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

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

Good morning, ladies and gentlemen. My name is Gerard Barron. I'm the Chairman and CEO of the metals company Inc., and I'm pleased to welcome you to this Special Meeting of Shareholders of the company. The meeting is being held virtually as we believe hosting a virtual meeting enables greater shareholder attendance and participation from any location around the world, improves the meeting efficiency and our ability to communicate effectively with our shareholders and reduces the cost and environmental impact of our meeting. In accordance with the articles of the company, I will act as Chairman of the meeting and preside over the proceedings. I have appointed Whitney Forrest to act as the recording secretary and Maria Vaz of Continental Stock Transfer & Trust to act as the Scrutineer and Inspector of Elections. Notice of this special meeting, together with the proxy statement, was mailed or otherwise made available to all shareholders of record as of July 9, 2025, and an affidavit to this effect has been provided to me by Continental Stock Transfer & Trust. At the meeting, registered shareholders and duly appointed proxy holders will have an opportunity to participate, ask questions and vote all in real-time through a web-based platform. I would 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. And 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 of the SEC at www.sec.gov or in the Investors SEC Filings section of our website at www.metals.co. I now call the meeting to order. And as the Chair of the meeting, I have asked our General Counsel, Ryan Coombes, to read the remainder of the formal script on my behalf, and I remain Chair and will step in as needed. Ryan, take it away.

Thanks, Gerard. Before we proceed with the business of the meeting, I would like to note that for the matters being considered here today, you may ask questions through the virtual meeting platform. 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 are welcome to ask it through the web portal. The notice calling the meeting of shareholders and describing the matters to be considered today was mailed on or about July 18, 2025 to shareholders of record of the company as of July 9, 2025. 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 today will proceed as follows: I will ask for a shareholder to make a formal motion at the appropriate time. Voting on the platform will be conducted through the virtual meeting platform, and voting on the item of business will be conducted by electronic ballot. Polling is now open for the matter presented in the management information circular or proxy statement. We will announce when voting is about to close in order 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 the proceeding. Once the balloting closes, the Scrutineer will tabulate the results of the vote. Official results of the vote will be announced closer to the end of the meeting. And within 4 days of the meeting, the company will file a current report on Form 8-K, with the SEC reporting the results of voting at the meeting. The Scrutineer has advised me that prior to the meeting, shareholders are present and proxies were received from the holders of a sufficient number of common shares to constitute a quorum. Maria?

There are more than 2 shareholders in person or represented by proxy for an aggregate of at least 164,666,977 common shares.

Thank you, Maria. I adopt the Scrutineer's report and declare that a 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. The sole item of business before this special meeting is the proposal to adopt an ordinary resolution approving an amendment to the company's 2021 Incentive Equity Plan to increase the share pool for equity incentive grants under the plan by 40 million common shares. The proposed resolution is as follows: be it resolved as an ordinary resolution that the 2021 Incentive Equity Plan of TMC the metals company Inc., the company, as amended in the form attached as Appendix A to the proxy statement dated July 18, 2025 of the company be and is hereby authorized and approved. And any one director or officer of the company be and is hereby authorized and directed to perform all such acts, deeds and things and execute all such documents and other instruments as may be required to give effect to the intent of this resolution. The full text of the proposed amendment to the 2021 Incentive Equity Plan and the Board's recommendation are set forth in the proxy statement provided to shareholders in connection with this meeting. The Board of Directors believes that the proposed amendment is in the best interest of the company as it will enable the company to continue to attract, retain and motivate key employees, directors and consultants. May I have a motion that the resolution to approve the amendment to the company's 2021 Incentive Equity Plan be approved?

So moved.

Is there any discussion on the motion? There being no discussion, I will now call for a vote. As a reminder, if you have already submitted a proxy, there is no need to vote today. All shareholders who have not already voted by proxy are now requested to cast their vote. [Voting]