and Brendan May. Since there are no further nominations, I declare the nominations closed. Will someone move the election of the persons nominated as directors of the company?

I so move.

You've heard the motion as moved. Is there any discussion on the motion? If there are no further questions, I would now ask those shareholders and proxy holders present online who have not already done so to please vote to vote by ballot in respect of the election of directors. [Voting]

I will now move to the next item of business, and all results will be announced at the end of the meeting. The next matter to be dealt with is the proposed appointment of Ernst & Young, Chartered Accountants, as the company's independent registered public accounting firm for the 2024 fiscal year ending December 31, 2024. Will someone move that the following resolution be adopted and approved, resolved that Ernst & Young LLP be appointed as the company's independent registered public accounting firm for the 2024 fiscal year ending December 31, 2024?

I so move.

You have heard the motion as moved. Is there any discussion on the motion? If there are no questions, I would now ask those shareholders and proxy holders present online who have not already done so to please vote by ballot in respect of the appointment of Ernst & Young LLP. [Voting]

The next matter to be dealt with is the proposed nonbinding advisory vote to approve the compensation of the Chief Executive Officer and Chairman as described in the management information circular or the proxy statement for this meeting. Will someone move that the following adopted and approved, resolved that the compensation of the Chief Executive Officer and Chairman be approved?