TMC the metals company Inc. ($TMC)

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

Well, good morning or good evening, wherever you are. My name is Gerard Barron, and I'm the Chairman of TMC the metals company Inc. And I am pleased to welcome you to our annual meeting. 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 media efficiency and our ability to communicate effectively with our shareholders and reduces the cost and the environmental impact of our annual meeting. 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. And 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. 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, uncertainties discussed in our filings with the U.S. Securities and Exchange Commission, or 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. And in accordance with the articles of the company, I will act as the Chairman of this meeting. I will now call the meeting to order. I call upon Craig Shesky, the Chief Financial Officer, to act as Secretary of the meeting. Maria Vaz of Continental Stock Transfer will transfer -- and trust will act as the Scrutineer and Inspector of Elections for the meeting. 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. If you are a registered shareholder or a 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. And if you have a question not directly related to the business of this meeting, I kindly ask that you wait and ask that question after the formal business of the meeting. We propose to address questions not relevant to this meeting after the formal business portion of this meeting has concluded. And I will, therefore, ask that any questions regarding the operations or financial status of the company be deferred until that time. The notice calling the meeting and the shareholders and describing the matters to be considered today was mailed on April 17, 2026, to the company's shareholders of record on April 2, 2026. The declaration with respect to such mailing is available for inspection by any shareholder and will be retained with the records of the company. As Chairman of the meeting, I have asked our General Counsel, Ryan Coombes, to administer the formal voting portion of the meeting, I remain Chairman of the meeting. So Ryan, please proceed.

Thank you, Gerard. Voting on matters today will proceed as follows. I will ask for someone to make the formal motions at the appropriate times. 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 proxy statement, which was made available to shareholders on April 17, 2026. We will announce 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. 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 Form 8-K with the SEC within 4 business days of the meeting and reporting the results of the vote. The scrutineer has advised me that prior to the meeting, proxies were received from the holders of a sufficient number of common shares to constitute a quorum.

There are at least 2 persons present in person or represented by proxy, representing shareholders holding in the aggregate at least 213 747,047 common shares.

Thank you. I adopt the scrutineer's report and declare that a quorum is present. I ask the Secretary of the meeting to please ensure the scrutineers' report forms part of 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. I now place before the meeting the financial statements of the company for the year ended December 31, 2025, together with the report of the auditors of the company thereon. These documents are also available on EDGAR. I do not propose to read these documents at this meeting. You may ask questions about the financial statements or 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, which will take place after the formal business portion of the meeting. I now declare the financial statements of the company for the year ended December 31, 2025, together with the report of the auditors of the company thereon have been received by the shareholders as submitted to the meeting. The next item of business is to fix the number of directors of the company to be elected at this meeting at 10. Will someone move that the following ordinary resolution be adopted and approved, resolved that the number of directors of the company be fixed at 10.

I so move.

You've heard that the motion is moved. Is there any discussion on the motion? As there are no questions, I would now ask that those shareholders and proxy holders present online who have not already done so to please vote by ballot in respect to fixing the number of directors. I will now move to the next item of business. As mentioned, all results will be announced at the end of the meeting. 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 proxy statement for this meeting. As set forth in that proxy statement, the Board of Directors has nominated the following directors: Gerard Barron, Andrew Greg, Andrew Hall, Michael Hess Stephen Jurvetson, Andre Harker; Sheila Khama; Christian Madburg, Brendan May and Alex Spira. 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 has moved. Is there any discussion on the motion? A there is no -- as 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 election of directors. I will now move to the next item of business. As mentioned, 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 as the company's independent registered public accounting firm for the fiscal year ending December 31, 2026. Will someone move that the following ordinary resolution be adopted and approved? Results that Ernst & Young LLP be appointed as the company's independent registered public accounting firm for the fiscal year ending December 31, 2026.

I so move.

You've heard the motion as moved. Is there any discussion on the motion? As 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. I will now move to the next item of business. All results will be announced at the end of the meeting. The next matter to be dealt with is the nonbinding, advisory vote to approve the compensation of our named executive officers as disclosed in the proxy statement for this meeting. The description of the compensation of our named executive officers is set out on the heading, Executive Officer and Director compensation in the proxy statement. Will someone move that the following resolution be adopted and approved on a nonbinding advisory basis? Resolved on an advisory basis that the compensation paid to the named executive officers of TMC the metals company Inc. as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including under the section of the proxy statement, Executive Officer and director compensation and the related material disclosed in the proxy statement is hereby approved.

I so move.

You've heard that the motion has moved? Is there any discussion on the motion? As 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 advisory vote on executive compensation. I will now move to the next item of business. The next matter to be dealt with is the nonbinding, advisory vote on the frequency of holding an advisory vote on the compensation of our NEOs. Shareholders may vote to hold such advisory vote every 1 year, every 2 years, every 3 years or may abstain. The Board of Directors recommends a frequency of every 2 years as more particularly described in the proxy statement for this meeting. Will someone move that the nonbinding, advisory vote on the frequency of holding an advisory vote on the compensation of our named executive officers as set out in the proxy statement be put to a vote of shareholders?

I so move.

You've heard the motion has moved. Is there any discussion on the motion? As there are no questions, I would now ask the shareholders and proxy holders present online who have not already done so to please vote by ballot in respect of the frequency of future advisory votes on executive compensation, selecting 1 year, 2 years, 3 years or abstained. [indiscernible] your ballots in respect of each of today's resolutions and other items on the virtual meeting platform. As a reminder, if you have already submitted a proxy, there is no need to vote today. Balloting will be closing momentarily, so please submit your final ballots now. Once the electronic balloting closes, your ballots will automatically be submitted. [Voting] I would now ask the scrutineer to please close the polling. Thank you. And voting is now closed.

I confirm the voting results.

I declare the motion fixing the number of directors that tend to be carried. With respect to the election of directors, each nominee has been duly elected to act as a director of the company until the next Annual General Meeting of Shareholders or until their successors are elected or appointed, subject to the provision of the Business Corporations Act, British Columbia and the articles of the company. I declare that Gerard Barron, Andrew Greg, Andrew Hall, Michael Hess Stephen Jerbinson; Andre Karker; Sheila Tama, Kristen Madsberg, Brendan May; and Alex Spira, be elected as directors of the company to hold office until the next Annual General Meeting of the company, subject to the articles of the company, unless they cease to be directors before then. I declare the motion to appoint Ernst & Young as the company's independent registered public accounting firm for the fiscal year ending December 31, 2026, to be carried. I declare the nonbinding resolution approving on an advisory basis, the compensation of our named executive officers as disclosed in the proxy statement for this meeting to be carried. And finally, with respect to the nonbinding advisory vote on the frequency of holding an advisory vote on the compensation of our named executive officers, that the frequency of 2 years received a majority of the votes cast and is the frequency selected on an advisory basis by shareholders. Will someone conclude -- move to conclude this meeting?

I so move.

Thank you. Since the motion has been duly moved, the motion is carried by acclamation. The meeting is now concluded. Thank you. As mentioned above, at this time, I would like to thank everyone who's attended today's meeting and open the floor for any questions. Seeing no questions at this time, I will turn it back over to the moderator.

Thank you for attending today's meeting. You may now disconnect.