Endeavour Mining PLC — AGM Information 2022

Apr 22, 2022

Notice of Annual General Meeting and Management Information Circular

Endeavour Mining plc

24 May 2022 at 2 p.m. (London time) / 9 a.m. (Toronto time) to be held at One Silk Street, London EC2Y 8HQ

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

If you are in any doubt as to any aspect of the proposals referred to in this document or as to the action you should take, you should consult your stockbroker, bank manager, solicitor, accountant or other professional adviser authorised under the Financial Services and Markets Act 2000 immediately.

If you have sold or otherwise transferred all of your shares in Endeavour Mining plc (the "Company"), please send this document, together with the accompanying documents, at once to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

A form of proxy for use at the Annual General Meeting is enclosed and, to be valid, should be completed and returned in accordance with the instructions printed on the form so as to be received by the Company's Registrars, Computershare, at the following addresses:

Shareholders named on the principal (UK)	Shareholders named on the Canadian
register:	branch register:
Computershare Investor Services PLC	Computershare Investor Services Inc.
The Pavilions	100 University Avenue
Bridgwater Road	8th Floor
Bristol BS99 6ZY	Toronto
	Ontario M5J 2Y1

or, in the case of holders on the Canadian branch register, by phone, fax or through Computershare's website (as set out in Part III of this document) as soon as possible but, in any event, so as to arrive no later than 2 p.m. (London time) / 9 a.m. (Toronto time) on 20 May 2022. Completion and return of a form of proxy will not prevent members from attending and voting in person should they wish to do so. Further information on voting is set out in Part III of this document.

Non-registered shareholders, including those who hold their shares in the Company through a Canadian intermediary, may vote at the Annual General Meeting by appointing themselves as the proxy for their shares by completing a voting instruction form and submitting it as directed on the form in accordance with the instructions set out in Part III of this document.

Contents	Page
Letter from the Chairman 4
Part I Notice of Annual General Meeting 6
Part II Explanatory Notes to the Resolutions 10
Part III Instructions on How to Vote 14
1.	COVID-19 14
2.	Voting Information 14
3.	Voting by Registered Shareholders 15
4.	Voting by Proxy 15
5.	Voting electronically by Registered Shareholders at the Annual General Meeting 18
6.	CDS Shareholders 19
7.	Instructions for logging in to the Annual General Meeting 21
Part IV Notes to Notice of Meeting 23
Part V Board of Directors and Governance 27
Part VI Executive Compensation Discussion and Analysis 60

Letter from the Chairman

Endeavour Mining plc

(incorporated and registered in England and Wales under No 13280545)

Registered Office:

5 Young Street London W8 5EH United Kingdom

22 April 2022

Dear Shareholders,

Notice of Annual General Meeting 2022

Introduction

I am pleased to invite you to Endeavour Mining plc's Annual General Meeting which will be held at One Silk Street, London EC2Y 8HQ on 24 May 2022 at 2 p.m. (London time) / 9 a.m. (Toronto time).

Overview of 2021

Following a transformational period for Endeavour, 2021 was the year in which our Company fully came of age. We have built on our previous successes to consolidate our position as one of the world's leading gold companies, and have further developed our strategy to create a resilient and sustainable business.

As announced on 16 March 2022, I will be stepping down as Chair, and retiring from the Board at the conclusion of this year's AGM. Being involved with Endeavour has been a privilege and I have been honoured to have served as your Chair for the last 12 years. I leave with great pride at what has been achieved during this time, and believe that you should be excited about what lies ahead.

The Board have selected Srinivasan Venkatakrishnan ("Venkat") to succeed me as Chair. I am delighted to welcome Venkat as my successor. He brings outstanding experience in all aspects of the industry, and I am confident he has the expertise and skills to successfully lead the Board. I wish him the very best in taking on this role and hope he will enjoy the same support as I have enjoyed during my tenure.

Annual General Meeting

The formal notice of Annual General Meeting is set out on page 6 to 9 of this document describing the business that will be proposed with further explanatory notes included in Part II on page 10 onwards.

This year's Annual General Meeting will be held as a hybrid meeting to facilitate shareholder attendance. This means that shareholders and proxies will be permitted to attend the meeting in person or virtually via a live webcast, through which they will be able to vote and ask questions.

We strongly encourage you to cast your votes on the resolutions to be put to the Annual General Meeting. If you are unable to attend the Annual General Meeting either in person or virtually, you can always vote by submitting a proxy. If you do this we encourage you to appoint the chairman of the meeting as your proxy to cast votes on your behalf.

The voting process and procedures with respect to the Annual General Meeting will vary depending how you hold your shares in the Company - please refer to Part III of this document for further information on how to vote, complete and return the form of proxy and participate in the meeting virtually.

Recommendation

The Directors consider that all the resolutions to be put to the Annual General Meeting are in the best interests of the Company and its shareholders as a whole and will be voting in favour of them in respect of their own shareholdings and unanimously recommend that you vote in favour of them.

The Directors thank you for your continued support and look forward to your participation in our Annual General Meeting.

Yours sincerely,

Michael E. Beckett

Part I Notice of Annual General Meeting

Notice is hereby given that the Annual General Meeting of Endeavour Mining plc will be held at One Silk Street, London EC2Y 8HQ on 24 May 2022 at 2 p.m. (London time) / 9 a.m. (Toronto time) for the following purposes.

Resolutions 16 to 19 (inclusive) will be proposed as special resolutions. All other resolutions will be proposed as ordinary resolutions.

• 1. To receive the Company's accounts and the reports of the Directors and Auditors for the year ended 31 December 2021 (the "2021 Annual Report").
• 2. To re-elect James Edward Askew as Director.
• 3. To re-elect Alison Claire Baker as a Director.
• 4. To elect Ian Cockerill as a Director.
• 5. To re-elect Livia Mahler as a Director.
• 6. To re-elect David Jacques Mimran as a Director.
• 7. To re-elect Sébastien de Montessus as a Director.
• 8. To re-elect Naguib Onsi Naguib Sawiris as a Director.
• 9. To elect Srinivasan Venkatakrishnan as a Director.
• 10. To re-elect Tertius Zongo as a Director.
• 11. To reappoint BDO LLP as auditors of the Company to hold office until the conclusion of the next general meeting at which accounts are laid before the Company.
• 12. To authorise the Audit Committee to fix the remuneration of the auditors of the Company.
• 13. To approve the Directors' Remuneration Policy set out on pages 135 to 147 in the 2021 Annual Report.
• 14. To approve the Directors' Remuneration Report excluding the Directors' Remuneration Policy set out on pages 128 to 155 in the 2021 Annual Report.
• 15. That the Directors be generally and unconditionally authorised pursuant to and in accordance with Section 551 of the Companies Act 2006 to exercise all the powers of the Company to allot shares or grant rights to subscribe for or to convert any security into shares in the Company:
  • (a) up to an aggregate nominal amount of US\$828,323, being an amount equal to one third of the aggregate nominal value of the ordinary share capital of the Company as at 14 April 2022, the latest practicable date prior to publication of this notice of meeting;
  • (b) comprising equity securities (as defined in Section 560(1) of the Companies Act 2006) up to a further nominal amount of US\$828,323, being an amount equal to one third of the aggregate nominal value of the ordinary share capital of the Company as at 14 April 2022, the latest practicable date prior to publication of this notice of meeting in connection with an offer by way of a rights issue,

such authorities to apply in substitution for all previous authorities pursuant to Section 551 of the Companies Act 2006 and to expire on 30 June 2023 or, if earlier, at the conclusion of the Annual General Meeting of the Company to be held in 2023 but, in each case, so that the Company may, before such expiry, make offers and enter into agreements which would, or might, require shares to be allotted or rights to subscribe for or to convert any security into shares to be granted after the authority given by this resolution has expired.

For the purposes of this Resolution, "rights issue" means an offer to:

• (a) ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and
• (b) people who are holders of other equity securities if this is required by the rights of those securities or, if the Directors consider it necessary, as permitted by the rights of those securities, to subscribe for further securities by means of the issue of a renounceable letter (or other negotiable instrument) which may be traded for a period before payment for the securities is due, but subject in both cases to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates or legal, regulatory or practical problems in, or under the laws of, any territory.
• 16. That, subject to the passing of Resolution 15 above, the Directors be authorised to allot equity securities (as defined in Section 560(1) of the Companies Act 2006) wholly for cash:
  • (a) pursuant to the authority given by paragraph (a) of Resolution 15 above, or where the allotment constitutes an allotment of equity securities by virtue of Section 560(3) of the Companies Act 2006, in each case:
    • (i) in connection with a pre-emptive offer; and
    • (ii) otherwise than in connection with a pre-emptive offer, up to an aggregate nominal amount of US\$124,248, being an amount equal to 5 per cent. of the aggregate nominal value of the ordinary share capital of the Company as at 14 April 2022, the latest practicable date prior to publication of this notice of meeting; and
  • (b) pursuant to the authority given by paragraph (b) of Resolution 15 above in connection with a pre-emptive rights issue (in the terms described in Resolution 15 above),

as if Section 561(1) of the Companies Act 2006 did not apply to any such allotment, with such authority to expire on 30 June 2023 or, if earlier, at the conclusion of the Annual General Meeting of the Company to be held in 2023 but, in each case, so that the Company may, before such expiry, make offers and enter into agreements which would, or might, require equity securities to be allotted and treasury shares to be sold after the authority given by this resolution has expired and the Directors may allot equity securities and sell treasury shares under any such offer or agreement as if the authority had not expired.

For the purposes of this Resolution:

(a) "rights issue" has the same meaning as in Resolution 15 above;

• (b) "pre-emptive offer" means an offer of equity securities open for acceptance for a period fixed by the Directors to (a) holders (other than the Company) on the register on a record date fixed by the Directors of ordinary shares in proportion to their respective holdings and (b) other persons so entitled by virtue of the rights attaching to any other securities held by them, but subject in both cases to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates or legal, regulatory or practical problems in, or under the laws of, any territory;
• (c) references to an allotment of equity securities shall include a sale of treasury shares; and
• (d) the nominal amount of any securities shall be taken to be, in the case of rights to subscribe for or convert any securities into shares of the Company, the nominal amount of such shares which may be allotted pursuant to such rights.
• 17. That, subject to the passing of Resolution 15 and in addition to the authority given in Resolution 16 above, the Directors be authorised to allot equity securities (as defined in Section 560(1) of the Companies Act 2006) wholly for cash pursuant to the authority given in Resolution16 above, or where the allotment constitutes an allotment of equity securities by virtue of Section 560(3) of the Companies Act 2006, as if Section 561(1) of the Companies Act 2006 did not apply to any such allotment, such authority to be:
  • (a) limited to the allotment of equity securities or sale of treasury shares up to an aggregate nominal amount of US\$124,248, being an amount equal to 5 per cent. of the aggregate nominal value of the ordinary share capital of the Company as at 14 April 2022, the latest practicable date prior to publication of this notice of meeting; and
  • (b) used only for the purposes of financing (or refinancing, if the authority is to be used within six months after the original transaction) a transaction which the Board determines to be an acquisition or other capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group,

such authority to expire on 30 June 2023 or, if earlier, at the conclusion of the Annual General Meeting of the Company to be held in 2023 but so that the Company may, before such expiry, make offers and enter into agreements which would, or might, require equity securities to be allotted and treasury shares to be sold after the authority given by this resolution has expired and the Directors may allot equity securities and sell treasury shares under any such offer or agreement as if the authority had not expired.

• 18. That the Company be and is hereby generally and unconditionally authorised for the purposes of Section 701 of the Companies Act 2006 to make market purchases (within the meaning of Section 693(4) of the Companies Act 2006) of ordinary shares in the capital of the Company, subject to the following conditions:
  • (a) the maximum aggregate number of shares which may be purchased may not be more than 24,849,685, being the number of shares that represents 10 per cent. of the ordinary share capital of the Company as at 14 April 2022, the latest practicable date prior to publication of this notice of meeting;
• (b) the minimum price (excluding expenses) which may be paid for each share is US\$0.01 (being the nominal value of a share);
• (c) the maximum price (excluding expenses) which may be paid for a share is an amount equal to the higher of: (i) 105 per cent. of the average closing price of the Company's shares as derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which such share is contracted to be purchased and (ii) the higher of the price of the last independent trade and the highest current bid as stipulated by Regulatory Technical Standards as referred to in article 5(6) of the Market Abuse Regulation (as it forms part of UK law); and
• (d) the authority shall expire on 30 June 2023 or, if earlier, at the conclusion of the Annual General Meeting of the Company to be held in 2023, save that the Company may before such expiry enter into any contract under which a purchase of shares may be completed or executed wholly or partly after such expiry and the Company may purchase ordinary shares in pursuance of such contract as if the authority conferred hereby had not expired.
• 19. That a general meeting other than an Annual General Meeting may be called on not less than 14 clear days' notice.

BY ORDER OF THE BOARD

Morgan Carroll Company Secretary

22 April 2022

Registered in England and Wales No. 13280545

Registered Office:

5 Young Street, London W8 5EH, United Kingdom

Part II Explanatory Notes to the Resolutions

The following pages give an explanation of the proposed resolutions.

Resolutions 1 to 15 are proposed as ordinary resolutions. This means that for each of those resolutions to be passed, more than half of the votes cast must be in favour of the resolution.

Resolutions 16 to 19 (inclusive) are proposed as special resolutions. This means that for each of those resolutions to be passed, at least three-quarters of the votes cast must be in favour of the resolution.

Resolution 1: Receipt of the 2021 Annual Report

The Directors are required by law to present the 2021 Annual Report comprising the 2021 Financial Statements, the Strategic Report, the Directors' Report and the Auditors' Report to the Annual General Meeting. These can be accessed on the Endeavour Mining plc website: https://www.endeavourmining.com/.

Resolutions 2 to 10: Election and Re-election of Directors

Resolutions 2 to 10 relate to the election of the Directors. In accordance with the Company's Articles of Association, each of the Directors retires and offers himself or herself for election.

Please refer to Part V for biographies of each of the Directors.

Resolutions 11 and 12: Re-election and remuneration of auditors

The Board, on the recommendation of the Audit Committee, recommends the re-election of BDO LLP as auditors, to hold office until the next meeting at which accounts are laid pursuant to Resolution 11. Resolution 12 authorises the Audit Committee to agree the remuneration of the Company's auditors.

The Audit Committee, whose role is detailed under the heading "1.3.8 – Committees of the Board" of Part V, is constantly seeking to promote and support audit quality by following best practice in the performance of that role. With a view to ensuring independence of the auditors, the Company does not intend to use BDO for significant non-audit services.

Resolutions 13 and 14: Directors' remuneration

These resolutions deal with the remuneration of the Directors and seek approval of the Directors' remuneration policy and of the remuneration paid to the Directors during the year under review respectively.

The Companies Act 2006 requires the Company to ask shareholders to approve the Remuneration Policy section of the Directors' Remuneration Report. This is set out on pages 135 to 147 of the 2021 Annual Report. Resolution 13 is a binding vote. If approved by shareholders, the Directors' Remuneration Policy will take effect immediately after the end of the Annual General Meeting and will apply until replaced by a new or amended policy.

The Company is also required to ask shareholders to approve the Remuneration Report every year, excluding the Directors' Remuneration Policy. This is set out on pages 128 to 134 and 148 to 155 of the 2021 Annual Report. Resolution 14 is an advisory vote.

Resolution 15: Authority to allot shares

The purpose of Resolution 15 is to renew the Directors' power to allot shares.

The authority in paragraph (a) will allow the Directors to allot new shares and grant rights to subscribe for, or convert other securities into, shares up to a nominal value of US\$828,323, which is equivalent to approximately 33 per cent. of the total issued ordinary share capital of the Company, exclusive of treasury shares, as at 14 April 2022 (being the latest practicable date prior to the publication of this notice of meeting).

The authority in paragraph (b)will allow the Directors to allot new shares and grant rights to subscribe for, or convert other securities into, shares only in connection with a rights issue up to a further nominal value of US\$828,323, which is equivalent to approximately 33 per cent. of the total issued ordinary share capital of the Company, exclusive of treasury shares, as at 14 April 2022. This is in line with the Investment Association's Share Capital Management Guidelines issued in July 2016.

As at 14 April 2022, being the latest practicable date prior to the publication of this notice of meeting, the Company held 54,200 shares in treasury which represents 0.02 per cent. of the total number of ordinary shares in issue, excluding treasury shares, at that date.

There are no present plans to undertake a rights issue or to allot new shares other than in connection with employee share and incentive plans. The Directors consider it desirable to have the maximum flexibility permitted by the Investment Association's Share Capital Management Guidelines to respond to market developments and to enable allotments to take place to finance business opportunities as they arise/other appropriate explanation.

If the resolution is passed the authority will expire on the earlier of 30 June 2023 and the end of the Annual General Meeting in 2023.

Resolution 16 and 17: Disapplication of pre-emption rights

If the Directors wish to allot new shares and other equity securities, or sell treasury shares, for cash (other than in connection with an employee share scheme), company law requires that these shares are offered first to shareholders in proportion to their existing holdings (known as pre-emption rights).

Pre-emptive offers

Limbs (a)(i) and (b) of Resolution 16 seek shareholder approval to allot a limited number of ordinary shares or other equity securities, or sell treasury shares, for cash on a pre-emptive basis but subject to such exclusions or arrangements as the Directors may deem appropriate to deal with certain legal, regulatory or practical difficulties. For example, in a pre-emptive rights issue, there may be difficulties in relation to fractional entitlements or the issue of new shares to certain shareholders, particularly those resident in certain overseas jurisdictions.

The Board has no current intention of exercising the authority under part (a) of Resolution 16 but considers the authority to be appropriate in order to allow the Company flexibility to finance business opportunities or to conduct a pre-emptive offer or pre-emptive rights issue having made appropriate exclusions or arrangements to address such difficulties.

Non-pre-emptive offers – general disapplication

In addition, there may be circumstances when the Directors consider it in the best interests of the Company to allot a limited number of ordinary shares or other equity securities, or sell treasury shares for cash on a non-pre-emptive basis. The Pre-Emption Group's Statement of Principles were last updated in March 2015. They support the annual disapplication of preemption rights in respect of allotments of shares and other equity securities and sales of treasury shares for cash where these represent no more than 5 per cent. of the issued ordinary share capital (exclusive of treasury shares), without restriction as to the use of proceeds of those allotments.

Accordingly, the purpose of limb (a)(ii) of Resolution 16 is to authorise the Directors to allot new shares and other equity securities pursuant to the allotment authority given by Resolution 15, or sell treasury shares, for cash up to a nominal value of US\$124,248, without the shares first being offered to existing shareholders in proportion to their existing holdings. This amount is equivalent to 5 per cent. of the total issued ordinary share capital of the Company excluding treasury shares and 5 per cent. of the total issued ordinary share capital of the Company including treasury shares, as at 14 April 2022, being the latest practicable date prior to the publication of this notice of meeting.

The Board intends to adhere to the provisions in the Pre-emption Group's Statement of Principles and not to allot shares or other equity securities or sell treasury shares for cash on a non-pre-emptive basis pursuant to the authority in Resolution 16 in excess of an amount equal to 7.5 per cent. of the total issued ordinary share capital of the Company, excluding treasury shares, within a rolling three-year period, other than:

• (i) with prior consultation with shareholders; or
• (ii) in connection with an acquisition or specified capital investment which is announced contemporaneously with the allotment or which has taken place in the preceding sixmonth period and is disclosed in the announcement of the allotment.

Non-pre-emptive offers – acquisitions and specified capital investments

The Pre-Emption Group's Statement of Principles also support the annual disapplication of preemption rights in respect of allotments of shares and other equity securities and sales of treasury shares for cash where these represent no more than an additional 5 per cent. of issued ordinary share capital (exclusive of treasury shares) and are used only in connection with an acquisition or specified capital investment. The Pre-Emption Group's Statement of Principles defines "specified capital investment" as meaning one or more specific capital investment related uses for the proceeds of an issue of equity securities, in respect of which sufficient information regarding the effect of the transaction on the Company, the assets the subject of the transaction and (where appropriate) the profits attributable to them is made available to shareholders to enable them to reach an assessment of the potential return.

Accordingly, the purpose of Resolution 17 is to authorise the Directors to allot new shares and other equity securities pursuant to the allotment authority given by Resolution 15, or sell treasury shares, for cash up to a further nominal amount of US\$124,248, only in connection with an acquisition or specified capital investment which is announced contemporaneously with the allotment, or which has taken place in the preceding six-month period and is disclosed in the announcement of the issue. This amount is equivalent to 5 per cent. of the total issued ordinary share capital of the Company as at 14 April 2022, exclusive of treasury shares and 5 per cent. of the total issued ordinary share capital of the Company including treasury shares (in each case as at 14 April 2022, being the latest practicable date prior to the publication of this notice of meeting). If the authority given in Resolution 17 is used, the Company will publish details of its use in its next Annual Report. Resolution 17 has been drafted in line with the template resolutions published by the Pre-Emption Group in May 2016.

The Board has no current intention of exercising the authorities in Resolutions 16 and 17 but considers them to be appropriate in order to allow the Company flexibility to finance business

opportunities or to conduct a pre-emptive offer or rights issue without the need to comply with the strict requirements of the statutory pre-emption provisions/other appropriate explanation.

If the resolutions are passed the authority will expire on the earlier of 30 June 2023 and the end of the Annual General Meeting in 2023.

Resolution 18: Authority to purchase own shares

The effect of this resolution is to renew the authority granted to the Company to purchase its own ordinary shares, up to a maximum of 24,849,685 ordinary shares, until the Annual General Meeting in 2023 or 30 June 2023 whichever is the earlier. This represents 10 per cent. of the ordinary shares in issue (excluding treasury shares) as at 14 April 2022 (being the latest practicable date prior to the publication of this notice of meeting) and the Company's exercise of this authority is subject to the stated upper and lower limits on the price payable.

As previously announced and as disclosed in further detail in Part VII of this Circular, in March 2022 the Company received approval from the Toronto Stock Exchange (the "TSX") to renew its Normal Course Issuer Bid ("NCIB") for its share repurchase program. Under the NCIB, the Company is entitled to purchase up to 5% of its total issued and outstanding shares as at 14 March 2022, or 12,458,989 ordinary shares, during the 12-month period of the NCIB and up to 25% of the average daily trading volume for the six months ended 28 February 2022, calculated in accordance with the rules of the TSX for purposes of the NCIB, or 195,081 ordinary shares during each trading day, excluding purchases made in accordance with the block purchase exemptions under applicable TSX policies. The number of shares purchased pursuant to the NCIB will be subject to the 10 per cent. aggregate limit set out in Resolution 18 and the price paid for such shares will be within the limits of the authority sought under Resolution 18.

The Company intends to cancel any repurchased shares.

Shares will only be repurchased if the Directors consider such purchases to be in the best interests of shareholders generally and that they can reasonably be expected to result in an increase in earnings per share. The authority will only be used after careful consideration, taking into account the Company's capital allocation policy from time to time, market conditions prevailing at the time, other investment opportunities, appropriate gearing levels and the overall financial position of the Company.

As at 14 April 2022 (being the latest practicable date prior to the publication of this notice of meeting), there were no outstanding warrants but 1,312,643 outstanding options granted under all share option schemes operated by the Company, which, if exercised, would represent 0.53 per cent. of the issued ordinary share capital of the Company (excluding treasury shares). If this authority were exercised in full, that percentage would increase to 0.59 per cent.

Resolution 19: Notice of general meetings

Under the Companies Act 2006, the notice period required for all general meetings of the Company is 21 days. Annual General Meetings will always be held on at least 21 clear days' notice, but shareholders can approve a shorter notice period for other general meetings, as long as this is not less than 14 clear days.

In order to maintain flexibility for the Company, Resolution 19 seeks such approval. The approval will be effective until the Company's next Annual General Meeting, when it is intended that a similar resolution will be proposed.

Part III Instructions on How to Vote

1. COVID-19

Although the legal restrictions put in place as part of the UK Government's response to COVID-19 have now been lifted, the Board may decide that it is in the interests of our employees and shareholders to adopt measures to preserve the health and wellbeing of any persons who seek to attend the Annual General Meeting in person at One Silk Street, London EC2Y 8HQ.

These measures may include temperature checks, mask wearing and social distancing. Attendance of non-shareholders will not be permitted and no refreshments will be provided before, during or after the Annual General Meeting. If you are required to selfisolate or quarantine, we would ask that you do not attend the Annual General Meeting in person. Anyone attempting to attend the Annual General Meeting in person and displaying COVID-19 symptoms may not be admitted to the Annual General Meeting and/or may be removed from the Annual General Meeting to ensure the health and wellbeing of other individuals in attendance.

Furthermore, the UK Government's measures may change in response to further developments between the date of this document and the date of the Annual General Meeting, and there is no guarantee that the anticipated guidance will remain the same by the date of the Annual General Meeting.

For these reasons, the Board recommends that shareholders appoint the Chair of the meeting as proxy and provide voting instructions in advance of the Annual General Meeting either electronically or by using the enclosed Form of Proxy. Please see below for further details.

The Company also encourages shareholders to check its website (www.endeavourmining.com) regularly for the latest information on its engagement with shareholders and arrangements for the Annual General Meeting. Further announcements regarding the Annual General Meeting will be made via the Company's website, a Regulatory Information Service and posted to SEDAR, as required.

2. Voting Information

The voting process and procedures with respect to the Annual General Meeting will vary depending on whether a shareholder:

• o is named on the principal (UK) register of members, whether in certificated or uncertificated form, or on the Canadian branch register of members (in each case, a "Registered Shareholder") – see section 3 below; or
• o holds one or more ordinary shares in the Company through a Canadian intermediary (a "CDS Shareholder") – see section 4 below.

Further details on how to log in to attend the Annual General Meeting through the dedicated electronic platform are set out in section 5 below.

3. Voting by Registered Shareholders

Registered Shareholders who hold ordinary shares in the Company at the record time of 2 p.m. (London time) / 9 a.m. (Toronto time) on 20 May 2022 (or, if the meeting is adjourned, 6 p.m. (London time) / 1 p.m. (Toronto time) on the day falling two days prior to the date fixed for the adjourned meeting) may exercise their voting rights in respect of the Annual General Meeting in one of three ways:

• o by appointing a proxy to vote on their behalf at the Annual General Meeting by no later than 2 p.m. (London time) / 9 a.m. (Toronto time) on 20 May 2022 (see "Voting by Proxy – Registered Shareholders on the Principal (UK) Register of Members" or "Voting by Proxy – Registered Shareholders on the Canadian Branch Register of Members" below); or
• o attending the Annual General Meeting electronically and completing an electronic ballot online during the meeting (see "Voting electronically by Registered Shareholders at the Annual General Meeting" below); or
• o attending the Annual General Meeting in person and completing a physical ballot during the meeting.

Shareholders are strongly encouraged to appoint the Chair of the meeting as their proxy.

4. Voting by Proxy

Registered Shareholders on the Principal (UK) Register of Members

As a Registered Shareholder on the principal (UK) register of members, you can appoint a proxy to vote your shares before the Annual General Meeting in the following ways.

If you hold your shares in certificated form, to appoint a proxy you should complete the enclosed Form of Proxy and return it in accordance with the instructions printed on the form so as to be received by Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY as soon as possible but, in any event, so as to arrive no later than 2 p.m. (London time) / 9 a.m. (Toronto time) on 20 May 2022 (or, in the case of an adjournment of the Annual General Meeting, at least 48 hours before the adjourned Annual General Meeting). Completion and return of a Form of Proxy will not prevent members from attending and voting in person at the General Meeting (or any adjournment thereof) should they wish to do so.

You can also vote via the internet on Computershare's website by visiting investorcentre.co.uk/eproxy. You will be asked to enter the Control Number, your Shareholder Reference Number and your unique PIN, which are detailed on the accompanying Form of Proxy.

CREST Shareholders

Shareholders who hold their shares via CREST and who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the Annual General Meeting (and any adjournment of the Annual General Meeting) by following the procedures described in the CREST Manual (available at https://my.euroclear.com). CREST personal members or other CREST sponsored members (and those CREST members who have appointed a voting service provider) should refer to their CREST sponsor or voting service provider, who will be able to take the appropriate action on their behalf.

In order for a proxy appointment or instruction made by means of CREST to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with Euroclear's specifications and must contain the information required for such instructions, as described in the CREST Manual (available via www.euroclear.com). The message (regardless of whether it constitutes the appointment of a proxy or an amendment to the instruction given to a previously appointed proxy) must, in order to be valid, be transmitted so as to be received by Computershare UK (ID 3RA50) by 2 p.m. (London time) on 20 May 2022 (or, in the case of an adjournment of the Annual General Meeting, at least 48 hours before the adjourned Annual General Meeting). For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST.

CREST members (and, where applicable, their CREST sponsors or voting service providers) should note that Euroclear does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider, to procure that his/her CREST sponsor or voting service provider takes) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. CREST members (and, where applicable, their CREST sponsors or voting service providers) are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.

Registered Shareholders on the Canadian Branch Register of Members

As a Registered Shareholder on the Canadian branch register of members, you can appoint a proxy to vote your shares before the Annual General Meeting in the following ways.

Phone	Call 1-866-732-8683 (toll-free in North America) or +1-312-588-4290 outside North America and follow the instructions. You will need to enter your 15-digit control number printed on the applicable Form of Proxy. Follow the interactive voice recording instructions to submit your vote.
Fax	Fax 1-866-249-7775 (toll-free in North America) or 416-263-9524 (outside North America).
Mail	Enter voting instructions, sign the Form of Proxy and send your completed Form of Proxy to Computershare Investor Services Inc., 100 University Avenue, 8th Floor, Toronto, Ontario M5J 2Y1.

Internet Go to www.investorvote.com. Enter the 15-digit control number printed on the applicable Form of Proxy and follow the instructions on screen.

In all cases ensuring that the Form of Proxy is received at least 48 hours (excluding Saturdays, Sundays and holidays) before the Annual General Meeting (or any adjournment thereof at which the Form of Proxy is to be used).

The completion and return of a Form of Proxy will not prevent you from attending and voting in person at the Annual General Meeting (or any adjournment thereof) if you wish and are so entitled.

Voting of Proxies and Exercise of Discretion

The Form of Proxy which accompanies this document confers authority on the persons named in it as proxies (see paragraph immediately below) with respect to any amendments or variations to the matters identified in the Notice of Annual General Meeting (or other matters that may properly come before the Annual General Meeting), or any adjournment or postponement thereof. The shares represented by the proxy will be voted in accordance with the instructions of the shareholder and, if the shareholder indicates a choice with respect to a matter, the shares will be voted accordingly.

The person named as proxy in each Form of Proxy is the Chair of the meeting. A shareholder that wishes to appoint another person or entity (who need not be a shareholder) to represent such shareholder at the Annual General Meeting as proxy should follow the instructions set out below regarding the appointment of third party proxies.

Appointment of Third Party Proxies

Registered Shareholders who wish to appoint a third party proxy to attend and participate electronically at the Annual General Meeting as their proxy and vote their shares should insert the person or entity's name in the blank space provided in the relevant Form of Proxy. To do this, Registered Shareholders MUST (i) submit their Form of Proxy, appointing that person as proxy AND (ii) if they want that person to attend the Annual General Meeting electronically and vote on their behalf, register that proxy online, as described below.

Step 1: Submit your Form of Proxy: To appoint a third party proxy, insert that person's name in the blank space provided in the Form of Proxy and follow the instructions for submitting such Form of Proxy. This must be completed before registering such proxy, which is an additional step to be completed once you have submitted your Form of Proxy and is required in order for that person named in the Form of Proxy to attend the Annual General Meeting electronically and vote on your behalf.

Step 2: Register your proxy: To register a third party proxy, Registered Shareholders on the principal (UK) register of members should contact Computershare before 2 p.m. (London time) on 20 May 2022 on 0370 703 6179 (or +44 (0) 370 703 6179 if you are calling from outside the UK) or via email to ExternalProxyQueries@computershare.co.uk in order to receive a username and password to provide to your proxy. Lines are open 8.30 am to 5.30 pm Monday to Friday (excluding public holidays in England and Wales).

If you are a Registered Shareholder on the Canadian branch register of members and wish to register a third party proxy, please visit http://www.computershare.com/endeavour by no later than 2 p.m. (London time) / 9 a.m. (Toronto time) on 20 May 2022 and provide Computershare with the required proxy contact information so that Computershare may provide the proxy with a username and password via email.

Without a username and password, third party proxies will be unable to vote electronically at the Annual General Meeting and will only be able to listen to proceedings as a guest.

Revocation of proxy appointments

A Registered Shareholder who has voted by proxy may revoke it any time prior to the Annual General Meeting. To revoke a proxy, a Registered Shareholder may deliver a written notice to the offices of Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY or by email to ExternalProxyQueries@computershare.co.uk (if registered on the principal (UK) register of members) or to the offices of Computershare Investor Services Inc., 100 University Avenue, 8th Floor Toronto, Ontario M5J 2Y1 (if registered on the Canadian branch register), at any time up to 6 p.m. (London time) / 1 p.m. (Toronto time) on the last business day before the Annual General Meeting or any adjournment or postponement of the Annual General Meeting.

If you follow the process for attending and voting at the Annual General Meeting online (see below under "Voting by Registered Shareholders at the Annual General Meeting"), voting at the Annual General Meeting online will revoke your previous proxy. In addition, the proxy may be revoked by any other method permitted by applicable law. The written notice of revocation may be executed by the Registered Shareholder or by an attorney who has the Registered Shareholder's written authorisation. If the Registered Shareholder is a corporation, the written notice must be executed by its duly authorised officer or attorney. Only Registered Shareholders have the right to directly revoke a proxy.

Solicitation of Proxies

It is expected that the solicitation of proxies will be primarily by mail, however, proxies may also be solicited by the officers, Directors and employees of the Company by telephone, electronic mail or personally. These persons will receive no compensation for such solicitation other than their regular fees or salaries. The cost of soliciting proxies in connection with the Annual General Meeting will be borne directly by the Company. Voting by Registered Shareholders at the Annual General Meeting

Registered Shareholders and duly appointed proxies have the ability to participate, ask questions and vote at the Annual General Meeting by attending in person or online.

5. Voting electronically by Registered Shareholders at the Annual General Meeting

o If attending online, Registered Shareholders should follow the procedure set out below:

• o Logging in online at meetnow.global/EDMAGM2022 on your smartphone, tablet or computer. You will need the latest version of Chrome, Firefox, Edge or Safari. Please note that Internet Explorer is not supported. We recommend that you log in at least one hour before the time fixed for the start of the Annual General Meeting.
• o If you are a shareholder, you can use your unique Shareholder Reference Number and PIN as displayed on your Form of Proxy/Attendance Card. If you are an appointed proxy or a corporate representative you will have had to be provided with a unique invite code to enter the meeting and exercise your rights. These credentials will be issued one working day prior to the meeting, conditional on evidence of your proxy appointment or corporate representative appointment having been received and accepted. If you have not been provided with your meeting access credentials, please ensure you contact Computershare on the morning of the meeting, but no later than 1 hour before the start of the meeting. Access to the meeting via meetnow.global/EDMAGM2022 will be available from 1 p.m. (London time) / 8 a.m. (Toronto time) on 24 May 2022. Where telephone lines are provided these will be activated thirty minutes prior to the meeting start time. During the meeting, you must ensure you are connected to the internet at all times in order to vote when the Chair commences polling on resolutions being put to the meeting. Therefore, it is your responsibility to ensure connectivity for the duration of the meeting.
• o For a Registered Shareholder on the Canadian branch register of members, the username is the Holder Account Number located on the Form of Proxy and the password will be the 15 digit control number also located on the Form of Proxy.
• o Prior to the date of the Annual General Meeting, a user guide will be uploaded to Endeavour's website to assist shareholders with logging in and voting at the Annual General Meeting.

During the Annual General Meeting (as applicable), Registered Shareholders and duly appointed proxies must ensure they are connected to the internet at all times in order to vote when polling is commenced on the resolution put before the Annual General Meeting. It is their responsibility to ensure internet connectivity.

Accessing the telephone line

To be able to speak or ask a question verbally at the meeting, you must log into the meeting where the telephone number and Access Code will be available once you have logged into the meeting.

6. CDS Shareholders

The information set out in this section will be relevant to CDS Shareholders, as they do not hold shares in their own name and are therefore not classified as Registered Shareholders for the purposes of this document.

Shareholders who hold shares in CDS must follow the procedures outlined below to participate in the Annual General Meeting.

Shareholders who fail to comply with the procedures outlined below may nonetheless listen to the live audio webcast of the Annual General Meeting by logging in online at Meetnow.global/EDMAGM2022.

If your shares are listed in an account statement provided to you by a broker or other intermediary, then, in almost all cases, those shares will not be registered in your name on the register of members. Those shares will more likely be registered under the name of an intermediary (such as a bank or broker) or an agent of that intermediary. If that applies to you, you are a CDS Shareholder.

In Canada, the vast majority of such shares are registered under the name of "CDS & Co.", the registration name of CDS Clearing and Depository Services Inc., which acts as nominee for many Canadian brokerage firms. Shares held by intermediaries can only be voted (for or against resolutions) upon the instructions of the CDS Shareholders. Without specific instructions, the intermediaries are prohibited from voting shares for their clients. The Company does not know for whose benefit the shares registered in the name of CDS & Co., or another intermediary, are held.

CDS Shareholders who have an interest in shares as at 14 April 2022 may exercise their voting rights in respect of the Annual General Meeting. This can be done in one of two ways:

• o instructing a vote through an intermediary at the Annual General Meeting (see "Voting by CDS Shareholders before the Annual General Meeting" below); or
• o attending the Annual General Meeting and completing a ballot online (see "Voting by CDS Shareholders at the Annual General Meeting" below).

Voting by CDS Shareholders before the Annual General Meeting

Applicable securities law requires intermediaries to seek voting instructions from beneficial shareholders in advance of shareholder meetings. Every intermediary has its own mailing procedures and provides its own return instructions, which should be carefully followed by CDS Shareholders in order to ensure that their shares are voted at the Annual General Meeting or any adjournment or postponement thereof. Often, the form of proxy supplied to a CDS Shareholder by its intermediary is identical to the Form of Proxy provided to a Registered Shareholder; however, its purpose is limited to instructing the intermediary on how to vote (or instructing the voting) on behalf of the CDS Shareholder. The majority of intermediaries now delegate responsibility for obtaining instructions from clients to Broadridge. Broadridge typically mails a scannable voting instruction form in lieu of the Form of Proxy.

In accordance with the requirements of National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer, the Company has elected to send the meeting materials directly to the non-objecting beneficial owners. The Company has not agreed to pay to distribute the meeting materials to objecting beneficial owners, who are non-registered beneficial owners who have objected to their intermediary disclosing ownership information about themselves to the Company.

If you are a CDS Shareholder – holding your shares through a bank, broker, trust company or custodian – you are requested to complete and return the voting instruction form (through one of the methods specified in the form) to Broadridge or your designated proxy service provider. Alternatively, CDS Shareholders can call the toll-free telephone number printed on your voting instruction form or go

to www.proxyvote.com and enter your 16-digit control number to deliver your voting instructions.

Broadridge tabulates the results of all instructions received and provides appropriate instructions to the transfer agent regarding the voting of shares to be represented at the Annual General Meeting (or any adjournment or postponement thereof). The Company may utilise Broadridge QuickVoteTM service to assist CDS Shareholders that are "nonobjecting beneficial owners" with voting their shares over the telephone.

Voting by CDS Shareholders at the Annual General Meeting

A CDS Shareholder can only vote its shares virtually at the Annual General Meeting if:

• o it has previously appointed itself as the proxy for its shares by printing its name in the space provided on the voting instruction form and submitting it as directed on the form; and
• o by no later than 9 a.m. (Toronto time) on 20 May 2022, it has gone to http://www.computershare.com/endeavour to register with Computershare and obtain a username for the Annual General Meeting. This username will allow a CDS Shareholder to log in to the live audio webcast and vote at the Annual General Meeting. Without a username, a CDS Shareholder will not be able to ask questions or vote online at the Annual General Meeting.

A CDS Shareholder may also appoint someone else as its proxy for its shares by printing their name in the space provided on the voting instruction form and submitting it as directed on the form. If the CDS Shareholder's proxy intends to attend and participate at the Annual General Meeting, after the voting instruction form has been submitted, the CDS Shareholder must go to http://computershare.com/Endeavour by no later than 9 a.m. (Toronto time) on 20 May 2022 to register so that Computershare may provide the proxy with a username via email. Without a username, a proxy will not be able to ask questions or vote at the Annual General Meeting and will only be able to listen to proceedings as a guest.

Voting instructions must be received in sufficient time to allow the voting instruction form to be forwarded by the CDS Shareholder's intermediary to Computershare before 9 a.m. (Toronto time) on 20 May 2022. If a CDS Shareholder plans to attend and participate (by voting or asking questions) in the Annual General Meeting (or to have its proxy attend and participate in the Annual General Meeting), such shareholder or its proxy must complete the proper documentation well in advance of the Annual General Meeting such as to give that CDS Shareholder's intermediary sufficient time to forward the necessary information to Computershare before 9 a.m. (Toronto time) on 20 May 2022. CDS Shareholders should contact their respective intermediaries well in advance of the Annual General Meeting and follow its instructions if they want to participate in the Annual General Meeting.

7. Instructions for logging in to the Annual General Meeting

Attending the Annual General Meeting through the electronic platform allows Registered Shareholders and duly appointed proxies (including CDS Shareholders who have duly appointed themselves or a third party as proxies) to participate, ask questions and vote at the Annual General Meeting.

Guests, including CDS Shareholders who have not duly appointed themselves or a third party as a proxy, can log into the Annual General Meeting as a guest only. Guests may listen to the Annual General Meeting but will not be entitled to vote or ask questions.

The process for shareholders to attend the Annual General Meeting through the electronic meeting is as follows:

• o Registered Shareholders and duly appointed proxies may log in by going to meetnow.global/EDMAGM2022, clicking "Join meeting"", entering their username and password before the start of the Annual General Meeting and clicking on the "Login" button. It is recommended that you log in at least one hour before the time fixed for the start of the Annual General Meeting.
• o For a Registered Shareholder on the principal (UK) register of members, the username is the Shareholder Reference Number located on the Form of Proxy or in the email notification you received, and the password will be the PIN number also located on the Form of Proxy or in the email notification you received.
• o For a Registered Shareholder on the Canadian branch register of members, t the username is the Holder Account Number located on the Form of Proxy and the password will be the 15 digit control number also located on the Form of Proxy.
• o For duly appointed proxyholders (including CDS Shareholders who have appointed themselves as proxies), your invitation will be provided to you by Computershare after the proxy voting deadline has passed (i.e. after 2 p.m. (London time) on 20 May 2022), provided that the proxy has been duly appointed and registered in accordance with the procedures outlined in this document.
• o Shareholders may listen to the live audio webcast of the Annual General Meeting by going to the same URL noted above and selecting "Guest" on the login screen. However, they will not be able to ask questions or vote at the Annual General Meeting.

During the Annual General Meeting, shareholders and duly appointed proxies attending through the electronic platform must ensure that they are connected to the internet at all times in order to vote when polling is commenced on the resolution put before the Annual General Meeting. It is their responsibility to ensure internet connectivity.

Prior to the date of the Annual General Meeting, a user guide will be uploaded to the Company's website to assist shareholders with logging in and voting at the Annual General Meeting (as applicable).

Technical Issues

If you experience any technical issues with the site you may either call Computershare on the telephone number provided on the site or once you have entered the meeting, you can raise your question using the chat function. If you have technical issues prior to the start of the meeting you should contact Computershare on the shareholder helpline (0370 702 0000).

Part IV Notes to Notice of Meeting

Hybrid Meeting

• 1. In accordance with Article 50.1 of the Company's articles of association, the Company is permitted to convene and hold a general meeting with participants attending in person or via an electronic platform (a "Hybrid Meeting"). The Company will hold the Annual General Meeting as a Hybrid Meeting.
• 1. The Directors consider that the arrangements put in place with respect to holding the Annual General Meeting as a Hybrid Meeting are necessary to ensure the identification of those taking part and the security of the electronic communication. Please see Notes 10 and 11 for further details with respect to remote participation and questions.
• 3. Shareholders seeking to attend or participate in the Annual General Meeting via an electronic platform are responsible for ensuring that they have access to facilities (including, without limitation, systems, equipment and connectivity) which are necessary to enable them to do so. Unless the Annual General Meeting is adjourned by the Chair of the meeting in accordance with the provisions of the Company's articles of association, any inability of person or persons to attend or participate in a Hybrid Meeting via an electronic platform will not affect the validity of the Annual General Meeting, or any business conducted at the Annual General Meeting up to the point of adjournment, or any action taken pursuant to the Annual General Meeting.

Proxy Appointment

• 1. A member is entitled to appoint a person other than the person designated in the form of proxy as his/her proxy to exercise all or any of his/her rights to attend and to speak and vote at the meeting. A proxy need not be a shareholder of the Company, however, shareholders are strongly encouraged to appoint the Chair of the meeting as proxy. A shareholder may appoint more than one proxy in relation to the Annual General Meeting provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that shareholder. The appointment of a proxy should be undertaken in accordance with the procedures contained in the document of which this notice of meeting forms part. The shares represented by the proxy will be voted in accordance with the instructions of the shareholder.
• 1. A form of proxy is enclosed. Subject to the UK Government guidance on public gatherings in force at the time of the Annual General Meeting and the discretion of the Directors, the appointment of a proxy will not prevent a member from subsequently attending and voting at the meeting in person. Instructions for the completion and submission of the form of proxy are included in Part II of the document of which this notice of meeting forms part.

Nominated Persons

1. The right to appoint a proxy does not apply to persons whose shares are held on their behalf by another person and who have been nominated to receive communications from the Company in accordance with Section 146 of the Companies Act 2006 ("nominated persons"). Nominated persons may have a right under an agreement with the member who holds the shares on their behalf to be appointed (or to have someone else appointed) as a proxy. Alternatively, if nominated persons do not have such a right, or do not wish to exercise it, they may have a right under such an agreement to give instructions to the person holding the shares as to the exercise of voting rights.

Information about shares and voting

1. On 14 April 2022, which is the latest practicable date before the publication of this document, the total number of issued ordinary shares (each carrying one vote each on a poll) in the Company is 248,551,052, of which 54,200 are held in treasury. Therefore, the total number of votes exercisable as at 14 April 2022 is 248,496,852.

Record date for right to attend and vote

1. Entitlement of registered shareholders to attend and vote at the meeting, and the number of votes which may be cast at the meeting, will be determined by reference to the Company's register of members at the record time of 6 p.m. (London time) on 20 May 2022 or, if the meeting is adjourned, 6 p.m. (London time) on the day falling two days prior to the date fixed for the adjourned meeting (as the case may be). In each case, changes to the register of members after such time will be disregarded.

Corporate representatives

1. Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a member provided that they do not do so in relation to the same shares. Please contact Computershare by emailing corporate-representatives@computershare.co.uk providing details of your appointment including their email address, confirmation of the meeting they wish to attend and a copy of the letter of representation, so that unique credentials can be issued to allow the corporate representative to access the electronic meeting. Access credentials will be emailed to the appointee one working day prior to the meeting. If documentation supporting the appointment of the corporate representative is supplied later than the deadline for appointment of a proxy, issuance of unique credentials to access the meeting will be issued on a best endeavours basis.

Remote participation

1. As set out in Notes 1 and 3, because the Annual General Meeting is being held as a Hybrid Meeting, shareholders who are named in the Company's register of members as members of the Company at the relevant time (see Note 8) and duly appointed proxies will be able to participate, ask written questions in "real time" (in addition to in advance of the Annual General Meeting – see Note 11 for further details) and vote at the meeting by logging in to the live audio webcast online at meetnow.global/EDMAGM2022 and following the instructions set out in Part III of the document of which this notice of meeting forms part.

Questions in advance of the Annual General Meeting

1. In order to provide our shareholders with an opportunity to ask questions regarding the business of the meeting, we ask that questions are sent via email to investor@endeavourmining.com at least seven days in advance of the Annual General Meeting. The Company must cause to be answered any such question relating to the business being dealt with at the meeting but no such answer need be given if (a) to do so would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information, (b) the answer has already been given on a website in the form of an answer to a question, or (c) it would be contrary to the interests of the Company or the conduct of the meeting. We will collate the questions received and may group questions thematically in providing responses, both during the Annual General Meeting and on our website. We will publish a copy of the answers on our website as soon as reasonably practicable following the Annual General Meeting.

Website information

1. A copy of this notice and other information required by Section 311A of the Companies Act 2006 can be found at https://www.endeavourmining.com.

Voting by poll

1. In accordance with Article 53.3 of the Company's articles of association, the resolution to be put to the meeting will be voted on by poll and not by show of hands. A poll reflects the number of voting rights exercisable by each member and so the Board considers it a more democratic method of voting. However, the Chair may, in accordance with the articles of association, deem it necessary to adjourn the Annual General Meeting until a later date and therefore propose a resolution to adjourn and/or other resolutions at the Annual General Meeting itself, and any such resolution(s) would be voted by a show of hands. The results of the voting will be announced to the London Stock Exchange and the Toronto Stock Exchange as soon as possible after the conclusion of the Annual General Meeting.

Voting by electronic means

1. Instructions on how to vote electronically are found in the document of which this notice of meeting forms part.

Use of electronic address

1. Members may not use any electronic address provided in either this notice of meeting or any related documents (including the enclosed form of proxy) to communicate with the Company for any purposes other than those expressly stated.

Documents available for inspection

1. This notice of meeting will be available for inspection from the date of this notice of meeting until the close of the Annual General Meeting at One Silk Street, London EC2Y 8HQ and at the Annual General Meeting for at least 15 minutes before and during the meeting.

COVID-19

1. The Board may decide that it is in the interests of our employees and shareholders to adopt measures to preserve the health and wellbeing of any persons who seek to attend the Annual General Meeting in person at One Silk Street, London EC2Y 8HQ. These measures may include temperature checks, mask wearing and social distancing. Attendance of non-shareholders will not be permitted and no refreshments will be provided before, during or after the Annual General Meeting. If you are required to selfisolate or quarantine, please do not attend the Annual General Meeting in person. Anyone attempting to attend the Annual General Meeting in person and displaying COVID-19 symptoms may not be admitted to the Annual General Meeting and/or may be removed from the Annual General Meeting to ensure the health and wellbeing of other individuals in attendance.

2. 1. The UK Government's measures may change in response to further developments between the date of this document and the date of the Annual General Meeting, and there is no guarantee that the anticipated guidance will remain the same by the date of the Annual General Meeting. The Company therefore encourages shareholders to check its website (www.endeavourmining.com) regularly for the latest information on its engagement with shareholders and arrangements for the Annual General Meeting. Further announcements regarding the Annual General Meeting will be announced via the Company's website, a Regulatory Information Service and posted to SEDAR, as required.
3. 1. All shareholders, proxies and other in person attendees should also bring official photo ID (such as a driving licence, national identity card or passport) to attend the Annual General Meeting as he or she will be asked to show it to the reception team on arrival.

Part V Board of Directors and Governance

1. Board of Directors and Governance

1.1 Board Overview

The Company, its Board and its Management are committed to implementing best practices in corporate governance and transparency. As a company with a premium listing on the London Stock Exchange the Company is required under the Financial Reporting Council (FRC) Listing Rules to apply the Principles and comply with the Code Provisions of the UK Corporate Governance Code 2018 issued in July 2018 (the "UK Code"). The Company is currently in a period of transition as a premium-listed company in London and there are a few areas where the Company is not yet wholly compliant with the UK Code. The Company aims to continue to develop its governance procedures and practise as it grows its business and progressively aligns itself with best practices for London listed companies. As a Canadian reporting issuer, the Company's current corporate governance practices and policies are subject to and consistent with the Canadian Securities Administrators' National Policy 58-201 – Corporate Governance Guidelines.

The Board is responsible for the overall corporate governance of the Company. The Board regularly monitors and seeks to improve the Company's corporate governance practices through its evaluation of regulatory developments with respect to corporate governance and the transparency of public company disclosure. All corporate policies and Board/Committee Charters are reviewed on a continuing basis in light of emerging issues and market trends. The Board of Director's duties are set out in the Board of Directors Corporate Governance Guidelines found on the Company's website at www.endeavourmining.com.

The Company, its Board and its Management recognize the integral role of strong corporate governance practices in ensuring that the Company is effectively managed with a view to achieving its strategic and risk oversight objectives and protecting its employees, shareholders and other stakeholders. Enhancing governance oversight, while at the same time enhancing shareholder value, is a key driver for the Corporate Governance and Nominating Committee as it designs and guides the Company's approach to significant issues of corporate governance. Endeavour's governance practices, the role of the Corporate Governance and Nominating Committee and some of its current areas of focus are described in more detail below and throughout this Circular.

The Board carries out its mandate and exercises its duties directly and through its committees. The Board currently has five standing committees: the Audit Committee; the Corporate Governance & Nominating Committee; the ESG Committee; the Remuneration Committee and the Technical, Health & Safety Committee. For further details on the functions and composition of each committee see heading "1.3.8 – Committees of the Board" in this Part V.. The full text of the Company's charters governing each Committee are available on the Company's website at www.endeavourmining.com.

The Board recognizes that a broad range of skills and expertise is necessary for the Board to discharge its responsibilities. Specific skills and expertise must be considered in the context of integrity and good judgment, together with the ability to devote sufficient time to Board affairs. The following table provides an overview of the 2022 nominees and each nominee's detailed biographical information can be found on the following pages.

1.2 Board Nominees

Both prior to and since the London listing, we have evaluated the mix of skills and experience on our Board and made a number of changes to achieve compliance with the UK Code and to rebalance the skills and experience mix. We are continually evaluating the requirements of the business versus the composition of the Board. In respect of the Chair succession, we have conducted a global search process for a new Chair and the Board has selected Venkat as the successor Chair to Michael Beckett and Ian Cockerill as the Senior Independent Non-Executive Director.

	SRINIVASAN VENKATAKRISHNAN – DIRECTOR AND INCOMING CHAIR
	Venkat has over 30 years of experience across the natural resources sector in finance, strategy, restructuring, senior executive and board leadership positions. During this time, his career has spanned across six continents, 15 countries and several metals, notably gold.
	Venkat was the CEO of the global gold producer, AngloGold Ashanti Limited from 2013 to 2018, and was the Group CEO of the diversified natural resources group Vedanta Resources Limited from 2018 to 2020. He has successfully brought new projects into production, driven portfolio rationalisation, improved productivity and delivered growth and M&A. During his leadership, overall safety and sustainability trends in these companies improved whilst they demonstrated sharpened focus on improving sustainable free cash flow and returns.
	Venkat is an Independent Non-Executive Director of BlackRock World Mining Trust plc and Weir Group plc.
	He is a qualified Chartered Accountant and holds a commerce degree. He has been a member of the Financial Review Investigation Panel of the Johannesburg Stock Exchange and represented member companies on the Boards of various industry bodies, including the World Gold Council, International Council on Mining and Metals and the South African Chamber of
Location:	Principal occupation:	Shareholding as of Record Date:
Johannesburg	Various director appointments	Nil
Director since: New nominee		2021 total compensation: N/A
Other public company	Committees:	SKILLS AND EXPERTISE
directorships: BlackRock World Mining Trust plc Weir Group plc Roscan Gold Corporation(1)	N/A	• Strategy & Leadership • Metals & Mining • Finance • Public Policy • Accounting • International Business • Operation & Exploration • Corporate Governance • Sustainability
2021 ATTENDANCE
N/A

⁽¹⁾ Venkat is not standing for re-election to the board of Roscan Gold Corporation at its AGM on 26 April 2022.

JAMES EDWARD ASKEW – DIRECTOR
	Jim Askew is a mining engineer with over 45 years of international experience as a Chief Executive Officer and board member for a wide range of international publicly listed mining and mining related companies. He has had a continuous involvement with the African mining industry since 1985. He has extensive technical expertise in open pit and underground mines including design, construction and operations. Currently, he is the Chair of Syrah Resources Limited and a Non-Executive Director of Evolution Mining Ltd. Jim was awarded, amongst other awards, the AusIMM's President's Medal in 2018 for services to the global mining industry.
Location: Denver, Colorado Director since: July 20, 2017(1)	Principal occupation: Various chair and director appointments	Shareholdings as of Record Date: 33,929 Deferred Share Units 2021 total compensation: US\$240,000 (100% DSUs)
Other public company directorships: Syrah Resources Limited Evolution Mining Ltd. (Chair)	Committees: ESG Technical, Health and Safety	SKILLS AND EXPERTISE • Strategy & Leadership • Metals & Mining • Finance • Public Policy
2021 ATTENDANCE Board ESG Technical, Health & Safety (Chair)	Meetings % 9/10 90% 2/2 100% 7/7 100%	• Human Resources • Accounting • International Business • Operation & Exploration • Corporate Governance • Sustainability

(1) From July 2017 until June 2021, Mr. Askew was a director of Endeavour Mining Corporation, and from June 2021, Mr. Askew was a director of Endeavour Mining plc, the successor to and parent company of Endeavour Mining Corporation.

ALISON CLAIRE BAKER – DIRECTOR
	Alison Baker has over 25 years' experience in providing audit, capital markets, advisory and assurance services to the energy and mining sectors, particularly in emerging markets, having previously been a partner at both PwC and EY. She is currently a Non-Executive Director and Audit Committee Chair at FTSE250 listed Helios Towers, senior independent director and Audit Committee Chair at Rockhopper Exploration and a non-executive director of Capstone Mining Corp. Ms. Baker is a member of Chapter Zero, the Directors' Climate Forum for UK Non-Executive Directors and chairs the ACCIF (Audit Committee Chairs' Independent Forum) Steering Group Report on Climate Change. She is a qualified chartered accountant of the Institute of Chartered Accountants of England and Wales and earned a Bachelor of Science in mathematical sciences from Bath University.
Location:	Principal occupation:	Shareholding as of Record Date:
Winchester, England	Various director appointments	4,287 Deferred Share Units
Director since:		2021 total compensation:
March 5, 2020=(1)		US\$230,000 (74% cash 26% DSUs)
Other public company	Committees:	SKILLS AND EXPERTISE
directorships:	Audit (Chair)
	ESG	• Strategy & Leadership
Capstone Mining Corp.		• Metals & Mining
Helios Towers plc

Rockhopper Exploration plc			• Finance • Accounting • International Business
2021 ATTENDANCE	Meetings	%	• Corporate Governance • Sustainability
Board Audit (Chair) ESG	10/10 11/11 2/2	100% 100% 100%

(1) From March 5, 2020 until June 2021, Ms. Baker was a director of Endeavour Mining Corporation, and from June 2021, Ms. Baker was a director of Endeavour Mining plc, the successor to and parent company of Endeavour Mining Corporation.

IAN COCKERILL – SENIOR INDEPENDENT NON-EXECUTIVE DIRECTOR
	Ian Cockerill has over 45 years of experience in the global natural resources industry. He has extensive operational, project and leadership experience, having held executive roles at major international mining companies, including Chief Executive Officer of Gold Fields and Anglo Coal, a subsidiary of Anglo American, and non-executive positions.
	Mr. Cockerill is a Non-Executive Director of BHP Group, a Director of the Leadership for Conservation in Africa (a not-for-profit organisation). He was the former Chair of BlackRock World Mining Trust plc and Polymetal International plc, the former Lead Independent Director of Ivanhoe Mines Ltd and former Director of Orica Limited. He also became a member of the La Mancha Advisory Committee in July 2021 and will step down prior to taking up his position as the SID to maintain his independent status.
	Mr. Cockerill holds a BSc (Hons) degree in Geology from London University, an MSc in Mineral Production Management from the Royal School of Mines, at Imperial College and participated in the Advanced Management Programme at Templeton College Oxford.
Location: Singapore	Principal occupation: Various director appointments	Shareholding as of Record Date: 13,400 Shares
Director since: New nominee		2021 total compensation: N/A
Other public company directorships: BHP Group	Committees: N/A	SKILLS AND EXPERTISE • Strategy & Leadership • Metals & Mining • International Business • Finance • Public Policy • Human Resources • Corporate Governance • Operations and Exploration
2021 ATTENDANCE N/A		• International Business

LIVIA MAHLER – DIRECTOR
	committees of Ivanhoe Mines, University of British Columbia.	Livia Mahler has significant experience having sat on a number of Boards, Audit committees and Compensation committees. Ms. Mahler is currently President and Chief Executive Officer of Computational Geosciences Inc., a company that provides geophysical data processing services to the mining and oil & gas industries. She previously served on the Audit and Compensation Diversified Royalty Corp., Turquoise Hill Resources Ltd. and DuSolo Fertilisers Inc. Ms. Mahler's background also includes 20 years of venture capital experience where she invested in technology companies and was widely recognised for her strategic insights into the Canadian venture capital industry. She received a Bachelor of Science degree from the Hebrew University of Jerusalem and an MBA from the
Location:	Principal occupation:	Shareholding as of Record Date:
Vancouver, Canada	Chief Executive Officer of	23,298 Deferred Share Units
	Computational Geosciences Inc.
Director since:		2021 total compensation:
October 1, 2016(1)		US\$245,000 (49% cash - 51% DSUs)
Other public company	Committees:	SKILLS AND EXPERTISE
directorships:	Audit
None	Remuneration	• Strategy & Leadership
	Technical Health and Safety	• Metals & Mining
		• Finance
2021 ATTENDANCE	Meetings %	• Public Policy
		• Human Resources
Board	10/10 100%	• Accounting
Audit	11/11 100%	• International Business
Remuneration	8/8 100%	• Operation & Exploration
Technical, Health & Safety	7/7 100%

(1) From October 2016 until June 2021, Ms. Mahler was a director of Endeavour Mining Corporation, and from October 2016, Ms. Mahler was a director of Endeavour Mining plc, the successor to and parent company of Endeavour Mining Corporation.

DAVID JACQUES MIMRAN – DIRECTOR
	David Mimran was formerly a director and the largest shareholder of TSX-listed Teranga Gold Corporation, and has tremendous knowledge and experience of operating within West Africa. He is currently CEO of Tablo Corporation, Miminvest SA, and Mimran Natural Resources, all established as investment vehicles in West Africa's natural resource sector by himself and the Mimran Group, a family conglomerate with a history of successful business operations in Africa and Europe. Previously, he held a number of senior positions in the financial sector, including Vice Chair and founding partner of Breeden Partners, L.P., an actively managed investment fund focused on value generation in U.S. public companies, Vice Chair of Milestone Merchant Partners, a Washington-based investment bank and as a director and principal to the Bank of West Africa (CBAO), one of the largest banking groups in the region.
Location:	Principal occupation:	Shareholding as of Record Date(1):
Abidjan, Côte d'Ivoire	Businessperson	8,731 Deferred Share Units
Director since:		2021 total compensation:
February 10, 2021(1)		US\$150,639 (100% DSUs)
Other public company	Committees:	SKILLS AND EXPERTISE
directorships:	None
None		• Strategy & Leadership
		• Metals & Mining

2021 ATTENDANCE(3)	Meetings %	• Finance
		• Public Policy
Board	8/9 89%	• International Business

• (1) Tablo Corporation, a privately-held investment holding company controlled by Mr. David Mimran, holds 15,578,307 Shares
• (2) From February 2021 until June 2021, Mr. Mimran was a director of Endeavour Mining Corporation, and from June 2021, Mr. Mimran was a director of Endeavour Mining plc, the successor to and parent company of Endeavour Mining Corporation.
• (3) Mr. Mimran was appointed as a director on February 10, 2021, subsequent to the first meeting of the year. His attendance is calculated based on the number of Board meetings held since his appointment.

NAGUIB ONSI SAWIRIS – DIRECTOR

	Naguib Sawiris is Chair of the Board of La Mancha Holding S.à r.l, Chair of the Board of Orascom TMT Investments S.à r.l., and Chair and CEO of Orascom Investment Holding S.A.E. He is also Chair of Euronews SA Supervisory Board, a director of Prima TV SpA and Aya Napa Marina Limited. The Sawiris Family group has substantial interests in the telecom, construction, fertiliser, cement, real estate and hotel development industries and other businesses. Mr. Sawiris founded Orascom Telecom Holding and developed it into a leading regional telecom player. Subsequently a merger of Orascom with VimpelCom Ltd created the world's sixth largest mobile telecommunications provider. He has received a number of honorary degrees, industry awards and civic honors, including the 'Légion d'Honneur', the highest award given by the French Republic for outstanding services rendered to France, the Honor of Commander of the Order of the 'Stella della Solidarietà Italiana', and the prestigious 'Sitara-e-Quaid-e-Azam' award for services rendered to the people of Pakistan in the field of telecommunications, investments and social work. Naguib serves on a number of additional Boards, Committees and Councils including London Stock Exchange's Africa Advisory Group, and the Arab Thought Foundation. He has also served on the Advisory Committee to the NYSE and on the International Advisory Board to the National Bank of Kuwait.
Location:	Principal occupation:	Shareholding as of Record Date:
Cairo, Egypt	Businessperson	N/A(1)
Director since:		2021 total compensation:
November 27, 2015(1)		US\$170,000 (100% cash)
Other public company	Committees:	SKILLS AND EXPERTISE
directorships:	None
Orascom Investment		• Strategy & Leadership
Holdings S.A.E	• Metals & Mining
		• Finance
2021 ATTENDANCE	Meetings %	• Public Policy • International Business
Board	8/10 80%

• (1) 48,758,484 Shares are held by La Mancha Global Holdings Ltd., a privately held gold investment company whose ultimate beneficial owner is Mrs. Yousriya Nassif Loza. Mr. Sawiris is Chair of the Board of La Mancha.
• (2) From November 2015 until June 2021, Mr. Sawiris was a director of Endeavour Mining Corporation, and from June 2021, Mr. Sawiris was a director of Endeavour Mining plc, the successor to and parent company of Endeavour Mining Corporation.

TERTIUS ZONGO – DIRECTOR

	Tertius Zongo is a former Prime Minister of Burkina Faso, a position which he held from 2007 until 2011. Prior to this, Mr. Zongo served as Burkina Faso's Ambassador Extraordinary and Plenipotentiary to the USA from 2002 until 2007. He has also held a number of positions within the Burkinabe government including Minister of State for Planning and Budget and Minister of Economy and Finance. Since 2018, Mr. Zongo has served as the Director of the 'Chair Sahel' at the Foundation for Studies and Research on International Development (FERDI), which aims to better inform public and private decision makers to ensure the sustainable development of the Sahel region. Before his career in government, Mr. Zongo taught accounting, business economics and financial management at the University of Ouagadougou and the National School of Financial Controls in Burkina Faso. He holds a Bachelor of Arts and a Master's degree in economics from the University of Dakar, Senegal. In addition he holds a business management degree from the Institute of Business Management of Nantes, France. Currently he sits on the board of ECOBANK Côte d'Ivoire and previously, he was on the board of SEMAFO.
Location: Ouagadougou, Burkina Faso	Principal occupation: Various director appointments	Shareholding as of Record Date: 6,751 Deferred Share Units
Director since: July 1, 2020(1)		2021 total compensation: US\$230,000 (59% cash – 41% DSUs)
Other public company	Committees:	SKILLS AND EXPERTISE
directorships:	Audit
ECOBANK Côte d'Ivoire	Corporate Governance & Nominating ESG	• Strategy & Leadership • Finance • Public Policy
2021 ATTENDANCE	Meetings %	• Accounting
		• International Business • Corporate Governance
Board Audit	10/10 100% 10/11 91%
Corporate Governance & Nominating	5/7 71%
ESG	2/2 100%

(1) From July 2020 until June 2021, Mr. Zongo was a director of Endeavour Mining Corporation, and from June 2021, Mr. Zongo was a director of Endeavour Mining plc, the successor to and parent company of Endeavour Mining Corporation.

SÉBASTIEN DE MONTESSUS – CHIEF EXECUTIVE OFFICER AND DIRECTOR

	Sébastien de Montessus is CEO of Endeavour. Under his leadership, he has introduced key strategic objectives, the achievement of which have created a senior gold producer with a sustainable business that generates long term cash flow. Prior to this, he served as the CEO of the La Mancha Group between 2012 and 2016. Under his leadership, La Mancha doubled its production through optimisation efforts before undergoing a significant portfolio restructuring. Previously to La Mancha, Mr. de Montessus was a member of the Executive Board and Group Deputy CEO of AREVA Group (now Orano), a leading nuclear energy corporation and CEO of AREVA Mining, which focused on uranium assets. He served as a Board member of Evolution Mining from 2015 - 2018 and ERAMET from 2010 - 2012. Before joining AREVA in 2002, Mr. de Montessus was an investment banker at Morgan Stanley in London specialising in M&A and Equity Capital Markets. He is a business graduate of ESCP-Europe Business School in Paris.
Location:	Principal occupation:	Shareholding as of Record Date:
London, England	Chief Executive Officer of Endeavour	721,843 Shares

Director since: November 27, 2015(1)		309,310 EGC Tracker Shares 511,721 PSU Equivalents 2021 total compensation: See Summary Compensation Table in Part VI of this Circular
Other public company directorships: None	Committees: None	SKILLS AND EXPERTISE • Strategy & Leadership • Metals & Mining
2021 ATTENDANCE	Meetings %	• Finance • Public Policy
Board	10/10 100%	• Human Resources • Accounting • International Business • Operation & Exploration • Corporate Governance • Sustainability

(1) From November 2015 until June 2021, Mr. de Montessus was a director of Endeavour Mining Corporation, and from June 2021, Mr. de Montessus was a director of Endeavour Mining plc, the successor to and parent company of Endeavour Mining Corporation.

1.3 Corporate Governance

1.3.1 Committed and engaged Board

To succeed in implementing an ambitious growth strategy and to manage risks facing the business, the Company sees the need for the Board to have an active, engaged role in decision-making. A business which is growing in scale and complexity requires more frequent and detailed input from the Board. With this in mind, the Board aims to meet in person at least five times annually (and more often if needed), with one of those meetings held in West Africa. Frequency of Board meetings is driven by levels of activity, and in 2021 there were ten Board meetings, reflecting the intense pace of corporate events, with one of such meetings being held in person in Senegal and one in person in London. Due to restrictions related to the COVID-19 pandemic, not all directors were able to attend at the locations of the in-person meetings and as such they continued to participate virtually in such meetings. The Corporate Governance and Nominating Committee continuously monitors the performance of the Board and its Committees, and considers whether the mix of directors' skills, expertise and experience is best suited to achieve the strategic goals of the Company and carrying out the mandate of the Board.

The Company's ongoing director education programs entail, consistently each year, mine site visits, regular briefings from staff and management, reports on issues relating to the Company's operations, and other initiatives intended to keep the Board abreast of new developments and challenges that the business may face. The Board visited the Sabodala-Massawa mine site in November 2021, the Ity mine site in Côte d'Ivoire in 2019 and 2018, and the Houndé and Karma mine sites in Burkina Faso in 2017. These periodic Board visits are in addition to any separate site visits independently conducted by members of the Technical, Health & Safety Committee, a number of which have occurred each year (other than during COVID-19 restrictions). In conjunction with the Technical, Health & Safety Committee, the Board obtains regular briefings from security experts on best practices to monitor and mitigate security risks to the Company's personnel and assets in West Africa, and periodic reports from the Executive Committee and Senior Vice President - Security, on implementation of security processes and

procedures. In Q1 2021, the Board engaged in discussions on identifying opportunities to improve governance and risk oversight in light of the LSE Listing. These discussions led the Board to revise all of its corporate policies. The Company's latest corporate policies are on its website at www.endeavourmining.com.

The Board receives presentations from and engages in dialogue with Management regularly on various operational, business, industry and other key issues facing the Company. This occurs not just during scheduled Board meetings, but also at intervals between meetings. The Board reviews strategic goals in depth annually in addition to periodic progress updates on strategy at scheduled Board meetings. In this way the Board keeps abreast of any relevant developments and is fully engaged in business strategy, operational matters and risk oversight. The Company believes that constructive and direct feedback and informed decision-making at the Board level is a key ingredient to success.

1.3.2 Risk Management and Strategic Oversight

The Board, its Committees, and Management devote a significant amount of time to the identification, management, reporting and mitigation of enterprise and strategic risk. A description of the kinds of risks facing the Company can be found under the heading 'Risk Factors' in the Company's most recent Annual Information Form (AIF), which is available under the Company's profile at www.sedar.com.

Enterprise Risks: The Board receives regular updates on operational, financial, geopolitical, environmental and social risks, including tailings facilities management, capital project execution, rise of political instability, cybersecurity and climate change related risks.

Strategic Risks: Management presents strategic issues to the Board throughout the year, taking into account prevailing market conditions and other developments, and the CEO updates the Board on the progress of execution of our strategy at every regularly scheduled Board meeting, and further as may be necessary or advisable in the circumstances. In 2019 and 2020, the Board undertook a comprehensive review of strategic M&A opportunities to enhance shareholder value. This ultimately led to the acquisitions of SEMAFO and Teranga.

The Company manages its material business risks through the implementation and monitoring of various corporate and operational-level policies and procedures. For instance, the Company's policies on delegation of financial authority impose authorisation limits for expenditures, financial commitments and other transactions for corporate and operational activities on the basis of an individual's seniority within the Company. Operational-level compliance with authorisation limits and other accounting policies and financial controls is monitored by an internal controls manager based in the Company's operations hub in Abidjan, Côte d'Ivoire. The Company also has a centralised financial control function based in London, which oversees group-wide financial accounting and monitors tax compliance.

All significant business decisions require the approval of the Board, often relying on the recommendation of the relevant committee. In some cases, decisions may be delegated by the Board to a committee of the Board. The committee charters outline the roles of each committee. All committee charters are published on our website at www.endeavourmining.com.

Committees and individual directors may, in appropriate circumstances, engage (and have in the past engaged) independent professional advice at the expense of the Company. The Board and the committees also have access to Management throughout the year.

The Corporate Governance and Nominating Committee is responsible for monitoring ongoing governance compliance and considering and recommending nominations for directorships. As an element of its oversight, the Corporate Governance and Nominating Committee monitors the long-running judicial inquiry by French officials into the 2007 acquisition by Areva (a French multinational group involved in the nuclear power industry, and now called Orano) of UraMin (a Canadian company which owned uranium assets in Namibia and South Africa) and certain of its past executives and employees, including Sébastien de Montessus. Whilst Mr. de Montessus was not an employee of Areva's mining division when the terms of the UraMin Acquisition were agreed, he became Head of Mining at Areva in July 2007, shortly after the UraMin Acquisition was announced, and became a member of the Executive Board of Areva S.A. in June 2011, a position he held until March 2012.

One element of the inquiry relates to allegations that, during the time when Mr. de Montessus was Head of Mining at Areva, Areva published misleading accounts by failing to recognise, at the appropriate time, an impairment in relation to the value of the UraMin assets it acquired in 2007. Other elements of the inquiry relate to allegedly unlawful payments made by Areva/UraMin, and an investigation as to whether unlawful, retroactive payments were made to Areva executives (including Mr. de Montessus) following the acquisition.

From March 2018 to January 2022, Mr. de Montessus' status in the French inquiry generally was 'mis en examen', which can be translated as 'under judicial inquiry'. This describes the investigative stage of the inquiry and, contrary to certain media reports, does not equate to Mr. de Montessus being 'charged' or 'indicted', as those terms are understood in the UK and North America.

In January 2022, a French court ruled that Mr. de Montessus was no longer 'mis en examen' in relation to the accounting aspects of the inquiry. Mr. de Montessus expects to serve as a witness in any proceedings relating to those aspects of the inquiry. Mr. de Montessus status remains as 'mis en examen'' in relation to the inquiry into allegedly unlawful payments made by Areva/Uramin, and allegedly unlawful, retroactive payments made to Areva executives.

Since March 2018, when Mr. de Montessus' status became 'mis en examen', the Corporate Governance and Nominating Committee has determined that Mr. de Montessus has not been impeded in his ability to carry out his responsibilities and effectively execute his duties as Chief Executive Officer. None of the matters that are the subject of the inquiry relates to Endeavour, or any of its businesses or assets, and they entirely pre-date Mr. de Montessus joining the Company. The Corporate Governance and Nominating Committee has taken note of the January ruling in favour of Mr. de Montessus and will continue to keep under review its determination as to Mr. de Montessus' ability to carry out his responsibilities and execute his duties as the inquiry progresses.

1.3.3 Leadership Structure

The Board believes that its current leadership structure, in which the roles of Chair and CEO are separated, best serves the Board's ability to carry out its roles and responsibilities, including its oversight of management, and Endeavour's overall corporate governance. The Board also believes that the current structure allows the CEO to focus on managing the business, while relying on the Chair's experience to drive accountability at the Board level.

The respective duties, responsibilities, and relationships among the Board, the Chair, the committee Chairs and the Chief Executive Officer are described in greater detail below.

Proposed Board changes to comply with UK Code

Michael Beckett has served as the Chair of Endeavour since September 2010 so his appointment period exceeds the nine-year period stated in the UK Code as indicating circumstances which are likely to, or could appear to, impair a Non-Executive Director's independence. Accordingly, Michael Beckett is not considered to be an independent Chair for the purposes of the UK Code. The Company has completed a global search process for a longterm replacement for Mr. Beckett as the Chair of the Board and is nominating Venkat as the successor to Mr. Beckett.

The Company is also nominating Mr. Cockerill as a Senior Independent Non-Executive Director (SID) as recommended by the UK Code.

Board of Directors

In carrying out its oversight function, the Board of Directors, as the representative of the shareholders, reviews with management and sets the Company's priorities and ensures alignment with shareholder interests and Endeavour's purpose and values.

Chair

The roles of Chair and CEO are separate. The Chair's primary functions include providing leadership and direction to the Board and facilitating the functions and responsibilities of the Board according to its mandate while enhancing its overall effectiveness. The Chair is primarily responsible for presiding over all meetings of the directors and shareholders of the Company, assisting the Board, Board committees and the individual directors in effectively understanding and discharging their respective duties and responsibilities and overseeing all aspects of the Board and Board committee functions to ensure compliance with the Company's corporate governance practices.

Committee Chair

The primary responsibility of the Chair of each committee of the Board is to provide oversight and leadership to the respective committee with a view to enhancing the overall efficacy of the committee. Each committee Chair plays an integral role in the fulfilment of the committee's duties as set out in the charter of the applicable committee and the management of the committee process.

Chief Executive Officer

The Chief Executive Officer is responsible for setting the vision for the Company's long-term objectives, directing the overall affairs of the Company, developing and implementing the Company's strategy, managing its operations and projects, and identifying and developing new business relationships and opportunities for the growth of the Company. He is also responsible for ensuring Endeavour's operations are managed, with a target of best-in-class practices, and for maintaining strong relationships with strategic partners, including host governments and stakeholders in countries of critical importance to Endeavour.

1.3.4 Sustainability Focused

At Endeavour we are committed to being a responsible miner, building and maintaining meaningful and mutually beneficial long-term partnerships with key stakeholders, including our employees, our local communities, host countries and our investors. The Board places a high priority on sustainability and has undertaken several initiatives in recent years to hardwire sustainability into Endeavour's governance fabric.

In 2020, the Board reorganised its sub-committees to ensure a dedicated focus on environmental, social and governance ("ESG") issues and established an ESG committee to manage and oversee sustainability policies and practices throughout the organisation and support the corresponding management-led ESG committee.

We recognise the intensity of time and commitment that ESG matters will necessitate for the Board going forward, and this justifies the initiation of a dedicated ESG Committee. The ESG Committee will work with the management-level ESG committee, to provide oversight on sustainability matters including environmental stewardship, climate change, safety, occupational health, social responsibility, community relations, human rights and cultural heritage. The ESG Committee intends to incorporate shareholder feedback within the Company's ESG strategy and reporting.

In January 2019, Endeavour became a member of the World Gold Council ("WGC"), the market development organisation for the gold industry. In September 2019, the WGC launched the Responsible Gold Mining Principles (the "RGMPs"). The RGMPs reflect the commitment of the WGC's members to responsible mining and provide an over-arching framework that sets out clear expectations as to what constitutes responsible gold mining, in order to provide confidence to investors and supply chain participants. Endeavour has commenced implementing the RGMPs, in accordance with the WGC's timetable. The Company received external assurance for seven RGMPs in 2020. In 2021, the focus was on continuing to address the gaps identified by the internal gap analysis conducted in 2019. The Company is committed to implementing the RGMPs and completing an external verification within the World Gold Council's timeframe of September 2022.

Endeavour published its first Sustainability Report in 2018, for the fiscal year 2017, in accordance with the Global Reporting Initiative 'Core' standard, which documents the Company's key initiatives in the areas of environmental stewardship, community engagement, social investment, local employment, local procurement, economic contribution and ethical business. Each year Endeavour works to both improve its sustainability performance, as well as reporting. The Company now reports on its ESG performance in accordance with the Global Reporting Initiative, the Task Force on Climate-Related Financial Disclosure, Sustainability Accounting Standards Board and the Local Reporting Procurement Mechanism.

The Company believes that providing employment and procuring from local suppliers are two of the most significant economic contributions it can make to the communities in which it operates. Endeavour aims to hire much of its workforce from the local region in which its operation is located. In 2021, 95% of Endeavour's workforce were West African nationals. The Company also aims to procure as much as possible locally, in-country or from within the West African region. In 2021, Endeavour procured approximately \$1.3 billion worth of goods, being about 80% of its supplies, from West African suppliers.

The Company also undertakes a number of community investment projects at each of its mines and development projects, including skills training, educational scholarships, healthcare, water and sanitation, public infrastructure maintenance, capacity building and livelihood programs. Further details can be found in Endeavour's annual sustainability reports, available on its website: www.endeavourmining.com.

1.3.5 Attendance of Directors

Endeavour believes that an active board governs more effectively; therefore, directors are expected to make every reasonable effort to attend all meetings of the Board and Committees of which they are members. Subject in all instances to any COVID-19 pandemic restrictions and protocols, directors are otherwise encouraged to make an effort to attend any in-person meetings in person but may participate by teleconference or videoconference if they cannot.

The following table provides a summary of the number of Board and Committee meetings held during 2021 and attendance by each existing director. Héléne Cartier stepped down from the Board on February 10, 2021 and thus, is not included in the table below. Further, William Biggar and Frank Wheatley did not stand for re-election at Endeavour's Annual General Meeting held on May 25, 2021 and thus, are not included in the table below.

	Board Meetings	Audit	Corporate Governance & Nominating	ESG	Remuner ation	Technical	Boar d Meeti ngs Atten ded	Committee Meetings Attended
Number of Meetings	10	11	7	2	8	7
Director
Michael Beckett(1)	10/10	11/11	7/7	1/2	8/8	7/7	100%	97%
James Askew	9/10			2/2		7/7	90%	100%
Alison Baker	10/10	11/11		2/2			100%	100%
Livia Mahler	10/10	11/11			8/8	7/7	100%	100%
Sofia Bianchi(1)	10/10	11/11	7/7		8/8	7/7	100%	100%
Carmen Letton(1)(2)	5/5			1/2		1/7	100%	100%
David Mimran(3)	8/9						89%	N/A
Naguib Sawiris	8/10						80%	N/A
Tertius Zongo	10/10	10/11	5/7	2/2			100%	85%
Sebastien de Montessus	10/10						100%	N/A

(1) Indicates Directors who will not be standing for re-election at the AGM.

(2) Dr. Letton was appointed to the Board on May 25, 2021, to the Technical Committee in August 2021 and to the ESG Committee in October 2021.

(3) Mr. Mimran was appointed to the Board on February 10, 2021.

1.3.6 Director Independence and Other Relationships

The Board believes that it must be independent of Management to be effective. The Board, with help from the Corporate Governance and Nominating Committee, assesses personal, business, and other relationships and dealings between directors and Endeavour. In determining whether a director is independent, the Board considers the independence criteria set out in the applicable Canadian securities laws and the UK Code.

For the purposes of Canadian securities laws, the Board has determined that each of the existing directors, other than Sébastien de Montessus, is independent (9 out of 10 directors) and each of the director nominees, other than Sébastien de Montessus, is independent (8 out of 9 nominees). In assessing independence, the Board considers a director independent if he or she does not have a material relationship with Endeavour that could interfere with his or her exercise of independent judgment. Certain relationships (for example, being an officer of Endeavour) automatically mean a director is not independent.

For the purposes of the UK Code, the Board is currently comprised of five independent Non-Executive Directors, four non-independent Non-Executive Directors and one Executive Director. Michael Beckett was not considered independent for the purposes of the UK Code having served as the Chair of Endeavour since September 2010. This appointment period exceeds the nine-year period prescribed by the UK Code. At the forthcoming AGM, Mr. Beckett will retire from the Board and the Company is nominating Venkat as the new Chair of Endeavour. Mr. de Montessus is not considered to be independent for the purposes of the UK Code as he is the Chief Executive Officer of the Company. Messrs. Sawiris and Askew are not considered to be independent for the purposes of the UK Code as they are nominees of La Mancha which is considered a significant shareholder for the purposes of the UK Code. Mr. Mimran is not considered to be independent for the purposes of the UK Code as he is a nominee of Tablo Corporation which is considered a significant shareholder for the purposes of the UK Code. The Board is of the opinion that the Non-Executive Directors nominated for election at the 2022 AGM and declared as independent remain independent, in line with the definition set out in the UK Code and are free from any relationship or circumstances that could affect, or appear to affect, their independent judgement. At the conclusion of the AGM the Company expects the Board to be comprised of five independent and four non-independent directors, thereby being majority independent.

Director		Canadian Securities Laws		UK Code
	Independent	Not Independent	Independent	Not Independent
James Askew	x			x
Alison Baker	x		x
Michael Beckett (Chair)(1)	x			x
Sofia Bianchi(1)	x		x
Ian Cockerill (New SID nominee)	x		x
Sébastien de Montessus		x		x
Dr. Carmen Letton(1)	x		x
Livia Mahler	x		x
David Mimran	x			x
Naguib Sawiris	x			x
Srinivasan Venkatakrishnan (New Chair nominee)	x		x
Tertius Zongo	x		x

(1) Indicates Directors who will not be standing for re-election at the AGM.

1.3.7 Meetings of Non-Executive Directors

The Non-Executive Directors generally convene without Executive Directors and other Management at the conclusion of each meeting of the Board, and they are strongly encouraged to meet independently of Management on an as-needed basis. Directors are encouraged to raise issues of concern at any time. Any issues addressed at in camera sessions requiring action or awareness of Management are communicated by the independent directors. As the Committees of the Board are all made up solely of Non-Executive Directors, there is no specific need for separate in camera meetings following Committee meetings other than in the case of the Audit Committee. The Audit Committee meets in camera with the Company's auditors after every regularly scheduled meeting of the Committee to approve financial results (as these meetings routinely include Management representatives). It is expected that the Non-Executive Directors will meet without the Executive Directors and the Chair present at least once a year.

1.3.8 Committees of the Board

The Board has established five committees to manage and oversee the functions of the Board across the organisation - Audit, Corporate Governance & Nominating, ESG, Remuneration and Technical, Health & Safety. All committees are comprised of independent directors. A significant portion of the Board's oversight responsibilities is carried out through its committees. Each committee has a written mandate which is reviewed periodically to ensure it reflects the needs of the Company. In Q1 2021, the charters of all Committees were updated in light of the LSE Listing. The Corporate Governance and Nominating Committee reviews the committee memberships periodically and recommends changes to the composition of the committees, if needed, to the Board.

AUDIT COMMITTEE

• monitors the integrity of the Company's financial statements, including its annual and quarterly reports, interim management discussion and analysis statements, preliminary announcements, and any other formal statements and reviews and reports to the Board on significant financial reporting issues and judgements which those statements contain having regard to matters communicated to it by the auditor;
• reviews and, where necessary, challenges: the application of significant accounting policies and any changes to them; the methods used to account for significant or unusual transactions where different approaches are possible; whether the Company has adopted appropriate accounting principles and policies and made appropriate estimates and judgements; the clarity and completeness of disclosures in the financial statements; and financial announcements and press releases;
• where requested by the Board, reviews the content of the annual report, if applicable, and accounts and advises the Board on whether, taken as a whole, it is fair, balanced and understandable and provides the information necessary for shareholders to assess the Company's position and performance, business model and strategy and whether it informs the Board's statement in the annual report on these matters that is required under the UK Code;
• reviews the Company's disclosure controls and procedures and internal financial controls systems (the "Controls") that identify, assess, manage and monitor financial risks, and its internal control and risk management systems;
• reviews and approves the statements to be included in the annual report concerning internal control, risk management, including the assessment of principal risks and emerging risks and the viability statement;
• reviews the adequacy of resources assigned to assess control and what steps the senior management of the Company have taken to eliminate any potentially serious weaknesses in internal control;
• reviews and considers any transactions and agreements between the Company, together with its subsidiary undertakings, and any related parties, including considering any requirements under the Financial Conduct Authority's Listing Rule 11 ("Listing Rule 11"), and has the power to approve any small related party transactions (within the meaning of Annex 1 to Listing Rule 11);
• reviews and maintains the Company's procedures for detecting fraud and its whistleblower policy, including making modifications where appropriate;
• reviews the Company's systems and controls for the prevention of bribery and receives reports on non-compliance;
• reviews regular reports from the Money Laundering Reporting Officer on the adequacy and effectiveness of the Company's anti-money laundering systems, policies and controls;
• reviews regular reports from the Compliance Officer and keeps under review the adequacy and effectiveness of the Company's compliance function;
• approves the appointment or termination of the head of internal audit and the terms of any engagement of any external consultants for the purposes of internal audit activities;
• reviews and approves the role and mandate of internal audit and monitors and reviews the effectiveness of its work and access to resources;
• reviews and approves the annual internal audit plan to ensure it is aligned to the key risks of the business and receives regular reports on work carried out;
• considers and makes recommendations to the Board, to be put to the shareholders for approval at the AGM, in relation to the appointment, re-appointment and removal of the Company's external auditors;
• develops and oversees the selection procedure for the appointment of the external audit firm
• oversees the relationship with the external auditor, including approving their remuneration and terms of engagement;
• annually assesses the qualifications, expertise and resources, and independence of the external auditor and the effectiveness of the external audit process, which shall include a report from the external auditor on their own internal quality procedures;
• seeks to ensure co-ordination of the external audit with the activities of the internal audit function;
• develops and recommends to the Board the Company's formal policy and guidelines on the provision of non-audit services by the auditor, including prior approval of non-audit services by the Committee and specifying the types of non-audit service to be pre-

approved, and assessment of whether non-audit services have a direct or material effect on the audited financial statements;

• meets regularly with the external auditor (including once at the planning stage before the audit and once after the audit at the reporting stage) and, at least once a year, meets with the external auditor without management being present, to discuss the auditor's remit and any issues arising from the audit;
• discusses with the external auditor the factors that could affect audit quality and reviews and approves the annual audit plan, ensuring it is consistent with the scope of the audit engagement, having regard to the seniority, expertise and experience of the audit team;
• reviews the findings of the audit with the external auditor; and
• reviews the effectiveness of the external audit process, taking into consideration relevant UK and Canadian professional and regulatory requirements, and including an assessment of the quality of the audit, the handling of key judgments by the auditor, and the auditor's response to questions from the Committee.

CORPORATE GOVERNANCE & NOMINATING COMMITTEE

• ensures that the Company's corporate governance arrangements are fit-for-purpose and that effective succession planning is maintained in order that the Board (including its committees) and senior management team have the right combination of skills, experience and knowledge;
• regularly reviews the structure, size and composition (including the skills, knowledge, experience and diversity) of the Board and makes recommendations to the Board with regard to any changes;
• oversees Board and senior management succession planning;
• keeps under review the leadership needs of the Company, both executive and nonexecutive, with a view to ensuring the continued ability of the Company to compete effectively in the marketplace;
• identifies and nominates, for the approval of the Board, candidates to fill Board vacancies as and when they arise;
• before any appointment is made by the Board, evaluates the balance of skills, knowledge, experience and diversity on the Board and, in the light of this evaluation, prepares a description of the role and capabilities required for a particular appointment and the time commitment expected;
• develops and implements an orientation and educational program for new appointees to the Board in order to familiarise new directors with the business of the Company, its operations and facilities, its management and professional advisors;
• reviews the results of the Board performance evaluation process that relate to the composition of the Board and succession planning;
• annually reviews the time required from Non-Executive Directors and assesses, using performance evaluations, whether the Non-Executive Directors are spending enough time to fulfil their duties;
• periodically reviews the Company's directors' and officers' liability insurance arrangements;
• is responsible for the policy in respect of senior employees (other than Executive Directors) accepting non-executive appointments outside the Company;
• makes recommendations to the Board concerning:
  • o any changes needed to the succession planning process if its periodic assessment indicates the desired outcomes have not been achieved,
  • o suitable candidates as new directors and succession for existing directors,
  • o the membership of Board committees, in consultation with the Chairs of those committees,
  • o the re-appointment of any Non-Executive Director at the conclusion of their specified term of office,
  • o the re-election by shareholders of directors under the annual re-election provisions of the UK Code or the retirement by rotation provisions in the Company's articles of association,
  • o any matters relating to the continuation in office of any director at any time including the suspension or termination of service of an Executive Director as an employee of the Company (subject to applicable law and their service contract), and
  • o the appointment of any director to executive or other office;
• oversees matters relating to corporate governance, including bringing any issues in relation thereto to the attention of the Board; and
• maintains the Board Corporate Governance Guidelines, reviews such guidelines annually and recommends any modifications thereto to the Board.

ESG COMMITTEE

• oversees and advises the Board and senior management in connection with developing and implementing the Company's ESG strategies to: (i) ensure that the Company is performing and reporting in a manner consistent with the mining industry best practices and having regard to its commitments as a member of the World Gold Council, (ii) preserve and enhance long-term shareholder value, and (iii) promote stakeholder interests;
• works with senior management to establish ESG targets, evaluate the Company's progress against such targets, and bring any material deficiencies to the Board's attention;
• considers and advises senior management of emerging ESG issues that may affect the business, performance or reputation of the Company and makes recommendations, as appropriate, on how senior management can address such issues;
• reviews on an annual basis the Company's policies, processes and systems as they pertain to ESG matters and makes recommendations to senior management regarding

updates to ensure that they are consistent with industry best practice and the Company's values;

• reviews on an annual basis the Company's sustainability report having regard to all reporting frameworks adopted by the Company;
• reviews environmental incident reports, the results of investigations into material events, findings from environmental audits, and the action plans proposed pursuant to the findings;
• reviews the Company's performance on community relationships, along with any proposed recommendations or actions based on such performance; and
• reviews and reports to the Board on the sufficiency of the financial and human resources allocated to ensuring the proper development, training, education, management and advancement of the Company's ESG strategies.

REMUNERATION COMMITTEE

• determines the policy for directors' remuneration and sets remuneration for the Chair of the Board and Executive Directors and senior management, in accordance with the principles and provisions of the UK Code;
• establishes remuneration schemes that promote long-term shareholding by Executive Directors and support alignment with long-term shareholder interests, with share awards subject to a total vesting and holding period of at least five years, and a formal policy for post-employment shareholding requirements encompassing both unvested and vested shares;
• designs remuneration policies and practices that support strategy and promote long-term sustainable success, with executive remuneration aligned to the Company's purpose and values, clearly linked to the successful delivery of the Company's long-term strategy, and that enable the use of discretion to override formulaic outcomes and to recover and/or withhold sums or share awards under appropriate specified circumstances;
• when determining Executive Director remuneration policy and practices, considers the UK Code requirements for clarity, simplicity, risk mitigation, predictability, proportionality and alignment to culture;
• reviews the ongoing appropriateness and relevance of the directors' remuneration policy;
• determines the total individual remuneration package of each Executive Director, the Chair of the Board and senior managers, including but not limited to bonuses, incentive payments and share options and other share awards, benefits packages, pension rights and arrangements in connection with the individual's cessation of office or employment (including the terms of settlement agreements or similar documents);
• appoints remuneration consultants and commissions or purchases any reports, surveys or information which it deems necessary at the expense of the Company;
• when determining remuneration policy, arrangements or payments for Executive Directors, reviews and has regard to: (i) the remuneration of the workforce, including any available data relating to pay gaps or disparity (such as gender pay gap information or

pay ratio analysis), (ii) remuneration-related policies applicable to the workforce, and (iii) the alignment of the policy, arrangements or payments being considered with the culture and the Company's broader approach to workforce pay;

• reviews the design of all share incentive plans for approval by the Board and, where required, the Company's shareholders, and for any such plans, determines each year whether awards will be made, and if so, the overall amount of such awards and the terms and maximum value of individual awards for Executive Directors and senior management, and the performance targets to be used;
• ensures remuneration schemes promote alignment with long-term shareholder interests by (where appropriate) adopting shareholding policies that apply during and after employment and malus and clawback policies;
• oversees any major changes in employee benefit structures;
• reviews workforce remuneration and related policies;
• reviews and approves any disclosure in respect of pay gaps or disparity (such as under the UK's Equality Act 2010 (Gender Pay Gap Information) Regulations 2017); and
• ensures that provisions regarding disclosure of information as set out in the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, as amended from time to time, and the UK Code, are followed and that a report on the directors' remuneration policy and practices is included in the Company's annual report and put to shareholders for approval at the AGM, as necessary.

TECHNICAL, HEALTH & SAFETY COMMITTEE

• oversees and advises the Board and senior management in relation to the development and advancement of the Company's mining assets, and the adoption of mining industry best practices for operations, health and safety;
• conducts investigations, analysis and diligence to validate and test the technical aspects of the Company's exploration activities, project development or mining operations;
• considers project economic analysis, appraisal of technical risk factors, appropriate longer-range (as well as early stage) preparations for project development and construction, as well as such other matters as may be requested by the Board;
• oversees and reviews the technical aspects of the Company's exploration programs, project development life cycle and construction, permitting and mining operations, and makes recommendation to the Board for consideration;
• works with senior management to establish long-term technical, health and safety performance objectives and evaluates the Company's progress against such objectives;
• considers and advises senior management of emerging technical, health and safety issues that may affect the business performance or reputation of the Company and makes recommendations on how senior management can address such issues;
• advises senior management on implementing, maintaining and improving technical, health and safety aspects of the Company's business;
• considers reports on interim exploration results and technical, health and safety issues, challenges and risks facing mining operations, with a view to giving senior management advice about appropriate solutions, actions and risk mitigants;
• reviews on an annual basis the resource and reserve estimates of the Company's mineral properties and methodology behind those estimates, having regard to compliance with regulatory and listing requirements (including with respect to public disclosure), and brings any material non-compliance to the attention of the Board;
• oversees (subject to the Board's ultimate approval) the detailed technical aspects of project construction;
• oversees periodic benchmarking by senior management of the technical policies, systems and monitoring processes of the Company versus industry best practices;
• reviews and reports to the Board on the sufficiency of financial, technical and human resources to ensure the proper and timely development and advancement of the Company's exploration, project and mining operations (having regard to the Company's strategy); and
• receives and reviews updates from senior management regarding the technical, health and safety performance of the Company.

1.3.9 Share Ownership Requirements

Endeavour believes that directors should have a financial stake in the Company to align their interests with shareholder interests. The Board adopted a share ownership policy in 2013, amended from time to time, which requires its Non-Executive Directors to achieve and maintain minimum shareholding thresholds, in either shares or units representing an economic interest in shares. The current share ownership requirements are as follows:

• Non-Executive Directors Each Non-Executive Director is required to acquire and hold shares and/or DSUs with an aggregate value of one time his/her annual Board retainer and has five years from the date of his/her appointment to fulfil the share ownership requirement.
• As of the Record Date, all continuing Non-Executive Directors met the shareholding requirement or were on track to do so within the prescribed time limit. Two directors have been exempt by the Board from the shareholding requirement:
  • − Mr. Sawiris, being the Chair of the Board of La Mancha, has been exempted by the Board from the share ownership requirement on the basis that La Mancha's significant interest in Endeavour provides sufficient alignment of Mr. Sawiris' interests with that of other Endeavour shareholders.
  • − Mr. Mimran has been exempted by the Board from the share ownership requirement on the basis that Tablo Corporation's significant interest in Endeavour provides sufficient alignment of Mr. Mimran's interests with that of other Endeavour shareholders.

As of the Record Date, the total share-linked interests held by the nominee Non-Executive Directors are set out in the table below. Venkat is a new nominee and does not hold any sharelinked interests as of the Record Date and thus, is not included in the table below.

Name	Shares held (#)	Deferred Share Units held (#)	Total Share Interests held (US\$)(1)	Mandatory Shareholding Threshold (US\$)	Value as a multiple of Retainer	Share Ownership Guideline Met; or Prescribed Deadline
James Askew	Nil	33,929	915,755	170,000	5.38	Yes
Alison Baker	Nil	4,287	115,708	170,000	0.68	On track to meet by March 5, 2025
Livia Mahler	Nil	23,298	628,821	170,000	3.70	Yes
David Mimran(2)	Nil	8,731	235,653	170,000	N/A	Yes
Naguib Sawiris(3)	Nil	Nil	N/A	170,000	N/A	Yes
Tertius Zongo	Nil	6,751	182,212	170,000	1.07	On track to meet by July 1, 2025
Ian Cockerill	13,400	Nil	361,671	N/A	N/A	Yes

(1) The value of the shares reflects the closing price on the TSX on the Record Date of CDN\$34.01 converted to US\$ based on an exchange rate of \$0.7936.

(2) As at the Record Date, Tablo Corporation, a privately-held investment holding company controlled by Mr. David Mimran, holds 15,578,307 Shares. Mr. Mimran has been exempted by the Board from the share ownership requirement on the basis that Tablo's significant interest in Endeavour provides sufficient alignment of Mr. Mimran's interests with that of other Endeavour shareholders.

(3) As at the Record Date, 48,758,484 Shares are held by La Mancha Global Holdings Ltd., a privately held gold investment company. Mr. Sawiris, being the Chair of the Board of La Mancha, has been exempted by the Board from the share ownership requirement on the basis that La Mancha's significant interest in Endeavour provides sufficient alignment of Mr. Sawiris' interests with that of other Endeavour shareholders.

In addition to these share ownership requirements, the Company also has an anti-hedging policy, so the directors' market value exposure vis-à-vis their respective share positions cannot be offset or reduced. This does not apply to shares held by La Mancha or Tablo.

1.3.10 Orientation and Continuing Education of Directors

The Corporate Governance and Nominating Committee is in charge of director orientation and continuing education programs.

The Committee ensures that new directors are provided with a comprehensive initial orientation designed to familiarise them with the Company and its strategic plans, its significant financial, accounting and risk management issues, its compliance programs, its Corporate Governance Guidelines, and its independent auditors. This process is tailored to the skills and expertise of each new director.

Onboarding of new directors involves the initial step of providing them with a draft appointment letter for review prior to the terms being finalised. The next phase of induction involves the distribution (usually by email) of a comprehensive compendium of governance materials for review by the new director. Following this, a one-to-one session is held with the Company Secretary and the legal team to allow the new director full opportunity to clarify any questions or concerns. New directors are offered follow-up one-on-one sessions with other executives to ensure fluency of the director with the portfolio of each of the main executives and to help build initial relations. Directors are also offered the opportunity, if they wish, to meet and discuss with our corporate brokers, our lead external legal counsel and our external auditor. Directors are required to complete the Company's online anti-bribery and anti-corruption training module based on standards used by Transparency International, and complete a refresher training each subsequent year. Directors are expected to undertake periodic anti-bribery and anti-corruption education as the Company adapts its internal procedures. All directors were provided with

training from external advisers on directors' duties and UK listing obligations prior to the London listing.

While the Board collectively represents a significant amount of expertise in the mining industry, directors are encouraged to periodically attend applicable conferences or seminars, or obtain materials pertaining to their role on the Board or that may otherwise increase their knowledge of current issues in the mining industry, which may be paid for in part or in whole by the Company. During 2021, the Company circulated materials and provided access to on-line educational modules on topics including corporate governance (in particular, anti-bribery and anti-corruption practices and the UK Code), executive compensation, financial reporting and strategy, succession planning, key accounting considerations, and risk assessment and disclosure.

1.3.11 Commitment to Improve Corporate Governance

As part of Endeavour's commitment to implementing best practices in corporate governance, we continually review new developments and monitor industry and peer group practices. We do this with input from professional advisers like lawyers, compensation consultants, proxy solicitation firms, and governance specialists. We also engage some of these professional advisors to assist with our review and implementation of new practices, as well as the continual enhancement of our disclosure practices, which we have been progressively improving.

The Board and Management believe that good governance of the Company is essential to creating long-term sustainable value and, as best practices evolve, Endeavour is committed to continuing to update current, and adopt new, policies and procedures including the steps set out elsewhere in this Circular taken in connection with the LSE Listing.

1.3.12 Management Assessment and Succession Planning

The Board expects Management to conduct the business of the Company in accordance with the Company's ongoing strategic plan and to meet or surpass the annual and long-term goals of the Company set by the Board in consultation with Management. As part of its annual strategic planning process, the Board specifies its expectation of Management both over the next financial year and in the context of the Company's long-term goals. The Board reviews Management's progress in meeting these expectations at regularly scheduled Board meetings, and actively raises issues and topics for discussion as part of this review process. In addition, the Board monitors the performance of Management in light of the current stage of the Company's strategic plan. The Board also considers whether any member of the Management team is close to retirement, and works to ensure that pending Management exits are smoothly conducted to minimise any business disruptions that might arise from such exit.

1.3.13 Director Assessment and Succession Planning

It is the responsibility of the Chair of the Board to ensure the effective operation of the Board. The Chair should meet with directors periodically to discuss the effectiveness of the processes the Board follows and the quality of information provided to the directors by Management. This assessment will be a continuous process to evaluate performance against the formal mandates of the Board and its Committees, and other criteria.

Additionally, the Corporate Governance and Nominating Committee maintains a review program to assess the performance of the Board and its Committees. Evaluation forms are submitted anonymously by Non-Executive Directors to the Corporate Governance and Nominating Committee and provide individual feedback and views about Board performance as a whole, as well as self-assessment of the director and his/her contribution. This forms the basis for discussion whether changes to board practices may be required or are desirable. In light of the level of corporate activity which was undertaken in 2021 and the anticipated replacement of the Chair in 2022, the Corporate Governance and Nominating Committee determined that an evaluation of the Board, its committees, the Chair or individual directors should be deferred to 2022. In 2022, it is intended that a formal, externally facilitated, independent Board evaluation will be undertaken and this is expected to be repeated at least every three years.

The Board has established a process for the appointment or change in directors in collaboration with the Corporate Governance and Nominating Committee. That process is led by the Chair, or if he or she is being considered for reappointment, the Chair of the Corporate Governance and Nominating Committee.

Nominees for directorship are recommended to the Board by the Chair, Chief Executive Officer or Corporate Governance and Nominating Committee in accordance with the policies and principles set forth in its charter. The Corporate Governance and Nominating Committee periodically reviews the composition of the full Board and the various Committees to determine whether additional Board members with specific qualifications or areas of expertise are needed to further enhance the composition of the Board and Committees, and works with other Board members in attracting candidates with these qualifications. In evaluating candidates for nomination to the Board, the Committee takes into consideration such factors and criteria as it deems appropriate, including judgment, skill, integrity, reputation, diversity, and business and other experience.

1.3.14 Board Interlocks

The Corporate Governance and Nominating Committee monitors the outside boards our directors sit on to determine if there are circumstances which would impact a director's ability to exercise independent judgement. An interlock occurs when two or more Board members are also fellow board members of another public company. The Board has adopted a policy that in general no more than two directors may sit on the same public company board without the prior consent of the Corporate Governance and Nominating Committee. In considering whether or not to permit more than two directors to serve on the same board, the committee takes into account all relevant considerations including, in particular, the total number of Board interlocks at that time. Currently, there are no board interlocks.

1.3.15 Ethical Business Conduct

A business conduct & ethics policy has been adopted by the Board and it applies to directors and officers and employees of the Company. A copy of the policy can be obtained from the Company's website at www.endeavourmining.com.

To ensure that conflicts of interest are dealt with appropriately, directors that are conflicted will always disclose their interest and refrain from discussing and voting on those matters. To ensure compliance with laws and regulations, the Board asks questions of Management at Board meetings. The Board reviews all financial reports prior to their release to the public. The Board promotes an environment of ethical behaviour by encouraging directors, officers and employees to report any violations of the policy. At the direction of the Board, an independent corporate whistleblower service has been engaged in order to provide a secure and confidential platform for concerned persons (including employees and contractors) to raise issues they believe may have a legal, ethical or compliance impact on the Company, its employees or stakeholders.

1.3.16 Anti-Hedging Policy

Directors, NEOs and other executives are prohibited from purchasing financial instruments that are designed to hedge or offset a decrease in the market value of Endeavour's equity securities that are granted as compensation or held, directly or indirectly, by a director, NEO or executive. However, derivative instruments are permitted to hedge Canadian dollar foreign exchange risk versus the home currency of a director, NEO or executive.

1.3.17 Diversity Policy

Endeavour values diversity and the benefits of a diverse and inclusive workplace. The Board believes that having directors with diverse backgrounds and experiences enables the Board to consider issues from a variety of perspectives and enhances effective decision making and strategic planning. When assessing potential candidates for nomination to the Board, the Corporate Governance and Nominating Committee considers criteria that promotes diversity, including a regard to race, religion, colour, gender, sex, sexual orientation, age, national and ethnic origin and physical handicap, in addition to qualifications, talent, experience, functional expertise and personal skills, character and qualities.

Endeavour has an internationally diverse composition of directors, and intends to make advances in diversity, skills, and expertise of the Board at times when vacancies arise or appointments are anticipated. If all nominees are elected, then 55% of the Board will be either women and/or ethnically diverse. Of the nine nominees for election, the Board would comprises two female members (representing 22% of the Board) and three members who are ethnically diverse, being nationals of India (Venkat) and two African countries (Naguib Sawiris and Tertius Zongo); ethnic diversity therefore represents 33% of the Board. When considering future Board vacancies and nominations the Board expects to prioritise further gender diversity amongst directors.

Diversity contributes to the achievement of the Company's corporate objectives. To this end, a Diversity Policy designed to assist the Company in achieving various diversity objectives was adopted by the Board. These objectives include the following:

• Considering, recruiting, managing and promoting individuals who are highly qualified, based on their talents, experience, functional expertise and personal skills, character, and qualities, and in light of the Company's current and future plans and objectives as well as anticipated regulatory and market developments and any other factors that the Board, its committees or employees of the Company, as applicable, deem appropriate;
• Considering criteria that promote diversity, including with regard to race, religion, colour, sex, sexual orientation, age, national or ethnic origin or physical handicap;
• Considering the level of representation of women and ethnic minorities on the Board and in senior management/executive officer positions along with other markers of diversity when making recommendations for nominees to the Board or for appointment as senior management/executive officers and in general with regard to succession planning for the Board and senior management/ executive officers;
• Creating a workplace characterised by inclusive practices and behaviours for the benefit of all staff and stakeholders, which is free from discriminatory behaviours and business practices;
• Identifying relevant factors to be taken into account in the employee selection process and develop practices to limit potential unconscious bias;
• Attracting and retaining a diverse range of talented individuals to further the Company's corporate goals;
• Providing appropriate flexible work practices and policies to support employees;
• Establishing procedures for monitoring, encouraging, and assessing diversity within the Company; and
• Taking action to discourage discrimination, bullying and harassment of any description.

The Company believes that equality and a commitment to diversity extends beyond the boardroom. Diversity promotes the inclusion of various ideas and perspectives which ultimately ensures that the Company is benefiting from the best available talent. With respect to its workforce, the Company considers itself an equal opportunity employer and applies equal opportunity principles in compliance with applicable national and local requirements governing recruitment, employment and equal opportunities.

The Company applies its equal opportunity principles when recruiting and selecting staff; establishing employment terms and conditions; providing employee training; upholding the right of all employees to work in a supportive environment and providing opportunities to gain skills and develop competencies that enable them to pursue a fulfilling career; ensuring discriminatory practices or harassment is not tolerated and that any reported instances are formally investigated with appropriate disciplinary action taken; and expecting all employees, as a condition of employment, to contribute to a discrimination and harassment free work environment.

The Company recognises that a diverse and talented workforce gives it a competitive advantage, and that the Company's success is the result of the quality and skills of its people. The Company's current emphasis is on developing a workforce whose diversity reflects that of the countries and communities in which it operates alongside promoting a gender diverse workplace.

One of Endeavour's key diversity representation initiatives is our 'Growing Local Talent' programme which aims to recruit as many nationals and people from local communities as possible across all levels of the organisation. This will create a healthy pool of candidates to support our planning and succession strategies.

We also have leadership programmes to identify top talent and implement development plans for high-potential individuals from the communities and countries in which we operate. We actively monitor the presence of expatriate labour in our employment mix, which we report on annually, and are developing a sponsorship programme connecting high-potential, local employees with senior leaders in the Company to accelerate their development and advancement.

As at year end 2021, we had a workforce of 14,258 people, comprised of 5,951 employees and 8,307 contractors, with 10% female representation. With regards to Endeavour's employees, 95% are nationals, 39% are from our host communities and 9% are women. 53% of our Senior Management are West African; comprising 36% nationals, 12% regional West African expatriates and 5% from our local communities. In 2021, we promoted 459 national employees based on newly acquired on the job skills and through formal training programmes.

We actively promote gender equality and empower our female talent. Endeavour strives to include female candidates for all key position openings and consider the representation of women in making appointments, including for executive officer roles. However, in all cases, the decision on hiring and promotion will be based entirely on merit. While the initial focus of these diversity activities is gender, it is believed that actions taken to improve the environment and opportunities for women will be beneficial for all employees and increase diversity more broadly at Endeavour.

Building on our 2020 target to increase female representation throughout the Group, 10% of our new hires in 2021 were women. Overall, at the end of 2021, 9% of our employees were women, with 10% of those in management roles and 12% in technical or supervisory roles. At the leadership level, 14% of our Executive Management Committee are women, and we have 24% women as direct reports to members of the Executive Management Committee.

1.3.18 Representation of Women on the Board of Directors

As discussed above, the Company's Diversity Policy provides that the Company will recruit, manage and promote on the basis of talents, experience, functional expertise and personal skills, character, and qualities, and consider criteria that promote diversity, including race, religion, colour, sex, sexual orientation, age, national or ethnic origin or physical handicap. The Company believes that this method is appropriate for its circumstances and that a standalone written policy specifically relating to the identification and nomination of women directors would run counter to the Company's pluralistic approach to achieving Board and Management diversity and maintaining Board and Management effectiveness.

The Company does not believe that any director nominee or executive officer should be chosen or excluded solely or largely because of gender and therefore does not have prescriptive minimum targets. In selecting a director nominee, the Corporate Governance and Nominating Committee focuses on skills, expertise and experience that would complement the existing Board. Similarly, the Board and Management make hiring decisions for executive officers on the basis of merit and suitability. When hiring, the Board and Management will consider the level of representation of women in executive officer positions, but hiring decisions will ultimately be based on merit and suitability. Selection of female candidates will be dependent upon the pool of female candidates with the necessary skills, knowledge and experience. The Company believes that this approach enables it to make decisions regarding the composition of the Management team based on what is in the best interests of the Company and its shareholders.

If all of management's nominees for election as directors of the Company are elected, the Board will include two women representing 22% of the Board. Endeavour continues to keep the size and composition of the Board under review. It is important to the Company that the composition of the Board is both appropriate for and consistent with shareholder expectations for a UK premium listed company, particularly with regard to compliance with the UK Code. The Board may decide, based on the recommendations of the Corporate Governance and Nominating Committee, to make changes to the Board to modify the size or composition of the Board.

In January 2021, Joanna Pearson was appointed as EVP and CFO of the Company and joined the Executive Committee. Her appointment to the Executive Committee means a 14% representation of women on the Executive Committee.

No other executive officers are women and the Company's major subsidiaries (as that term is defined in National Instrument 55-104-Insider Reporting Requirements and Reporting Exemptions) do not have any executive officers appointed.

The Company makes appointments and hiring decisions in line with its Diversity Policy and continues to work on improving diversity.

1.3.19 Other Independence Mechanisms

The Chair and the Chair of each Committee can engage (and have in the past engaged) outside consultants, paid for by the Company, without consulting Management. This helps ensure they receive independent advice as they feel necessary.

1.3.20 Other Relationships

It is expected that each director be able to devote sufficient time to the Company in order to effectively discharge his or her responsibilities. As such, the current obligations of each proposed nominee director to other public company boards is carefully considered and, for existing directors, the number of public company boards that each director may join is monitored.

To maintain director independence and avoid potential conflicts of interest, the Board has adopted a policy that requires directors to advise the Chair of the Board and Chief Executive Officer in the first instance, followed by Board approval, prior to accepting any directorship of any other public or listed company. Directors must avoid a situation in which they have, or can have, a direct or indirect interest that conflicts, or possibly may conflict, with the interests of the Company. Where such conflicts do arise, or may reasonably be expected to arise, directors must report any such matters to the Company Secretary and the Chair of the Corporate Governance and Nominating Committee. Directors are also expected to report changes in their business and professional affiliations or responsibilities, including retirement, to the Company Secretary and the Chair of the Corporate Governance and Nominating Committee.

The table below lists the existing and proposed directors of the Company who also serve as directors of other public companies.

Name of Director	Other Directorship(s)
James Askew	Syrah Resources Limited (Chair) / Evolution Mining Ltd.
Alison Baker	Capstone Mining Corp. / Helios Towers plc / Rockhopper Exploration plc
Sofia Bianchi1	Yellow Cake plc
Naguib Sawiris	Orascom Investment Holding S.A.E
Tertius Zongo	ECOBANK Côte d'Ivoire
Ian Cockerill	BHP Group
Venkat	BlackRock World Mining Trust plc / Weir Group plc2

1.3.21 Director Term Limits and other Mechanisms of Board Renewal

The Board believes that the need to have experienced directors who are familiar with the business of the Company must be balanced with the need for renewal, fresh perspectives, and a healthy scepticism when assessing Management and its recommendations. The Company has not adopted director term limits but the Company considers the independence criteria in

¹ Ms. Bianchi will not be standing for re-election as a director of the Company.

² Venkat is not standing for re-election to the board of Roscan Gold Corporation at its AGM on April 26, 2022.

Provision 10 of the UK Code, which stipulates that Non-Executive Directors who have served on the Board for more than nine years from the date of their first appointment will no longer be considered independent, to be a recommended tenure period for its Non-Executive Directors.

The Board believes that other mechanisms of ensuring board renewal, such as the Company's formal assessment program, are adequate for ensuring that the Company maintains a high performing Board. Of the eight Non-Executive Directors nominated for re-election, two are new nominees and three have a tenure of under three years.

1.3.22 Corporate Cease Trade Orders, Bankruptcies

No nominee director is or within the 10 years before the date of this Circular has been, a director or executive officer of any other issuer that, while such person was acting in that capacity:

• (a) was the subject of a cease trade or similar order or an order that denied such other issuer access to any exemptions under Canadian securities legislation for a period of more than 30 consecutive days; or
• (b) was subject to an order that resulted, after the director or officer ceased to be a director or officer, in the issuer being the subject of a cease trade order or similar order or an order that denied the relevant issuer access to any exemption order under Canadian securities legislation, for a period of more than 30 consecutive days.

Except as disclosed below, no nominee director is, or within the 10 years before the date of this Circular has been, a director or executive officer of any other issuer that, while such person was acting in such capacity or within a year of such person ceasing to act in such capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement, or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold his or her assets.

Ms. Mahler was appointed a Non-Executive Director of Zwoop Limited ("Zwoop"), a privately held technology corporation, on September 23, 2018. On December 18, 2018, Zwoop was placed into voluntary wind-up and liquidators were appointed under the Hong Kong Companies (Winding Up and Miscellaneous Provisions) Ordinance (CWUMPO). Ms. Mahler was a director of Zwoop on the date it was placed into voluntary wind-up and liquidation.

Mr. Cockerill was a non-executive director of Peterstow Holdings from August 2010 to March 2012. In August 2012, subsequent to Mr. Cockerill's resignation from the board of directors, Peterstow Holdings applied for an order from the High Court in Swaziland to be placed under provisional liquidation. Mr. Cockerill was a minority shareholder of Peterstow Holdings, owning less than 1% of the issued and outstanding capital of the company. Mr. Cockerill was a nonexecutive director of African Minerals Limited from July 2013 to December 2014. Subsequent to his resignation from the board, the High Court in London appointed representatives of Deloitte LLP as administrators on March 26, 2015 to manage the company's affairs, business and property on behalf of African Minerals and its stakeholders.

No nominee director has, within 10 years before the date of this Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold his or her assets.

No nominee director has been subject to any penalties or sanctions imposed by a court relating to Canadian securities legislation or has entered into a settlement agreement with a Canadian securities regulatory authority, or has been subject to any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable investor in making an investment decision.

1.4 Director Compensation

OBJECTIVE OF DIRECTOR COMPENSATION

The main objective of Endeavour's director compensation program is to attract and retain directors with a broad range of skills and expertise, who are able to successfully carry out the Board's mandate. Endeavour's Board is highly active and fast-paced. As a gold mining company with a dynamic and ambitious growth strategy, as well as interests and operations in challenging jurisdictions, directors are required to devote significant time and energy to the performance of their duties. These include preparing for and attending Board meetings and mine site visits in difficult locations, participating on Committees and ensuring that they stay informed about the business and trends and developments affecting the mining industry. To attract and retain directors who meet these expectations, the Board believes that the Company should offer a competitive compensation package.

NON-EXECUTIVE DIRECTOR COMPENSATION POLICIES AND APPROACH

The Board currently has ten directors, of whom nine are independent within the meaning of Canadian securities laws and five of whom are independent within the meaning of the UK Code. The Non-Executive Directors are compensated in accordance with guidelines established by the Remuneration Committee.

Endeavour maintains a flat-fee approach consisting of an annual Board retainer, Committee fees, and Chair fees for the Chair and the Non-Executive Directors, but does not provide any Board or Committee meeting attendance fees or other meeting compensation, nor does it provide travel per diems or compensate for travel time. Our streamlined flat-fee approach recognises that meeting attendance is a minimum expectation, simplifies the administration of Board compensation, and provides for greater predictability in forecasting Board compensation expense.

The annual Board retainer is paid through a mix of cash and share-based awards consisting of DSUs, at each director's election. Non-Executive Directors are encouraged to elect for a minimum of 50% of their Board retainer to be paid in DSUs. Committee fees may be paid only in DSUs. The Board adopted a policy that Non-Executive Directors are not eligible for awards under the Company's PSU Plans. No PSUs have ever been issued to Non-Executive Directors. The Company does not maintain a current share option plan and has a policy of not issuing share options to either directors or employees.

The Board has established a mandatory shareholding level for Non-Executive Directors, as described above under the heading "1.3.9 – Share Ownership Requirements".

The Board believes that a share ownership requirement along with a mixture of 'at-risk' compensation promotes the objectives of director retention and alignment with long-term shareholders.

PROCESS FOR DETERMINING NON-EXECUTIVE DIRECTOR COMPENSATION

The Remuneration Committee is responsible for recommending Non-Executive Director compensation policies to the Board. The Remuneration Committee reviews Non-Executive Director compensation annually. The Committee seeks and considers advice from independent

remuneration advisers where appropriate. Remuneration consultants are engaged by and report directly to the Committee. Willis Towers Watson was appointed by the Committee in September 2020 to act as an independent remuneration adviser in contemplation of the LSE Listing. Prior to the LSE Listing, the Remuneration Committee engaged Mercer (Canada) Limited, an independent consultant, to provided commentary and analysis to Endeavour in aligning its approach to compensation with typical market practices in the mining industry and in the general marketplace. The Company adopted a DSU plan in January 2013 to strengthen the alignment of interests between shareholders and Non-Executive Directors by linking a significant portion of Non-Executive Directors' annual compensation to the future market value of shares.

Annual Board compensation for 2021 was as follows:

Compensation Component	2021 Value (US\$)
Annual retainer for the Chair of the Board (paid in mix of cash and DSUs)	400,000
Annual retainer for other directors (paid in mix of cash and DSUs)	170,000
Committee fee for regular committee membership (only paid in DSUs)	20,000
Committee fee for Chair of the committee (only paid in DSUs)	40,000 for Audit 40,000 for Remuneration 30,000 for other committees

A total of \$2,828,946 as paid to the nine Non-Executive Directors serving as at December 31, 2021 with an aggregate pay mix of 65% cash and 35% DSUs.

SHARE-BASED AWARDS – THE DSU PLAN

Certain components (shown in the table above) of the Non-Executive Directors' compensation are payable only in DSUs. DSUs are notional shares that have the same value at any given time as the shares of the Company, but do not entitle the participant to any voting or other shareholder rights and are non-dilutive to shareholders. DSUs awarded to directors vest immediately on the date of grant, and are normally issued and priced at the end of each quarter. However, DSUs accumulate during the period of a Non-Executive Director's service and may only be liquidated upon retirement, resignation or other events upon which a Non-Executive Director steps down. Following a director ceasing to be a member of the Board, DSUs are cash-settled in accordance with their terms at the prevailing market price (being the five-day volume weighted average price) of the shares.

SUMMARY DIRECTOR COMPENSATION TABLE

The compensation earned by each of the Non-Executive Directors during the year ended December 31, 2021 is set out in the table below:

Name	Cash fees earned (US\$)	Share based Awards (US\$)	Option based awards (US\$)	All other compensation (US\$)	Total Compensation (US\$)		Pay Mix (% cash - % DSUs)
Michael Beckett	400,000	146,667	Nil	227,716(1)	774,383	81%	19%
James Askew	Nil	240,000	Nil	Nil	240,000	Nil	100%
Alison Baker	170,000	60,000	Nil	Nil	230,000	74%	26%
Sofia Bianchi	170,000	105,000	Nil	Nil	275,000	62%	38%
Carmen Letton(2)	81,451	20,363	Nil	Nil	101,813	80%	20%
Livia Mahler	119,000	126,000	Nil	Nil	245,000	49%	51%
David Mimran(3)	Nil	150,639	Nil	Nil	150,639	Nil	100
Naguib Sawiris	170,000	Nil	Nil	Nil	170,000	100%	% Nil
Tertius Zongo	136,000	94,000	Nil	Nil	230,000	59%	41%
Helene Cartier(4)	102,836	7,997	Nil	Nil	110,833	93%	7%
Frank	16,197	14,648	Nil	119,794	150,639	90%	10%
(5) William Biggar(6)	16,197	14,648	Nil	119,794	150,539	90%	10%
TOTAL	1,381,681	979,961	Nil	467,304	2,828,946	65%	35%

(1) The payment to Michael Beckett relates to an exceptional award granted by the Board in 2016 in recognition of his key leadership role in facilitating the smooth transition from the former management team to the CEO and his management team. The original face value of that award was \$150,000, which was linked to a reference share price at the time of the award. It was originally agreed the award would be paid on his retirement, but in 2021 the Board agreed that this payment should be accelerated in advance of the London listing, having regard to UK practices and expectations in relation to one-off awards of that nature.

• (2) Dr. Letton joined the Board on May 25, 2021.
• (3) Mr. Mimran joined the Board on February 10, 2021.

(4) Ms. Cartier stepped down on February 10, 2021.

• (5) Mr. Wheatley stepped down on May 25, 2021.
• (6) Mr. Biggar stepped down on May 25, 2021.

OUTSTANDING SHARE-BASED-AWARDS

The following table shows all outstanding share-based awards held by the Non-Executive Directors as at December 31, 2021.

Name	Number of share-based awards that have not vested (#)(1)	Payout value of share based awards that have not vested (US\$)	Payout value of vested share-based awards that have not been paid out (US\$)(1)
Michael Beckett	Nil	Nil	2,009,427
James Askew	Nil	Nil	723,168
Alison Baker	Nil	Nil	79,749
Sofia Bianchi	Nil	Nil	144,263
Livia Mahler	Nil	Nil	479,973
David Mimran(2)	Nil	Nil	151,829
Carmen Letton(2)	Nil	Nil	33,234
Naguib Sawiris	Nil	Nil	Nil
Tertius Zongo	Nil	Nil	125,588
Helene Cartier(3)	Nil	Nil	Nil
Frank Wheatley(4)	Nil	Nil	Nil
William Biggar(5)	Nil	Nil	Nil
TOTAL	Nil	Nil	3,747,231

(1) All DSUs are fully vested on grant but will not be paid-out until after the applicable Separation Date (i.e. the retirement, resignation or other event upon which the director steps down from the Board). The value of the shares reflects the closing price on the TSX on December 31, 2021 of CDN\$27.73, converted to US\$ based on an exchange rate of \$0.7888

(2) Mr. Mimran joined the Board on February 10, 2021 and Dr. Letton joined the Board on May 25, 2021.

(3) Ms. Cartier stepped down on February 10, 2021. As a result, all of her DSUs were paid out in Q1 2021.

(4) Mr. Wheatley stepped down on May 25, 2021.

(5) Mr. Biggar stepped down on May 25, 2021.

OUTSTANDING OPTION-BASED AWARDS

The Company does not have a stock option plan.

SHARE-BASED AWARDS – VALUE VESTED OR EARNED DURING THE YEAR

The following table shows the value of the share-based awards, in the form of DSUs, which vested or were earned by each Non-Executive Director for the fiscal year ending December 31, 2021. No other share-based awards are granted to Non-Executive Directors.

Name	Share-based Awards (US\$)
Michael Beckett	146,667
James Askew	240,000
Alison Baker	60,000
Sofia Bianchi	105,000
Carmen Letton	20,363
Livia Mahler	126,000
David Mimran(1)	150,639
Naguib Sawiris	Nil
Tertius Zongo	94,000
Helene Cartier(3)	7,997
Frank Wheatley(4)	14,648
William Biggar(5)	14,648
TOTAL	979,961

(1) Mr. Mimran joined the Board on February 10, 2021.

(2) Dr. Letton joined the Board on May 25, 2021.

(3) Ms. Cartier stepped down on February 10, 2021. As a result, all of her DSUs were paid out in Q1 2021.

(4) Mr. Wheatley stepped down on May 25, 2021.

(5) Mr. Biggar stepped down on May 25, 2021.

Part VI Executive Compensation Discussion and Analysis

1.1 Compensation Overview

Our executive compensation philosophy is driven by four key objectives:

• Attracting and retaining high-performing executives.
• Aligning compensation with operating performance and execution of strategic objectives.
• Aligning executive interests with our long-term strategy and the interests of shareholders.
• Ensuring transparency for all stakeholders on the link between compensation and performance.

Executive direct compensation consists of three elements: base salary, an annual short term performance-based incentive program (or STIP) and awards under the Executive long-term incentive program (or LTIP).

1.2 Philosophy and Approach

As a senior gold producer, Endeavour is focused on developing and operating a portfolio of high quality low-cost, long-life mines in West Africa. With its technical teams based in proximity to its mines, Endeavour has established a solid track record of successful operational management, project development and exploration.

The Company's assessment of the philosophy, methodology and efficacy of the various elements of its executive compensation program draws two main conclusions:

• To be properly aligned with shareholder interests, long-term compensation needs to be tied to measurable performance conditions; and
• To be an effective motivator and act as a proper incentive tool, long-term compensation must be tangible and capable of realisation by the executive.

The primary objective of Endeavour's executive compensation program is to support the attainment of the Company's business strategy by attracting and retaining talented executives. We align compensation with shareholder interests by linking the long-term incentive portion of compensation with the achievement of strategic and operational objectives, which are the drivers of long-term shareholder value, and by ensuring that long-term incentives are 'at-risk' if objectives are not met.

The Company has developed its executive compensation program to reflect, among other factors, the risk and complexity of the Company's West African operations, the skill and specialist experience required to successfully execute an ambitious growth strategy in West Africa, the track record in delivering dynamic strategic objectives and that Endeavour's executives spend a lot of time in the field. With six mines, two advanced development projects, four early-stage projects, an intensive exploration program, four countries, four government partners and two languages, direct contact and time spent with local management, the workforce and host communities are essential. Therefore, Endeavour has embraced an operating philosophy that its executives should be engaged frequently with and be in close proximity to its business interests and extensive team in West Africa. During 2021, despite the travel and hygiene restrictions experienced worldwide with the COVID-19 pandemic, all of our executives were able to continue supporting the business by travelling regularly to (or staying for protracted periods in) West Africa, although outside of their usual schedules. The Company's pay positioning is designed to be highly competitive relative to the gold and mining market in order to attract and retain top-calibre executives having regard to those factors.

1.3 Compensation Governance

Oversight of Endeavour's director and executive compensation programs rests with the Remuneration Committee. The Remuneration Committee assists the Board in approving and monitoring the Company's guidelines and practices with respect to compensation and benefits, as well as in determining retention and termination policies and procedures.

The Remuneration Committee's responsibilities include, among other things:

• Determining the policy and structure for Directors' remuneration and setting remuneration for the Chair of the Board;
• Designing remuneration policies and practices that support strategy and promote longterm sustainable success reflecting the Company's entrepreneurial culture, purpose and values, clearly linking remuneration outcomes to successful delivery of strategy, and with responsibility for the CEO and Executive Management team remuneration structure;
• Consideration and review of appropriate market positioning of remuneration for our Executive Management team and assessing their cost, ensuring they are fair and equitable;
• Ensuring an appropriate mix of fixed and variable pay, and use of short and long-term incentive plans for Executives, having regard to the company's strategic objectives, and setting appropriate STIP and LTIP targets with a mix of financial, non-financial and strategic performance conditions;
• Determining the satisfaction or non-satisfaction of performance conditions that apply to STIP or LTIP during any annual period, and confirming the vesting of any awards;
• Ensuring that the precepts of the UK Code are reflected in remuneration policies and practices, including the need for clarity, simplicity, risk mitigation, predictability, proportionality and alignment to culture;
• Entering into contractual arrangements with Executive Directors, ensuring appropriate termination provisions and protecting the interests of Endeavour;
• Appointing remuneration consultants and commissioning reports, surveys or information deemed necessary to the proper functioning of the Remuneration Committee; and
• In determining remuneration policies for Executive Directors, reviewing and having regard to remuneration of the wider workforce, including considering pay gaps and disparities in the Company's broader approach to workforce remuneration, particularly considering gender and ethnic diversity.

The Committee is currently comprised solely of Non-Executive Directors, being Mr. Beckett (Chair), Ms. Mahler and Ms. Bianchi. Following the AGM, at which Mr. Beckett will retire, the new Board will appoint a new Chair of the Remuneration Committee. In order to have full information in making its decisions the Remuneration Committee regularly invites members of management (as well as its independent remuneration advisor Willis Towers Watson) to attend meetings, to provide reports and updates. The Company Secretary attends meetings as secretary to the Remuneration Committee. Typically, other management attendees include the CEO, EVP Human Resources and VP Finance at the invitation of the Chair of the Committee.

Members of management are not present when decisions are considered or taken concerning their own remuneration. When determining Executive Director remuneration, the Remuneration Committee considers any decisions in the context of the requirements of the business, its talent needs, competitive market practices, principles of the 2018 UK Code, any relevant legacy contractual obligations and its North American heritage.

The Remuneration Committee seeks and considers advice from independent remuneration advisers where appropriate. Remuneration consultants are engaged by and report directly to the Committee. Willis Towers Watson was appointed by the Remuneration Committee in September 2020 to act as an independent remuneration adviser in contemplation of the LSE Listing.

During the development of the Remuneration Policy the Company solicited feedback from shareholders in connection with the draft Policy and its contemplated pay structure. Feedback from both shareholders and their representative bodies was considered in proposing the final version of the Policy to be voted on by the Shareholders at the Meeting. Such interaction with Shareholders on the subject of remuneration is expected to continue on an ongoing basis via representatives of the Remuneration Committee and management.

A copy of the Remuneration Committee's charter, which sets out its role and responsibilities, composition, structure, and membership requirements is available on the Company's website.

1.4 Compensation Risk Oversight

The Company has considered the risks relating to its compensation paid to its executives, directors, and other employees, and determined that the type and structure of the compensation is in line with similar companies within the gold mining industry, and does not present risks that are reasonably likely to have a material adverse effect on the Company.

Endeavour uses the following practices to discourage inappropriate or excessive risk-taking by executive officers:

• Pay Mix. Incentive compensation awards are based on achievement of both corporate and individual performance objectives, and are not inordinately weighted to any single metric. Compensation packages consist of a mix of fixed and performance-based compensation with short and long-term conditions. The 2022 pay mix of each NEO is represented in a graphic under their respective profile starting under the heading "1.13 – Named Executive Officers" in Part VI of this Circular.
• Anti-Hedging Policy. Directors, NEOs, and other executives are prohibited from purchasing financial instruments (including prepaid variable forward contracts, equity swaps, and collars) that are designed to hedge or offset a decrease in the market value of Endeavour's equity securities that are granted as compensation or held, directly or indirectly, by a director, NEO, or executive. However, derivative instruments are permitted to hedge Canadian dollar foreign exchange risk versus the home currency of a director, NEO or executive.
• Clawback Policy. To ensure appropriate risk management and safeguard against short-term decision making by the relevant individuals, a robust clawback policy applies to both STIP and LTIP.
  • − Under the clawback policy, all compensation received as an annual bonus under the STIP or under the Executive LTIP by any participant is subject to clawback and recapture from such participant, if the Remuneration Committee considers that there are exceptional circumstances. Such exceptional circumstances may include

material misstatement of accounts, behaviour during employment resulting in material reputational damage to the Company, and errors in available financial information which led to the award being greater than it would otherwise have been or corporate failure. Clawback may be applied for a period of up to three years from payment of any STIP bonus or vesting of any LTIP awards.

• Mandatory Minimum shareholding. To align the interests of directors and Executives with the Company's shareholders over the longer term, the Board adopted an updated Share Ownership Policy in 2021 which will apply in 2022, which requires its senior executives to achieve and maintain minimum shareholding thresholds. The ownership requirements are:
  • − CEO The CEO was previously required to acquire and hold shares equal in value to 300% the amount of his base salary. Pursuant to the 2022 Remuneration Policy being voted on by shareholders, the CEO will be required to acquire and hold shares equal in value to a minimum of 900% of his base salary.
  • − Senior executives Senior executives are currently required to acquire and hold shares equal in value to 200% the amount of their respective base salaries within five years of their employment start date.

As of December 31, 2021, all NEOs have met, or are on track to meet (within five years of their employment), the shareholding requirement. Only shares held outright by a NEO will count towards the mandatory minimum requirement; PSUs, performance shares, and other shareequivalent instruments, if applicable, do not count. The following table shows the total EDV Shares, EGC Tracker Shares3, and PSUs held by each continuing NEO, based on information provided by each of them, along with the value of the shares as of the Record Date:

Name	Shares held(2)	EGC Tracker Shares Held (3)	PSUs Held (#)	Value of shares (US\$)(1)	Base Salary (as at Dec. 31, 2021) (US\$)	Coverage ratio of shares to Salary	Share Ownership Guideline Met (or Prescribed Deadline)
Sébastien de Montessus(1)	721,843	309,210	511,721	22,554,847	1,600,000	14.10
Joanna Pearson	Nil	Nil	83,343	Nil	450,000	Nil	On track to meet guideline by May 2025
Mark Morcombe	52,626	Nil	228,885	1,151,111	500,000	2.30
Patrick Bouisset	Nil	566,205	200,816	12,384,842	450,000	27.52
Morgan Carroll	313,863	Nil	177,251	6,865,258	450,000	15.25

(1) Shares held in a family trust, of which the CEO is not a beneficiary, as described in the 2021 Listing Prospectus.

³ EGC Tracker Shares are a class of shares of a subsidiary of the Group which track the share price of the Company and have similar economic benefits to the holder. The shares have no voting rights.

• (2) Shares held includes the 2019 Grant that vested fully on December 31, 2021 and were settled in Endeavour Mining plc shares in the first quarter of 2022.
• (3) EGC Tracker Shares includes the 2019 Grant that vested on December 31, 2021,
• (4) The value of the shares reflects the closing price on the TSX on December 31, 2021 of CDN\$27.73, converted to US\$ based on an exchange rate of \$0.7888.

1.5 Elements of NEO Compensation

Compensation of NEOs for the year ended December 31, 2021 included base salary, STIP annual performance-based cash bonus, and awards under the LTIP.

Element of Compensation	Description and Purpose
Base Salary	Base salaries are fixed and therefore not subject to uncertainty. Salaries are used as a measure to compare to, and remain competitive with, compensation offered by competitors and as the base to determine other elements of compensation and benefits.
	Base salaries are determined at the commencement of an executive's employment with the Company and may be adjusted based on competitive market practices, changing roles and responsibilities, the executive's performance and improvements in job proficiency/competence, and the Company's results and ability to pay.
Short-Term Incentive Program (Annual Cash Bonus)	Annual bonuses are tied to performance and are a variable component of compensation designed to reward NEOs for delivering performance results. Annual bonuses are subject to a clawback of 100% of any amounts paid to an Executive in any relevant year, where the Board determines that such person engaged in gross negligence or intentional misconduct during their employment.
	In 2021, the Company offered annual cash bonuses (calculated and awarded as a percentage of salary) based on targets set by the CEO and Board. These targets comprise quantitative elements that tie to the Company's strategic goals and annual operating plan including:
	Company-wide operating and financial targets, including:
	• Achieving 2021 production guidance of 1,365-1,495koz. • Achieving 2021 AISC guidance of <900/oz • Achieving 2021 net free cash flow of US\$300M • Achieving successful LSE listing • Malaria cases decreasing by 10% from prior year • Total Recordable Injury Frequency Rate decreasing by 10% vs. 2020 • Adding 2.5Moz Indicated resources for the Endeavour group
	Strategic goals such as identification, evaluation, and execution of corporate opportunities including, for 2021, successful achievement of the London listing; and
	Other objectives such as achieving synergies from acquisitions or completing exceptional corporate events (including acquisitions and disposals).
	None of the current NEOs have contractual minimum bonus amounts so the entire bonus is fully performance-related and 'at-risk'. Details of factors weighed in awarding the 2021 bonus are discussed below under the heading "1.8 – 2021 STIP Criteria and Scorecard" in Part VI of this Circular.
	The Company awarded 2021 cash bonuses on the basis of group performance targets that included: the Company achieving production, cost and free cash flow guidance, ESG, safety and group exploration targets. See the scorecard and graphic under the heading "1.8 – 2021 STIP Criteria and Scorecard" in Part VI of this Circular for further details.
Long-Term Incentive Awards (PSUs)	The core purpose of a long-term incentive program ("LTIP") is to provide strong incentives to deliver and exceed the Company's long-term objectives, reward participants for their contribution, serve as a retention mechanism, and continue to align compensation with shareholders' interests.
	To shift the pay mix toward a greater proportion of compensation being performance-linked, the Company does not intend to issue stock options.
	Annual award grants (summarized under the heading "1.9 – Long Term Incentive Program" in Part VI of this Circular) under the Executive LTIP are made each year and vest at the end of the third calendar year from the year of grant.
Benefits	The Company has not provided its NEOs or other employees with pension plans (other than as required by applicable law) or retirement contributions. The other benefits and perquisites provided are limited to basic insurance programs (medical, life and disability), income

protection scheme, housing and car allowances and payment of certain gross up taxes by the Company on behalf of certain employees.

Compensation of NEOs for the year ended December 31, 2021 included base salary, an annual performance-based bonus and awards under the Executive LTIP as summarized in the following table with further information provided in the sections below.

1.6 Base Salary

Endeavour's base salaries for its NEOs are designed to be competitive. This reflects the ambition and intensity of the long-term growth strategy, the level of persistent individual commitment required to successfully implement that strategy, and the mix of skills and experience needed to attract and retain sufficiently qualified executives.

1.7 Short-Term Incentive Program

The Company sets out a detailed scorecard annually to measure eligibility for STIP bonuses against company-wide accomplishments and achievements. The STIP is paid in cash.

Annual performance incentive targets for the NEOs are as follows: 150% of salary for the CEO (with a maximum of 250%), and 75% of salary for all other NEOs (with a maximum of 100% for extraordinary achievements for certain NEOs). Extraordinary achievements will be determined at the discretion of the Board. If minimum threshold performance levels are not met under the targets set, no bonuses would be paid.

1.8 2021 STIP Criteria And Scorecard

The scorecard below captures the Company's key performance indicators for 2021 and whether they were achieved. Achievement of group targets (set out below) are the sole performance conditions applying to all NEO functions, with a collective weighting of 100%. This approach fosters solidarity and team work ahead of individual personal goals. Details of how those factors were measured in 2021 appear in the following scorecard:

	Criteria	Weighting	Target	Actual Achievement	Actual Score
	Production	10%	Achieve 2021 guidance of 1,365- 1,495koz.	Target met: 100%	10%
				Production of 1,536koz
	AISC	10%	Achieve 2021 guidance of <900/oz.	Target met: 100%	10%
				AISC of \$883/oz
	Net Free	20%	Achieve 2021 net free cash flow of	Target met: 100%	20%
	Cash Flow		US\$300M	Free cash flow of US\$491M
Group Targets
	LSE Listing	20%	Achieve successful LSE listing	Target met: 100%	20%
	ESG – malaria cases	10%	Malaria cases decrease by 10% from prior year vs 2020	Target met: 100%	10%
				Malaria cases decreased by 12%

ESG –injury frequency rate	10%	Total Recordable Injury Frequency Rate (TRIFR) (LTI + RWI + MTI) decrease by 10% vs. 2020	Target met: 100% Injury frequency rate decreased by 13%	10%
Exploration targets	20%	Add 2.5Moz Indicated resources for the Endeavour group	Target met: 100% Added +3Moz of indicated resources	20%
Total	100%		Total Achieved	100%

The 2021 annual incentive bonuses were paid in cash as disclosed below:

		TARGET 2021 BONUS (US\$)	2021 ANNUAL BONUS	ACTUAL 2021
NAME AND PRINCIPAL POSITION	TARGET %	TARGET AMOUNT	AWARD (US\$) ACHIEVEMENT	BONUS AS % OF SALARY
Sébastien de Montessus, Chief Executive Officer(1)	150%	\$2,400,000	\$4,000,000	250%
Joanna Pearson, EVP and Chief Financial Officer	75%	\$337,500	\$337,500	75%
Mark Morcombe, EVP and Chief Operating Officer	75%	\$375,000	\$500,000	100%
Patrick Bouisset, EVP Exploration	75%	\$337,500	\$450,000	100%
Morgan Carroll, EVP Corporate Finance and General Counsel	75%	\$337,500	\$450,000	100%
2021 bonus outcome for the CEO: Bonus Scorecard (0-100%): Bonus outcome after application of multiplier 0 – 1.67 Final Outcome (\$) as % of salary as % of maximum	100% 167% 250% 100%	4,000,000

Notes to table:

1.9 Long-term Incentive Program

The Executive LTIP has been designed to incentivize the accomplishment of key operational and strategic objectives which are elements of delivering the Company's strategic growth plan. It is implemented via two legacy PSU plans adopted in 2016 and two new PSU plan (New EDV Plans) adopted in 2021 for participation by UK and non-UK executives (the "UK Executive Performance share Plan" and the "Non-UK Executive PSU Plan", respectively, and together, the 'Executive PSU Plans'). Following the New EDV Plans being approved by shareholders (at the time of our London listing), no new share awards will be made under the legacy PSU Plans. All PSUs granted under the legacy PSU Plans will continue in effect after the effective date of

⁽¹⁾ Performance of the NEOs in 2021 was assessed against a scorecard of eight factors; safety of personnel, ESG, production levels, net cash flow, cost management, exploration success, key projects and personal objectives. In determining the CEO's maximum bonus outcome, the Board noted the enormous strategic progress made in resetting the Company's long-term prospects, in the wake of the two major acquisitions, successful integration of Teranga, committing to a minimum shareholder returns policy which involved a 2021 dividend (\$140 million) plus share buybacks (\$138 million, for an aggregate \$238 million), completion of a full refinancing (\$500 million senior notes and a \$500 million RCF) and a successful London Premium listing. Endeavour's Ity mine in Côte D'Ivoire was announced as award winning for excellence in mining and our CEO was mining CEO of the year. As a result, the Remuneration Committee agreed the annual bonus for the CEO warranted the full multiplier and Policy maximum of 250% of base salary for this extraordinary year of \$4,000,000.

the LSE Listing but participants will be entitled to receive New EDV shares (or a cash equivalent) instead.

Award grants under the Executive PSU Plans contain forward-looking performance conditions for vesting, which are linked to the Company's strategy over a rolling 3-year period. The Company may elect to settle any award grants in either cash or shares. The award grants vest annually, subject to the achievement of the applicable performance conditions. Awards may also vest either partially, pro-rata, or in full upon the occurrence of certain other events, including termination without cause and a change of control of the Company.

The UK Executive PSU Plan (provided to allow for individual tax planning) grants performance 'shares', rather than performance 'share units' as under the other PSU Plans. Performance shares are a special class of non-voting shares issued in an Endeavour subsidiary (Endeavour Gold Corporation), the rights of which result in a potential payout identical to PSUs. Due to the capitalization of that subsidiary, the number of performance shares that are issued does not correlate with the number of PSUs issued under the Non-UK Executive PSU Plan. However, awards of performance shares are designed to be economically identical to what would be paid out on a PSU award under the Non-UK Executive PSU Plan in the same circumstances (Grant 2019 at a ratio of 0.61, Grant 2020 at a ratio of 0.47 and Grant 2021 at a ratio of 0.32. For ease of comparison in the Circular, disclosure of the number and value of a NEO's Performance shares is presented as its PSU equivalent. As a result, any use of the term 'PSU' in this Circular can be taken to also include performance shares, unless otherwise stated.

Until our London listing in 2021, performance conditions under the Executive PSU Plans targeted indicators linked to (i) the performance of our shares (measuring relative TSR against the S&P TSX Global Gold Index/Comparator Peer Group between the time of grant and the vesting date of each grant) and (ii) key future operational indicators (measuring achievement of targets linked directly to the successful implementation of our growth strategy). For 2022 onwards we expect the TSR comparator group to comprise a list of the top 20 global gold producers.4

The relative influence of TSR and operational/strategic performance indicators towards vesting (and therefore payout) is weighted according to the relative importance of those factors. The overall payout on vesting of PSUs is subject to a performance multiplier between (i) 0 to 1.375 for Grants in 2019, (ii) 0 to 1.25 for Grants in 2020, and (iii) 0 to 1.375 for Grants in 2021, depending on the achievement of the performance criteria, as set out in the table below. The weighting is evenly split between the TSR performance and operational/ strategic performance.

⁴ Newmont, Barrick, AngloGold Ashanti, Polyus, Agnico Eagle + Kirkland, Kinross, Newcrest, Polymetal, Northern Star, Harmony, B2Gold, Centerra Gold, Yamana, Evolution Mining, IAMGold, Goldfields, Zhongjin Gold Corp, Shandong Gold Mining Co, and China National Gold Group.

Executive LTIP Grant	Performance Criteria	Weighting	Multiplier	Vesting Date
	• Relative TSR measured from January 1, 2019 to December 31, 2021 against components of the S&P TSX Global Gold Index over the same period	50%	0 to 1.5
Grant 2019 Awarded January,	• Reaching cumulative exploration targets for new Resource ounces discovered from 2016 to 2021, in a range between 5Moz and 10Moz, where any such new resources must be at least 1Moz at a mine/project in order to count towards the target	25%	0 to 1.5	December 31, 2021
2019	• Reaching the Company's 2021 public market guidance for ounces of annual gold production for all mines in aggregate	12.5%	0 to 1.0
	• Reaching a Net Debt/EBITDA ratio of <0.5 in 2021	12.5%	0 to 1.0
Grant 2020 Awarded January, 2020	• Relative TSR measured from January 1, 2020 to December 31, 2022 against components of the S&P TSX Global Gold Index over the same period	50%	0 to 1.5	December 31, 2022
	• Maintaining a Net Debt/EBITDA ratio of >0.5 in 2022 based on current operating portfolio (as adjusted for approved material capital projects)	25%	0 to 1.0
	• Reaching annual gold production for all mines in aggregate of >600Koz in 2022 (based on operating portfolio at the time of grant)	12.5%	0 to 1.0
	• Aligning ESG reporting to 2019 World Gold Council RGMP Framework, and achieve external assurance on all 10 principles and 51 sub- principles, by 2022	12.5%	0 to 1.0
Grant 2021 Awarded January, 2021	• Relative TSR measured from January 1, 2021 to December 31, 2023 against the TSR of the top 20 global gold producers over the same period(2)	50%	0 to 1.5
	• Achieving aggregate production (over the entire vesting period of an Award 2021-2023) against the guidance production for the same period(2)	25%	0 to 1.5	December
	• One major capital project(1) commissioned within the vesting period	12.5%	0 to 1.0	31, 2023
	• Carbon reduction strategy in place and at least one solar plant or other substitute renewable energy plant is commissioned within the vesting period	12.5%	0 to 1.0

(5) Major Capital Project means a single development project with total capital costs equal to or greater than \$200 million

(6) TSR and aggregate production are subject to a multiplier of 150% applied if maximum is exceeded

Following the vesting of each award, Endeavour intends to publish details of the actual vested awards measured against the original target performance criteria.

We note that, at present, due to the forward-looking nature of future annual gold production numbers, it is not possible to include guidance numbers at the time of each relevant grant; annual production guidance numbers are generally approved by the Board of Directors and published to the market in January of each calendar year.

The operational performance criteria selected to apply to each of the Grants are closely tied to the achievement of key milestones in the Company's growth strategy communicated to shareholders. For example, for Grants 2019, 2020 and 2021 the performance conditions reflected the Company's strategic progress during that time. Aside from consistently measuring total shareholder returns as a key compensation driver, another new focus emerged based on the successful conclusion of a capital intensive investment phase; this was the importance of maintaining a healthy balance sheet and low leverage (through a Net Debt/ EBITDA target). We also retained targets based on a stable production profile (more reflective of a larger gold producer), on meeting more aggressive cumulative exploration targets (set by reference to the success and ambition of the exploration strategy deployed in 2016), and on achieving ESG targets which are independently verifiable and conforming to best industry benchmarks.

The details of Grants 2019 to 2021 awarded to continuing NEOs are set out in the table below. The annual awards and the associated performance conditions for each grant under the Executive LTIP are discussed in the table on page 63 and the scorecard for Grant 2019 is set out below under the heading "2019 LTIP Scorecard".

In Q2 2020, an additional award (Grant 2020B) was granted to Executives and senior management. The Grant 2020B vested on June 30, 2021, one year after date of grant. Given challenges presented by the COVID-19 pandemic, in particular, extended work hours, prolonged on-site rostering, and increased business complexity, an extraordinary award was granted in August 2020 to certain staff who hold key roles in safeguarding the Company's performance. This award was made in recognition of the extraordinary efforts of those individuals and served as an important retention tool at a critical time. The grant was not subject to a specific performance condition, beyond continued employment to the vesting date. The Company believes that this Grant 2020B was key to ensuring business continuity during the pandemic as senior management went above and beyond to keep the business on track to meet full year production and AISC guidance. A strategic award was made to a limited number of participants in July 2021 (Grant 2021B) whose contribution was critical to the acquisition and integration of the Teranga business and to the success of the London listing, a vital strategic priority of the Company. The Grant 2021B is aimed at retention of the eligible participants, who were deemed important from a leadership and contribution perspective as the business grows. Vesting of Grant 2021B will occur on December 31, 2022, 18 months after the date of grant, provided that the participant is still employed at that date and is not subject to any termination procedure. The CEO was not a participant in either the Grant 2020B or the Grant 2021B.

Executive LTIP Grant	Number of PSUs (Equivalents) under the UK Executive Plan	Number of PSUs under the Non-UK Executive Plan
Grant 2019	557,594	227,325
Grant 2020	460,215	231,833
Grant 2020B	107,517	59,815
Grant 2021	643,759	231,909
Grant 2021B	124,924	59,305

1.10 2019 LTIP Scorecard

For Grant 2019, which vested on December 31, 2021, the actual performance versus the original performance conditions are set out in the table below. An overall performance multiplier of 111% was achieved out of a possible 137.5% maximum.

Grant 2019 was structured in a similar way to other series of LTIP grants made since 2016, and had four separate constituent factors, as can be seen from the detailed table below. A significant strategic exploration component was included to reflect the importance of meeting or exceeding the Company's long-term exploration goals, which is a critical value driver for shareholders. The discovery target of 5.0Moz –10.0Moz, which was an ambitious one based on the knowledge and work studies available at the time of the grant, was exceeded with a cumulative total of 10.8Moz of gold having been discovered (in the Indicated Resource category) since the inception of the new exploration strategy. As has been the case over the last eight years, the Company's pro forma gold production for 2021 of 1,521koz exceeded market guidance despite the challenges of COVID-19. The third factor within Grant 2019 reflected another important long-term strategic objective, which is heavily correlated with stock price performance, being a measurement of the health of our balance sheet in a Net Debt/ EBITDA ratio of 0.5 times. We finished the year in a net cash position having fully deleveraged our balance sheet, thereby exceeding the goal that had been set.

The TSR performance was based on an adjusted S&P TSX Global Gold Index to reflect a more accurate comparable peer group for TSR purposes, by including direct African peers, which are not within the index (such as Centamin and Resolute) and excluding non-comparable companies such as royalty, streaming or development stage companies and those not comparable in market capitalisation.

Performance Condition	Target or Peer Group Actual	Endeavour Actual	Target Weighting and Multiplier	Actual Performa nce
Relative TSR measured	• Threshold: Third quartile	Threshold achieved:	0 to 1.5	0.97*50%
from January 1, 2019 to December 31, 2021 against the comparator peer group(1) over the same period	among the comparator peer group(1) • Target: Top half among the comparator peer group(1) • Maximum: Top 25 Percentile in TSR among the comparator peer group(1)	Median	50%	= 48.5%
Reaching cumulative	• Threshold: marginally	Maximum achieved:	0 to 1.5	1.5*25%
exploration targets for new Resource ounces discovered from 2016 to 2021, in a range between 5Moz and 10Moz, where any such new resources must be at least 1Moz at a mine/project in order to count towards the target	misses target • Target: Between 5Moz and 10Moz, where any such new resources must be at least 1Moz at a mine/project in order to count towards the target Maximum: Exceeds target range with at least 1Moz at a mine/ project	10.8Moz discovered	25%	= 37.5%
Reaching the Company's 2021 public market guidance for ounces of annual gold production for all mines in aggregate (1,365 koz to 1,495koz)	• Threshold: marginally misses guidance • Target: within guidance	Target met: 1,521koz	0 to 1.0 12.5%	1.0*12.5% = 12.5%
Reaching a Net Debt/	• Threshold: marginally		0 to 1.0	1.0*12.5%
EBITDA ratio of <0.5 in 2021	higher than 0.5 • Target: < 0.5 in 2021	Target met: Achieved a Net Cash position of \$76 million by YE 2021	12.5%	= 12.5%
Total				111%

(1) For TSR purposes, the comparator peer group at YE 2019 included Gold Fields, Polyus, Harmony Gold Mining, Lundin Gold Inc, Alamos Gold Inc, Newmont Corporation, Polymetal International plc, Yamana Gold Inc, Centerra Gold Inc., AngloGold Ashanti Ltd, Kinross Gold Corp, NovaGold Resources Inc., Kirkland Lake Gold Ltd., Pretium Resources Inc., Barrick Gold Corp, SSR Mining Inc, B2Gold Corp, Agnico Eagle Mines Ltd, Seabridge Gold Inc, Osisko Mining Inc., Evolution Mining, Newcrest Mining Ltd, Coeur Mining Inc, Fresnillo plc, Northern Star Resources, Torex Gold Resources Inc, Centamin, IAMGold Corp, Regis Resources, Compania de Minas Buenaventura SAA, OceanaGold Corp, St Barbara and Resolute Mining.

1.11 SHARE PERFORMANCE AND NEO COMPENSATION

TSR PERFORMANCE GRAPH

The following performance graph shows the total shareholder return over the five-year period ended December 31, 2021 for Endeavour shares compared to the S&P TSX Index and the S&P TSX Global Gold Index. The graph and the table below show what a C\$100 investment made in Endeavour shares, the S&P TSX Index or S&P TSX Global Gold Index at the end of 2016 would be worth every year and at the end of the five-year period following the initial investment.

Five year cumulative TSR on C\$100 investment

	YE2016 (Dec 31)	YE2017 (Dec 31)	YE2018 (Dec 31)	YE2019 (Dec 31)	YE2020 (Dec 31)	YE2021 (Dec 31)
Endeavour TSR	100	128	111	122	148	138
S&P Global Gold Index	100	101	96	134	162	150
S&P TSX Index	100	106	94	112	114	139

For the five-year period ended December 31, 2021, Endeavour has performed in line with the S&P TSX Index, and has seen a total shareholder return of 38%, which excludes returns delivered through dividends to shareholders and share buybacks. Endeavour slightly underperformed the S&P Global Gold Index, which contains non-comparable companies such as royalty, streaming or development stage companies and those not comparable in market capitalization.

TSR VS NEO AND CEO COMPENSATION

Five year TSR vs CEO & NEO Compensation

	2016 (December 31)	YE2017 (December 31)	YE2018 (December 31)	YE2019 (December 31)	YE2020 (December 31)	YE2021 (December 31)
Endeavour TSR	100	128	111	122	148	138
S&P Global Gold Index	100	101	96	134	162	150
S&P TSX Index	100	106	94	112	114	139
NEO Total Compensation	100	67	57	53	51	87
CEO Total Compensation	100	10	115	92	76	307

The Remuneration Committee strives to balance operational performance, financial results and TSR when determining NEO compensation. From December 31, 2016 to 2021, gold prices increased from an average of \$1,252 per ounce to an average of \$1,798 ounce (44% increase). From 2017, approximately one year after our current CEO assumed that role and set out a new five-year plan, to December 31, 2021, our share price increased by 38%. Our share price was in line with the TSX S&P Gold Index (which increased by 50% over the same period) as a result of solid execution against the five-year plan and fast paced activity as noted in the achievements listed below. At the same time, total NEO compensation has gone down by 13% and CEO compensation has increased by 207%.

1.12 Executive Directors' Remuneration Policy

As an LSE-listed company, Endeavour has prepared its first Directors' Remuneration Policy which outlines our remuneration framework that will apply to Executive Directors and Non-Executive Directors. The Policy is subject to a binding shareholder vote (as more particularly set out in Part II of this Circular) and, subject to shareholder approval, will become effective from the date of the shareholder meeting. The Policy is consistent with the quantum and structure of pay outlined in the Prospectus published ahead of the Company's Admission to the LSE, but with certain subsequent adjustments to improve the structure of compensation so as to be closer to UK practices, bearing in mind the North American and TSX heritage of the Company.

FIXED REMUNERATION
Base salary
Purpose
and link to	Operation	Maximum opportunity	Performance measures
strategy
To attract	Base salaries will typically be	Salary increases will be made in	Both Company and
and retain	reviewed annually, with any	the context of the broader pay	individual performance, and
executives	increases normally effective	environment and will normally	relevant track record or
of the right	from 1 January.	be made taking into account	experience, are considered
calibre to		those made to other employees.	when setting Executive
successfully	Base salary levels take account	Increases may be made above	Directors' base salaries.
develop and	of:	the levels of general increases
execute on an intensive	• The individual's role, performance and	across the workforce where the Remuneration Committee
and	experience;	considers it appropriate
ambitious	• Business performance,	including (but not limited to) a
emerging	individual track record and	significant increase in the scale,
markets	the external environment;	scope, market comparability or
business	• Salary increases for senior	responsibilities of the role,
strategy	management and other	bearing in mind potential growth
aimed at	employees; and	and increased complexity of the
driving	• Salary levels for comparable	business.
shareholder	roles at relevant global	Where an individual has been
returns over	comparators.	appointed on a salary lower
time.		than market levels, increases
	No recovery or withholding	above the wider workforce may
	applies.	be made to recognise
		experience gained and
		performance in the role.
		Such increases will be
		explained in the relevant year's
		Annual Report on
		Remuneration.
Benefits
Purpose
and link to strategy	Operation	Maximum opportunity	Performance measures
To provide	Benefits may include participation	Benefits provided may vary	None
market	in car schemes, private health	by role and individual
competitive	insurance, directors' liability, travel	circumstance and are
benefits.	and life insurance, limited	reviewed periodically.
	personal taxation and financial
	advice and other ancillary	The current CEO service
	benefits, including attendance at	contract entitles him to health,
	relevant public events. Where	life and disability cover for
	appropriate, other benefits may	himself and/or his
	be offered including, but not	family.
	limited to, allowances for
	relocation.	There is no overall maximum.
	No recovery or withholding

Remuneration Policy table for Executive Directors

applies.

Pension (or cash allowance)
Purpose and link to strategy	Operation	Maximum opportunity	Performance measures
To provide market competitive retirement benefit in line with the UK workforce.	Executive Directors may participate in a defined contribution scheme. Individuals may receive a cash allowance in lieu of some or all of their pension contribution. No recovery or withholding applies.	Defined Contribution scheme where the employer contribution is a maximum of 6% of salary and annual bonus. This is in line with the maximum pension contribution available to all UK employees.	None

PERFROMANCE RELATED VARIABLE REMUNERATION

	Short – Term Incentive Plan
Purpose and link to strategy	Operation	Maximum opportunity	Performance measures
To provide alignment between the successful delivery of the short term annual strategic business priorities and reward.	The bonus is earned based on the achievement of one year performance targets and is delivered in cash or a combination of cash and deferred shares. Half of any bonus will be deferred into shares, for a period of two years. Dividend equivalents may be accrued on deferred shares. Malus and clawback provisions may be applied in exceptional circumstances as detailed in the notes to this table.	Maximum of 250% of salary.	The bonus will be based on a combination of financial, operational, strategic and individual measures. Performance measures and weightings are reviewed annually to ensure they continue to support the achievement of the Company's key strategic priorities. It is intended that At least 30% of the bonus KPI's will be based on financial measures.
			The bonus pays out for each KPI on a scale. Typically, the scale is from threshold at no more than 30% of the available bonus, to maximum 100% and where appropriate a target level will be set at no more than 60% of the maximum. If appropriate the KPIs may include stepped levels or milestone achievements and will be disclosed retrospectively in the Annual Report. The Remuneration Committee retains

discretion to adjust the bonus outcomes to ensure they are reflective of underlying business performance and any other relevant factors. The Remuneration Committee will consult with major shareholders where appropriate before the use of any material discretion to increase the formulaic outcome.

Long-Term Incentive Plan (LTIP)
Purpose and link to strategy	Operation	Maximum opportunity	Performance measures
To incentivise and reward participants over the long-term for sustained delivery of the business strategy and shareholder value. Provides longer term alignment with the shareholder experience.	LTIP awards will typically be made annually and awards may be in the form of performance share units or such other structure as the Remuneration Committee determine is most effective. Vested shares are subject to a holding period of two years (except shares may be sold at vesting to satisfy any tax-related liabilities). Dividend equivalents may be accrued on shares. Malus and clawback provisions may be applied in exceptional circumstances as detailed in the notes to this table.	Annual awards at 400% of base salary, with a potential 1.5x vesting multiplier to take the maximum vested opportunity to 600% in the event that all performance conditions are exceeded.	LTIP awards will be based on a combination of financial, shareholder return and strategic performance measures aligned with the business priorities, usually measured over a minimum three-year period. The targets, measures and weightings will be determined annually by the Remuneration Committee prior to award. For threshold performance typically, payment starts no higher than 33% of the maximum award and depending on the metric, may either have a set target or interpolation to the maximum. If appropriate the KPIs may include stepped levels, interpolation, or milestone achievements. Generally, these KPI's and targets will be disclosed prospectively in the Annual Report.
			The Remuneration Committee retains discretion to adjust the vesting level based on a review of underlying performance of the Company. The Remuneration Committee will consult with major shareholders where appropriate before the use of any material discretion to increase the formulaic outcome.
Shareholding Policy

Purpose and link to strategy	Operation	Maximum opportunity	Performance measures
To provide alignment between the interests of Executive Directors and	Shareholding guidelines will be a minimum of 900% for CEO. If appointed, shareholding guidelines for other new Executive Directors will be at least 300% of salary.	Not applicable.	Not applicable.
shareholders over the longer term.	Executive Directors are expected to build up to their shareholding guideline within a 5-year period from their date of appointment to the Board.
	Post-cessation shareholding

policy

All Executive Directors will be required to hold the lower of (i) their shareholding at the date of termination of employment; or (ii) shares equivalent to the minimum share ownership guideline at that date,

In each case, at the level of 100% of the shareholding guideline for a period of one year post employment, and thereafter at the level of 50% until two years postemployment.

Unvested shares, that are still subject to performance conditions, do not count towards the shareholding guideline.

Appropriate enforcement mechanisms exist.

Notes to Remuneration Policy Table:

Operation of Incentive Plans

The incentive plans for Executive Directors will be operated within the Policy at all times and in accordance with the relevant plan rules and the Listing Rules. There are a number of areas over which the Remuneration Committee retains flexibility as detailed below:

Who participates in each plan.

• The timing and size of an award and/or payment (subject to any maximums indicated in the table above).
• The performance measures, weightings and targets that will apply each year and any intra-period adjustments

thereof or adjustments to formulaic outcomes as described.

• Treatment of leavers.
• Amendments of plan rules in accordance with their terms.

Where appropriate, any use of discretion by the Remuneration Committee will be disclosed in the relevant Annual Report on Remuneration and may be subject to consultation with the Company's shareholders. The Committee may adjust the number or type of shares subject to LTIP awards (or number of DSUs if applicable) if there is a variation in the share capital (e.g. a rights issue or similar transaction), a demerger, a special dividend or distribution or any other corporate event which might affect the current or future value of the award.

Performance Measures and Targets

Pay for performance and rewarding sustainable success delivered over the longer term have been central to Endeavour's remuneration philosophy since its 2016 strategic launch, and this will continue to be the case. Annually, the Remuneration Committee gives careful consideration to performance measures and targets for the incentive plans to ensure that they are aligned with the Company's strategy, performance and the shareholder experience.

The STIP measures are selected to provide a balance between rewarding consistent short-term operational excellence, annual financial metrics, ESG progress and successful incremental execution of the strategy, all of which are fundamental to the Company's stability, performance and attractiveness as an investment proposition. For the LTIP, the performance conditions align participants with shareholders by measuring the successful delivery of the long-term business plan and strategy, with an overall aim of driving long-term shareholder returns over time.

Targets for the incentive plans are set taking into account a number of reference points including target future performance, forward-looking business forecasts and external context such as market forecasts and consensus ranges, to ensure the level of performance required is appropriately challenging.

In exceptional circumstances conditions applying to the LTIP may be adjusted if the Remuneration Committee considers this appropriate having regard to the evolution of the business and its priorities. If they are adjusted, they must, in the opinion of the Remuneration Committee (having regard to the evolution of the business and its priorities), be fair, reasonable and materially no less or more challenging than the original conditions.

Malus and Clawback Provisions

Consistent with best practice, malus and clawback provisions will be operated at the discretion of the Remuneration Committee in respect of both the annual bonus and LTIP where it considers that there are exceptional circumstances. Such exceptional circumstances may include material misstatement of accounts, behaviour during employment resulting in material reputational damage to the Company, and errors in available financial information which led to the award being greater than it would otherwise have been or corporate failure. Clawback may be applied for a period of up to three years from payment of any bonus or vesting of any LTIP awards.

Discretion

The Remuneration Committee recognises the importance of ensuring that pay reflects performance aligned with the Company's strategy, ambitions and risk appetite. Consequently, the Company expects to review formulaic outcomes to ensure alignment with Endeavour's performance, shareholder and employee and stakeholder experience, and may apply appropriate judgement and adjustments, upwards or downwards. In addition, the Company may amend formulae, performance metrics and targets to reflect changes in Company strategy, acquisitions or disposals or other exceptional circumstances. Such exercise of judgement or discretion shall be disclosed in the relevant Remuneration Report.

Legacy Arrangements

Payments may be made to satisfy commitments made prior to the approval of this Remuneration Policy. This may include, for example, but without limitation, payments made to satisfy legacy arrangements agreed prior to an employee (and not in contemplation of) being promoted to the Board of Directors. All such outstanding obligations may be honoured, and payment will be permitted under this Remuneration Policy.

Minor Amendments

The Remuneration Committee may make minor amendments to the Policy (for example for tax, regulatory, exchange control or administrative purposes) without obtaining shareholder approval.

1.13 Named Executive Officers

Endeavour believes that getting the best out of its executive team involves not only tapping into their individual skills and experiences, but also fostering a management approach where executives bear responsibility for the entire business and contribute to all facets of decision making. Endeavour employs executives who demonstrate capability in problem-solving and decision-making both within and outside their own specialist areas.

The Executive Committee comprises the Chief Executive Officer, Executive Vice President and Chief Financial Officer, Executive Vice President and Chief Operations Officer, Executive Vice President, Exploration & Growth, Executive Vice President, Corporate Finance & General Counsel, Executive Vice President, Public Affairs, Sustainability and Security, and Executive Vice President, People, IT Supply Chain and Business Assurance. It was determined that integrating senior management activities more closely with the day-to-day business in West Africa was paramount for successful strategic implementation. The NEOs are all members of the Executive Committee, under which all reporting lines and business functions are streamlined. The Executive Committee meets weekly, with in-person meetings occurring as frequently as possible and ideally with the regional operations team in Abidjan, or at one of the mine sites. This has the effect of bringing the Executive Committee closer to the real issues facing the business and provides a level of integration of efforts that is designed to tackle problems head-on. Endeavour expects its executives to attend all Executive Committee meetings unless there are exceptional circumstances or commitments.

2021 NAMED EXECUTIVE OFFICERS

For 2021, the NEOs are as follows:

Sébastien de Montessus	Chief Executive Officer
Joanna Pearson	Executive Vice President and Chief Financial Officer
Mark Morcombe	Executive Vice President and Chief Operations Officer
Patrick Bouisset	Executive Vice President, Exploration
Morgan Carroll Counsel	Executive Vice President, Corporate Finance & General

Profiles for each of the continuing NEOs follow. Henri de Joux stepped down as interim CFO on January 4, 2021 and resumed his regular responsibilities.

SÉBASTIEN DE MONTESSUS – CHIEF EXECUTIVE OFFICER AND DIRECTOR

Sébastien de Montessus joined Endeavour in November 2015 as President. He was appointed CEO in June 2016. He is responsible for implementing Endeavour's growth strategy and in 2020 Endeavour took significant steps towards achieving those strategic objectives (as detailed in the Chair's Letter above). All Executives report directly to Mr. de Montessus, who is ultimately responsible for the operational and financial performance of the Company.

2021 Salary 2021 STP 2021 LTIP \$1,600,000 \$2,163,200 \$4,000,000

KEY RESPONSIBILITIES

• Leadership of the Company and its strategic direction.

• Implementation of strategic targets across the organisation.
• Accountable to investors for overall stock performance.
• Professionalization of Group functions and administration to meet growth objectives.
• Overall responsibility for safety and health of personnel and for stakeholder relations.

KEY 2021 RESULTS

• NEO performance targets for purposes of assessing STIP are exclusively group-level targets, and so individual performance is not a relevant KPI. Please refer to the 2021 STIP scorecard for a list of results and achievements.

STIP scorecard for a list of results and achievements.

KEY RESPONSIBILITIES

• Responsibility for external financing, as well as banking and capital markets relationships.
• Responsibility for compliance, governance and legal
• matters across the group.
• Responsible for coordination and management of Board level matters

KEY 2021 RESULTS

• NEO performance targets for purposes of assessing STIP are exclusively group-level targets, and so individual performance is not a relevant KPI. Please refer to the 2021 STIP scorecard for a list of results and achievements.

1.14 Total Direct Compensation and Summary Tables

OVERVIEW

2021 Total Direct Compensation for the CEO

Mr. de Montessus' total direct compensation for 2021 was \$18,123,469.

The performance criteria for the CEO in 2021 included: (i) achievement of strategic objectives (London listing, Teranga acquisition and integration, balance sheet refinancing); (ii) achievement of operational objectives (production); (iii) exploration program success (iv) achieving or exceeding budget targets (all-in sustaining costs, net free cash flow); and (v) attainment of ESG targets (decrease in malaria incidence and improvement in safety statistics).

During 2021, the CEO oversaw the successful acquisition of Teranga's gold business, the integration of that business into Endeavour's operating model and the stabilisation of the overall operating portfolio in the wake of the acquisition, as well as that of SEMAFO (acquired July 2020). Critical to the continued success of the business amongst these many strategic changes was stability of Endeavour's own operations and the continuous development of its organic projects pipeline (where two pre-feasibility studies were delivered in 2021), as well as maintaining the focus on extracting the potential of our exploration program (where we discovered over 3 million ounces of Indicated Resources in 2021 alone), The CEO also achieved key priorities to improve the capital markets profile of the Company, notably redomiciling the business to the UK and listing the Company on the Premium segment of the London Stock Exchange (becoming the largest non-Russian gold producer listed in London) and an associated governance overhaul, as well as the complete refinancing of the balance sheet via a maiden offering of US\$500 million senior notes, underpinned by inaugural credit ratings, and a new US\$500 million revolving credit facility on improved terms. The Company unveiled its new capital allocation policy in May 2021, including a shareholder returns programme, which returned US\$238 million to shareholders in 2021 alone (US\$140 million in dividends and US\$138 million in share buybacks). The CEO also oversaw the publication of a new 5-year strategic plan in September 2021. All 2021 short-term targets were either met or exceeded, thus culminating in a year of extraordinary achievements for the CEO and the Company.

2021 Total Direct Compensation for the other NEOs

The total direct compensation for 2021 for the other NEOs was on average \$2,165,956.

The measurement criteria for each of the other NEOs were specific and quantitative where possible, and organised in a similar fashion to that of the CEO and aligned with the Company's goals.

1.15 Executive Compensation – Related Fees

The Remuneration Committee seeks and considers advice from independent remuneration advisers where appropriate. Remuneration consultants are engaged by and report directly to the Remuneration Committee.

Willis Towers Watson was appointed by the Remuneration Committee in September 2020 to act as an independent remuneration adviser in contemplation of the LSE Listing. The Willis Towers Watson team that advises Endeavour on Remuneration and HR issues and supports the Remuneration Committee does not provide any other services to Endeavour or its subsidiaries. Willis Towers Watson is currently the only remuneration adviser appointed by the Remuneration Committee. Total fees paid to the Willis Towers Watson team advising the Committee on remuneration-related matters for FY2021 were £86,301 (compared to C\$46,500 paid to Mercer Group in 2020). Willis Towers Watson are members of the Remuneration Consultants' Group, and voluntarily operate under its Code of Conduct (the Code) in relation to executive remuneration consulting in the UK. The Code is based upon principles of transparency, integrity, objectivity, competence, due care and confidentiality. The Code is available online at remunerationconsultantsgroup.com.

1.16 Summary Compensation

SUMMARY COMPENSATION TABLE

The following table contains information about the compensation paid to, or earned by, the NEOs for the financial years ended December 31, 2021, 2020 and 2019.

All amounts in US\$

Non-equity incentive plan compensation

Name and				Option
Principal			Share-based	- based	Annual	Long-term	Other
Position	Year	Salary	awards(1)	awards	plans	plans	comp.(2)	Total comp.
Sébastien	31-Dec-21	1,600,000	2,163,200(3)	nil	4,000,000	nil	10,360,26918,123,469
de Montessus	31-Dec-20	950,000	1,774,600(3)	nil	1,128,125	nil	613,575	4,466,300
CEO	31-Dec-19	950,000	2,763,740(3)	nil	1,207,500	nil	468,008	5,389,248
Joanna	31-Dec-21	450,000	906,722 (6)	nil	337,500	nil	177,155	1,871,377
Pearson EVP and CFO(4)	31-Dec-20	122,055	-	-	77,301	-	65,657	265,013
	31-Dec-19	-	-	-	-	-	-	-
Mark Morcombe EVP and COO	31-Dec-21	500,000	1,494,000	nil	500,000	nil	66,128	2,560,128
	31-Dec-20	500,000	1,602,000	nil	356,250	nil	57,733	2,515,983
	31-Dec-19	324,658	727,300	nil	221,600	nil	36,324	1,309,882
Patrick	31-Dec-21	450,000	946,227 (5)	nil	450,000	nil	63,246	1,909,473
Bouisset EVP Exploration	31-Dec-20	450,000	1,065,600(5)	nil	320,625	nil	62,821	1,899,046
& Growth	31-Dec-19	450,000	1,309,140(5)	nil	405,000	nil	132,93 0	2,297,070
Morgan Carroll EVP Corporate Finance & General Counsel	31-Dec-21	450,000	1,344,600	nil	450,000	nil	78,246	2,322,846
	31-Dec-20	400,000	1,211,200	nil	285,000	nil	77,821	1,974,021
	31-Dec-19	400,000	872,760(	nil	324,000	nil	77,821	1,674,581

Notes:

(1) Share-based awards are comprised of Performance shares and PSUs issued under the PSU Plans. A Monte Carlo simulation and a probability factor model was used to derive the fair value of the performance shares, as such a model is a commonly used and accepted model format for determining the fair value of such share based awards. The TSR element is fair valued using a multi-asset Monte Carlo simulation, while the fair value related to the likely achievement of the operational performance elements is determined based on a probability model. The combined Monte Carlo simulation and probability model applied to, respectively, the TSR element and the operational targets element, derives a pay-out probability factor range. The Monte Carlo simulation and probability factor model include the following underlying assumptions:

Assumptions	2021 GRANT	2020 GRANT	2019 GRANT
Share Price (CAD\$)	28.23	22.76	18.56
Expected Volatility	44%	48.10%	44.70%
Average peer group volatility	53.40%	59.80%	53.90%

• − PSUs are deemed for purposes of this Circular to have a grant value equal to a volume-weighted average share price for the five trading days immediately preceding the grant date. Calculated values for 2021 are converted to US\$ using the exchange rate in effect on December 31, 2021, being C\$1.00 = US\$0.888. The fair value of PSUs can be derived by applying the above referenced pay-out probability factors (56.6% (UK Executive Plan) and 69.8% (Non-UK Executive Plan) for 2019 Grant, 46.7% (UK Executive Plan) and 67.6% (Non-UK Executive Plan) for 2020 Grant and 33.8% (UK Executive Plan) and 49.7% (Non-UK Executive Plan) for 2021 Grant) to the grant value of each PSU award.
• (2) Other compensation includes housing and car allowances, medical benefits, statutory pension contributions and taxes paid (excluding the CEO) on behalf of the relevant employee/member. To ensure retention of the CEO and bearing in mind the strategic importance to listing on the London Stock Exchange, the Remuneration Committee agreed to compensate the CEO for his costs related to the restructuring to prevent him from being financially disadvantaged. The amount of \$10 million was awarded on a one-off basis and represents the CEO's additional and unanticipated costs between 2021 and 2023. The total amount will be paid in tranches. Pay-out of the award each year is contingent upon the CEO's continued employment (subject to good leaver provisions) at that time. This restructuring award is a one-off event which will not recur

in future. The Award will vest annually over three years around the date of the London listing, 50% in year 1, 30% in year 2 and 20% in year three, aligning to the CEO's costs of the transition to the London listing.

• (3) Includes the value of 380,000, 380,000, and 640,000 Performance Shares for 2019, 2020 and 2021 (issued on the basis of a grant amount of \$3.8 million, \$3.8 million and \$6,4 million respectively), which is equivalent in value to 270,997, 208,967 and 288,685 PSUs using the methodology for valuing PSUs described in note (1) above. See under the heading "1.9 – Long Term Incentive Program" in Part VI of this Circular for further information.
• (4) Ms. Pearson was appointed Executive Vice President and Chief Financial Officer effective January 4, 2021.
• (5) Includes the value of 180,000, 180,000 and 213,000 Performance Shares for 2019, 2020 and 2021 (issued on the basis of a grant amount of \$1.8 million, \$1.8 million and \$2.1 million respectively), which is equivalent in value to 128,367, 101,782 and 99,034 PSUs using the methodology for valuing PSUs described in note (1) above. See under the heading "1.9 – Long Term Incentive Program" in Part VI of this Circular for further information.
• (6) Includes the value of 180,042 for 2021 Performance Shares (issued on the basis of a grant amount of \$1.80 million), which is equivalent in value to 83,343, PSUs using the methodology for valuing PSUs described in note (1) above. See under the heading "1.9 – Long Term Incentive Program" in Part VI of this Circular for further information.

1.17 Incentive Plan Awards

The tables below set forth details of all incentive plan awards (consisting of PSUs) outstanding for each NEO of the Company for the financial year ended December 31, 2021. The Company's legacy incentive stock option plan has lapsed and there are no options outstanding other than those inherited from the acquisition of Teranga.

Outstanding Share-Based Awards (PSUs)

Name	Number of PSUs (#) that have not vested(2)	Payout value of PSUs that have not vested (US\$)(1)	Payout value of vested PSUs not paid out or distributed (US\$)(1)
Sébastien de Montessus	511,721	14,802,996	8,380,906
Joanna Pearson	83,343	2,336,598	Nil
Mark Morcombe	228,885	6,385,815	2,205,470
Patrick Bouisset	200,816	5,633,927	3,969,906
Morgan Carroll	177,251	4,932,944	2,646,594

(1) Pay-out value of PSUs is calculated using the closing market price of the shares of CDN\$27.73 (US\$21.87) on the TSX on December 31, 2021, along with factoring the maximum performance multiplier of 1.25 for Grant 2020 and 1.375 for Grant 2021, which assumes that all performance criteria under the PSU grants have been achieved. The result is converted to US dollars using the exchange rate in effect on December 31, 2021, being \$0.7888

(2) Includes 1,020,000, 180,042 and 393,783 Performance shares, economically equivalent to 511,721, 83,343 and 200,816 PSUs, awarded to Sébastien de Montessus, Joanna Pearson and Patrick Bouisset under the U.K. Executive PSU Plan.

Value Vested or Earned for Incentive Plan Awards during the Year

In 2021, the Company had two kinds of incentive plan awards that executives and certain employees were eligible to receive: PSUs issued under the Employee PSU Plan and the Executive PSU Plans; and annual bonuses payable in cash.

The following table sets forth details of the value vested or earned under IFRS for all incentive plan awards during the most recently completed financial year by the continuing NEOs:

Name	Share-based awards – Value vested during the year ended December 31, 2021 (US\$)	Non-equity incentive plan compensation – Value earned during the year ended December 31, 2021 (US\$)
Sébastien de Montessus	3,001,877	4,000,000
Joanna Pearson	346,261	337,500
Mark Morcombe	1,567,496	500,000
Patrick Bouisset	1,385,294	450,000
Morgan Carroll	1,315,430	450,000

1.18 Pension Plan Benefits

As a result of the relocation of corporate functions to London in 2016, the Company's UK management services subsidiary has become subject to UK legislation requiring pension enrolment. The legislation requires all employers to automatically enrol eligible workers aged between 22 and the state pension age (currently age 65) and earning more than £10,000 per annum into a qualifying pension scheme that meets minimum statutory quality requirements. The legislation (which came into full force on April 6, 2019) requires a minimum total contribution of 9% of statutory 'qualifying earnings' to be made into a qualifying pension scheme in respect of each eligible worker. Of the 9% minimum contribution, at least 3% must be paid by the UK employer. During the year the Company made at least minimum 6% contribution under this statutory regime for applicable NEOs.

1.19 Termination and Change of Control Benefits

Set out below is the incremental compensation (that is, payment in addition to any accrued but unpaid salary, reimbursable expenses, pro-rated vacation and LTIP entitlement) payable pursuant to the terms of the relevant employment contracts, including benefits to each continuing NEO (excluding Mr. de Montessus) in the event of termination in various scenarios (without cause, change of control, resignation, retirement, death, disability and for cause) if such employment was terminated as of December 31, 2021.

Termination without cause	If such an agreement is terminated by the Company for any reason other than for cause, in addition to receiving ordinary course payments (as described above) and a pro-rated bonus for the year in which termination took place (payable in accordance with the Company's bonus policy), each NEO (other than Mr. de Montessus) is entitled to receive a payment equal to (a) 12 months of salary as of the date of termination and (b) 12 months of bonus, calculated on the basis of average bonus paid in the preceding two years.
Termination following change of control	If such an agreement is terminated, within six months following a Change of Control (as defined below), by the Company for any reason other than for cause or by the relevant NEO, in addition to receiving ordinary course payments (as described above) and a pro-rated bonus for the year in which termination took place (payable in accordance with the Company's bonus policy), (each NEO is entitled to receive a payment equal to (a) 24 months of salary as of the date of termination and (b) 24 months of bonus, calculated on the basis of average bonus paid in the preceding two years.
	For termination purposes, a 'Change of Control' can be summarised as: • the acquisition, directly or indirectly, of securities of the Company such that after the completion of such acquisition, the acquiror is entitled to exercise 50% or more of the votes entitled to be cast at a meeting of the shareholders of the Company; • in connection with a contested election of directors or any initiative by a shareholder at a meeting of the Company's shareholders, the nominees named in the most recent management information circular of the Company for election to the Board shall not constitute a majority of the Board; or • the sale, transfer or other disposition of more than 50% of the assets of the Company.
Retirement/ Resignation	If a NEO retires or resigns having given contractual notice to the Company, the relevant NEO, in addition to receiving ordinary course payments (as described above), is entitled to a pro-rated bonus for the year in which the retirement/ resignation occurs, payable in accordance with the Company's bonus policy and is entitled to payment of accrued but unpaid salary and pro-rated vacation to date of retirement/resignation.
Death	The agreement terminates automatically upon the death of a NEO and the relevant NEO's estate in addition to receiving ordinary course payments (as described above), is entitled to a pro-rated bonus for the year in which the death occurs, payable in accordance with the Company's bonus policy, as well as payment of any applicable living allowance for a period of up to six months.
	Illness/ Disability If a NEO is unable to perform his duties due to illness/disability for a period of six consecutive months (or an aggregate six months in any 12-month consecutive period) the Company may terminate the NEO's employment and the relevant NEO is entitled to a pro-rated bonus for the year in which the termination occurs, payable in accordance with the Company's bonus policy.
Termination for cause	If such an agreement is terminated by the Company for cause, the relevant NEO has the right to receive ordinary course payments (as described above) but is not entitled to any incremental compensation.

Set out below is the incremental compensation (that is, payment in addition to any accrued but unpaid salary, reimbursable expenses and pro-rated vacation) payable pursuant to the terms of Mr. de Montessus' employment contract, including benefits to Mr. de Montessus in the event of termination in various scenarios (without cause, change of control, resignation, retirement, death, disability and for cause) if such employment was terminated as of December 31, 2021.

Termination without cause	If such agreement is terminated by the Company for any reason other than for cause, Mr. de Montessus, in addition to receiving ordinary course payments (as described above) is entitled to receive a payment equal to (a) a pro-rated bonus at target level, regardless of any performance conditions, for the year in which termination occurs; (b) if termination occurs after the end of a year but before the bonus for that year has been paid, a bonus at target level for that year, regardless of any performance conditions; (c) an amount equal to 24 months' salary and twice the average amount of his STIP bonuses paid during the two financial years ending before termination (or, if either of those years ends before 31 December 2022, the amount of his 2021 STIP plus 1.5 x his annual base salary less any payments in lieu of notice); and (d) three months' private medical, long term disability and life insurance. Payment of the amounts described in (a) and (d), above, are conditional upon Mr. de Montessus executing a full and final release of all claims (in a form acceptable to the Company) and complying with his contractual obligations regarding the return of Company property.
Termination following change of control	If within six months following a Change of Control (as defined below), Mr. de Montessus is constructively dismissed or he terminates his employment or his employment is terminated by the Company for any reason other than for cause, Mr. de Montessus, in addition to receiving ordinary course payments (as described above) is entitled to receive a payment equal to (a) a pro-rated bonus at target level, regardless of any performance conditions, for the year in which termination occurs; (b) if termination occurs after the end of a year but before the bonus for that year has been paid, a bonus at target level for that year, regardless of any performance conditions; and (c) an amount equal to 24 months' salary and twice the average amount of his STIP bonuses paid during the two financial years ending before termination (or, if either of those years ends before 31 December 2022, the amount of his 2021 STIP plus 1.5 x his annual base salary (less any payments in lieu of notice).
	For termination purposes, a 'Change of Control' can be summarised as: • a person (or a group of persons acting in concert) obtaining control (within the meaning of Section 995 of the Income Tax Act 2007) of the Company as a result of
	making a general offer to acquire Shares or in any other way; or • when, under Section 895 of the Companies Act 2006, a court sanctions a compromise or arrangement in connection with the acquisition of Shares.
Retirement/ Resignation	If the Company is unable to satisfy Mr. de Montessus' entitlement to awards under the Company's Executive Performance Share Plan in respect of the December 31, 2022 and 2023 fiscal years solely because the Company's remuneration policy is not approved by the Company's shareholders and Mr. de Montessus resigns within 4 months, Mr. de Montessus, in addition to receiving ordinary course payments (as described above), is entitled to receive a payment equal to (a) a pro-rated bonus at target level, regardless of any performance conditions, occurs; (b) if termination occurs after the end of a year but before the bonus for that year has been paid, a bonus at target level for that year, regardless of any performance conditions; (c) an amount equal to 24 months' salary and twice the average amount of his STIP bonuses paid during the two financial years ending before termination (or, if either of those years ends before 31 December 2022, the amount of his 2021 STIP plus 1.5 his annual base salary (less any payments in lieu of notice); and (d) three months' continuation of private medical, long term disability and life insurance. Payment of the amounts described in (a) to (d), above, are conditional upon Mr. de Montessus executing a full and final release of all claims (in a form acceptable to the Company) and complying with his contractual obligations regarding the return of Company property.
Death	On termination of the agreement upon death, Mr. de Montessus' estate, in addition to receiving ordinary course payments (as described above), is entitled to a pro-rated payment of the STIP to the relevant termination date.
	Illness/ Disability If Mr. de Montessus is unable to perform his duties due to illness/disability for a period of 180 days (whether or not consecutive) in any period of 365 days, the Company may terminate his employment and in addition to receiving ordinary course payments (as described above), he is entitled to a pro-rated payment of the STIP to the relevant termination date.
Termination for cause	The Company may terminate such agreement immediately by written notice for cause in which case, Mr. de Montessus is only entitled to accrued entitlements. For these purposes, 'cause' includes not performing duties to a reasonable standard, breach of Mr. de Montessus' contractual obligations or company policies, misconduct, dishonesty etc. 'Cause' does not include any act or omission before 28 June 2016 (when Mr. de Montessus became Chief Executive Officer) or related to any previous employment.

Assuming the continuing NEOs were terminated as of December 31, 2021, the NEOs would have been entitled to the following incremental compensation from the Company:

Name and Principal Position		Termination without cause USD\$	Termination following CoC USD\$	Retirement/ Resignation USD\$	Death USD\$	Illness / Disability USD\$	Termin ation for cause USD\$
Sébastien de Montessus,	Salary	3,200,000	3,200,000	-	-	-	Nil
	Bonus	5,128,125	5,128,125	4,000,000	4,000,000	4,000,000	Nil
Chief Executive Officer and	Benefits	811	811	811	811	811	Nil
Director	Total	8,328,936	8,328,936	4,000,811	4,000,811	4,000,811	Nil
Joanna Pearson,	Salary	450,000	900,000	-	-	-	Nil
EVP and Chief Financial	Bonus	337,500	675,000	337,500	337,500	337,500	Nil
Officer	Benefits	811	811	811	81,737	811	Nil
	Total	788,311	1,575,811	338,311	419,237	338,311	Nil
Mark Morcombe,	Salary	500,000	1,000,000	-	-	-	Nil
EVP and Chief	Bonus	428,125	856,250	500,000	500,000	500,000	Nil
Operations Officer	Benefits	811	811	811	-	-	Nil
	Total	928,936	1,857,061	500,811	500,000	500,000	Nil
Patrick Bouisset,	Salary	450,000	900,000	-	-	-	Nil
EVP Exploration and Growth	Bonus	385,313	770,626	450,000	450,000	450,000	Nil
	Benefits	811	811	811	811	811	Nil
	Total	836,124	1,671,436	450,811	480,811	450,811	Nil
Morgan Carroll	Salary	450,000	900,000	-	-	-	Nil
EVP, Corporate Finance	Bonus	367,500	735,000	450,000	450,000	450,000	Nil
and General Counsel	Benefits	811	811	811	38,311	811	Nil
	Total	693,311	1,635,811	450,811	488,311	450,811	Nil

Part VII Other Canadian Disclosure

1.1 Principal Holders

To the knowledge of the directors and senior officers of Endeavour, no person beneficially owns, directly or indirectly, or exercises control or direction over Shares carrying 10% or more of the voting rights attached to all the issued and outstanding Shares as at the date of this Circular, other than La Mancha and BlackRock Investment Management. As of the Record Date, La Mancha Global Holdings Ltd., a privately-held gold investment company whose ultimate beneficial owner is Mrs. Yousriya Nassif Loza, directly or indirectly, exercises control or direction over 48,758,484 Shares, representing approximately 19.4% of the voting rights attached to all of the issued and outstanding Shares. As of the Record Date, BlackRock Investment Management directly or indirectly, exercises control or direction over 26,508,124 Shares, representing approximately 10.6% of the voting rights attached to all of the issued and outstanding Shares.

1.2 Securities Authorized for Issuance Under Equity Compensation Plans

In 2021, Endeavour and the Shareholders of Endeavour adopted three new PSU Plans (the "New EDV Plans") which were necessary to give effect to certain changes to reflect Endeavour as a UK incorporated entity and also to take into account, where appropriate, UK investor expectations. The terms of the New EDV Plans are broadly similar to the Old PSU Plans but provide for the settlement of awards in ordinary shares in the capital of Endeavour Mining plc. No new share awards have been made under the Old PSU Plans since the effective date of the LSE Listing. All PSUs granted under the Old PSU Plans continue in effect but participants became entitled to receive EDV Shares (or a cash equivalent) instead. There are three types of PSU Plans:

• Executive Performance Share Plan adopted by the Board on October 7, 2016 and amended on May 18, 2017, May 1, 2019, October 22, 2020 and April 23, 2021 to effect the Executive LTIP and pursuant to which United Kingdom resident executives and certain members of management have been granted and are eligible to receive performance shares as described below;
• Non-UK Executive PSU Plan adopted by the Board on October 7, 2016 and amended on May 18, 2017, October 22, 2020 and April 23, 2021 to effect the Executive LTIP and pursuant to which non-United Kingdom resident executives have been granted and are eligible to receive PSU awards; and
• Employee PSU Plan adopted by the Board on February 24, 2017, and amended on May 18, 2017, October 22, 2020 and April 23, 2021, pursuant to which non-executive management and other employees have been granted and are eligible to receive PSU awards.

A copy of each of the EDV Plans is available for inspection during normal business hours at the Company's executive office in London as well as under the Company's profile on SEDAR at www.sedar.com.

The following table indicates the number of Shares notionally issuable using a vesting date of December 31, 2021.

Name	Maximum number of securities to be issued upon exercise of outstanding PSUs(1) Equity compensation plans approved by securityholders	Percentage of issued and outstanding Shares	Weighted-average exercise price of outstanding PSUs	Number of Shares remaining available for future issuance under equity compensation plans
Old UK Executive PSU Plan	2,398,507	0.97%	N/A	20,229,0572)
Old Non-UK Executive PSU Plan	980,543	0.40%	N/A
Old Employee PSU Plan	1,193,347	0.48%	N/A
New UK Executive PSU Plan	Nil	0%	N/A
New Non-UK Executive PSU Plan	Nil	0%	N/A
New employee PSU Plan	Nil	0%	N/A
Equity compensation plans not approved by securityholders
None	N/A	N/A	N/A	N/A
Total	4,572,397(2)	1.84%

(1) Maximum number of Shares issuable under the PSU Plans is calculated using the number of units issued factoring by the maximum performance multiplier of 1.375 for Grant 2019, 1.25 for Grant 2020 and 1.375 for Grant 2021 under the PSU Plans, respectively, which assumes that all performance criteria under each of the grants have been achieved.

(2) As of December 31, 2021, the issued and outstanding total was 248,038,422 Shares. As of the Record Date, the issued and outstanding total is 248,551,052 Shares. The Company may make awards pursuant to which up to an aggregate maximum of 5% of the issued and outstanding Shares may be issuable. Based on this 5% ceiling, the Company has aggregate awards outstanding under the PSU Plans and Shares issuable under replacement Teranga options which contingently may result in 4,486,149 Shares being issued, representing 1.8% of the total issued and outstanding Shares as of the Record Date. This leaves an additional 7,941,404 Shares which could be issued under the PSU Plans, representing 3.2% of the total issued and outstanding Shares as of the Record Date.

Upon closing of the acquisition of Teranga Gold Corporation on February 10, 2021, pursuant to the terms of the arrangement agreement between Teranga and Endeavour:

• all outstanding stock options under the Teranga Stock Option Plan were vested and exchanged for replacement options exercisable to acquire Shares, subject to adjustment based on the agreed upon exchange ratio. Former Teranga holders have until the earlier of the date of expiry of their options and February 10, 2023 to exercise any replacement options. No further securities are issuable pursuant to the Teranga Stock Option Plan. As of the record date, a maximum of 1,573,110 Shares, representing 0.71% of the total issued and outstanding Shares as of the Record Date, remain issuable pursuant to the exercise of the replacement options at a weighted average exercise price of C\$14.76

• all outstanding warrants issued by Teranga to Taurus Mining Finance Fund AIV L.P. and Taurus Mining Finance Annex Fund AIV L.P. (together, 'Taurus') were exchanged, subject to adjustment based on the agreed upon exchange ratio, for rights to obtain Shares (the "Replacement Warrants"). As of the Record Date, Taurus had exercised 100% of the Replacement Warrants representing 1,739,000 Shares, which were issued to Taurus upon exercise during Q1 2022. There is therefore no further obligation in respect of the Replacement Warrants.

1.3 PSU Plans

The Company is subject to legacy PSU Plans (the "Old EDV Plans"), under which equity securities of Endeavour Mining Corporation (the predecessor to and a subsidiary company of the Company) were authorized for issuance. There are three types of Old EDV Plans:

• Executive Performance Share Plan adopted by the Board on October 7, 2016 and amended on May 18, 2017, May 1, 2019, October 22, 2020 and April 23, 2021 to effect the Executive LTIP and pursuant to which United Kingdom resident executives and certain members of management have been granted and are eligible to receive performance shares as described below;
• Non-UK Executive PSU Plan adopted by the Board on October 7, 2016 and amended on May 18, 2017, October 22, 2020 and April 23, 2021 to effect the Executive LTIP and pursuant to which non-United Kingdom resident executives have been granted and are eligible to receive PSU awards; and
• Employee PSU Plan adopted by the Board on February 24, 2017, and amended on May 18, 2017, October 22, 2020 and April 23, 2021, pursuant to which non-executive management and other employees have been granted and are eligible to receive PSU awards.

However, in 2021, Endeavour and the Shareholders of Endeavour adopted the New EDV Plans which were necessary to give effect to certain changes to reflect Endeavour as a UK entity and also to take into account, where appropriate, UK investor expectations. The terms of the New EDV Plans are broadly similar to the Old EDV Plans but provide for the settlement of awards in ordinary shares in the capital of Endeavour Mining plc. No new share awards have been made under the Old EDV Plans since the effective date of the LSE Listing. All PSUs granted under the Old EDV Plans continue in effect but participants became entitled to receive EDV Shares (or a cash equivalent) instead.

The key features of the PSU Plans, as amended, are summarized below. This summary is qualified by the complete terms of each of the PSU Plans. A copy of each of the PSU Plans is available for inspection during normal business hours at the Company's executive office in London as well as under the Company's profile on SEDAR at www.sedar.com.

Design Features	Old EDV Plans (as amended): Summary of Design Feature		New EDV Plans: Differences from Summary of Old EDV Plans
Eligible participants	UK Executive Performance Share Plan: Any senior employee, executive director or consultant of the Company or its affiliates and who the Company determines may participate. Non-UK Executive PSU Plan: Any senior employee, executive director or consultant of the Company or its affiliates
	and who the Company determines may participate. Employee PSU Plan: Any employee, executive director, or consultant of the Company or its affiliates and who the Company determines may participate.
Units	UK Executive Performance Share Plan: Performance Shares are a special class of non-voting shares issued in an Endeavour subsidiary company (Endeavour Gold Corporation). The rights of the Performance Shares mean that the potential payout is identical to what would be available through equivalent PSUs issued under the other PSU Plans. Employee PSU Plan and Non-UK Executive PSU Plan: PSUs are notional shares that have the same value at any given time, if they vest, subject to the multiplier, as Shares in the Company, but do not entitle the participant to any voting or other shareholder rights and are non-dilutive to shareholders, unless satisfied with newly issued shares.
Term			Determined by the Remuneration Committee of the Company at the time of grant.
Vesting type	determined at the time of grant.		PSUs vest, based on performance, on a vesting date determined at the time of grant. Performance Shares become redeemable, based on performance, on a vesting date
Performance	In determining the performance criteria for		No awards have been made or
criteria	PSUs, the Company considered TSR to be a key performance metric as it most		performance criteria set under the New EDV Plans.
	directly aligns the interests Management and other employees with shareholders' experience. TSR offers a simple and measurable approach. connection with the Company's revised approach to compensation performance criteria measured for awards under the Executive Old EDV Plans and the Employee PSU Plan are TSR and key, long term operational performance indicators such as achievement production and all-in sustaining targets.	of In practices, of cost	It is anticipated that when awards are made and performance criteria are determined, the Company will consider TSR to be a key performance metric as it most directly aligns the interests of Management and other employees with shareholders' experience. In addition, key, long term operational performance indicators (measuring achievement of production and all-in sustaining cost targets), exploration/development goals, ESG targets and health and safety performance will also be considered,
	Executive PSU Plans: The number of PSUs that vest and the		among other factors.
	price at which the Performance Shares are redeemed are determined performance multiplier of 0% to 137.5% calculated based on (a) the Company's TSR relative to the constituents of the S&P TSX Global Gold Index during the period between grant and (weighted 50%), and (b) achievement of key operational performance objectives (weighted 50% in aggregate). respect to TSR, the PSU performance leverage ranges from 0% to 150% of the PSUs that were originally granted, with interpolation between 0% and 150% if	by a vesting With

	between the first and third quartiles and remaining at 150% for the fourth quartile. The operational performance objectives are set annually by the Remuneration Committee in its discretion prior to grant of that year's awards. Employee PSU Plan: The number of PSUs that determined by a performance multiplier of 0% to 137.5% calculated based on (a) the Company's TSR relative to constituents of the S&P TSX Global Gold Index during the period between grant and vesting (weighted 50%), and achievement of key performance objectives (weighted 50% in aggregate). With respect to TSR, the PSU performance leverage ranges from 0% to 150% of the PSUs that were originally granted, with interpolation between 0% and 150% if between the first and third quartiles and remaining at 150% for the fourth quartile. The performance objectives are set annually by the Company in its discretion prior to grant of that year's awards.	vest is the (b) operational operational
Dividend equivalents	rate as dividends paid on the Shares, if any.	Additional PSUs are credited to the PSU holders during the vesting period at the same
Settlement	Vested PSUs (including redeemed Performance Shares) may be paid out in either cash or Shares. If settled in Shares, the participant will receive a number of Shares equal to: number of Performance Share Units x Performance Multiplier (or Performance Shares under the UK Executive Performance Share Plan). If settled in cash, the participant will receive an amount of cash equal to: number of Performance Share Units x the Fair Market Value of a Share on the day of settlement x Performance Multiplier. Fair Market Value means the volume weighted average trading price of a Share on the TSX/LSE, as applicable, for the preceding 10 trading days (or, in the case of measurement during a black-out period, the volume weighted average trading price of a Share on the TSX/LSE, as applicable, for the 5 trading days following the black-out period.
Maximum percentage of securities issuable	The aggregate number of Shares issuable under the Old EDV Plans and under all other equity-based compensation arrangements of the Company shall not exceed 5% of the total number of Shares issued and outstanding from time to time.	In addition, in any ten-year period, the number of Shares which may be issued or issuable under all discretionary share plans (including, New EDV Plans) adopted by the Company may not exceed 5% of the issued ordinary share capital of the Company from time to time. In any ten-year period, the number of Shares which may be issued or issuable under all discretionary share plans (including, New EDV Plans) and any other share plans operated by the Company may not exceed 10% of the issued ordinary share capital of the Company from time to time. For these purposes, shares issued or issuable in respect of awards under the New EDV Plans are not counted.
Participation limits	Each of the Old EDV Plans includes 'insider participation limits' which restrict the maximum number of Shares which may be	In addition, awards granted to executive directors of the Company must not exceed any limits on such grants in the directors' approved

	issued to reporting insiders within any one year period, or may be issuable to reporting insiders at any time, to 5% of the Shares issued and outstanding at the time of issuance (on a non-diluted basis), including Shares issued under any other equity based compensation arrangement. The maximum number of Shares reserved for issuance to any reporting insider under a PSU Plan within a one year period shall be 3% of the Shares issued and outstanding at the time of issuance (on a non-diluted basis), excluding Shares issued to such reporting insider over the preceding one year period.	remuneration policy.
Clawback	Each of the Old EDV Plans contains a clawback provision whereby PSUs and the proceeds of settlement thereof will be recaptured by the Company if any such proceeds were based on: (i) the achievement of financial results that were subsequently materially revised; and (ii) the recipient of such PSU or proceeds of settlement thereof engaged in grossly negligent or intentional misconduct that caused or substantially caused the need for the material revision.	The Remuneration Committee can decide that awards or the extent of vesting can be reduced and/ or Shares or cash received can be recovered in certain circumstances e.g. material misstatement of accounts, errors in calculation, a participant's misconduct, corporate failure and serious reputational damage.
Transferability	trustee, custodian or administrator acting on behalf of the participant. whole for the benefit of the participant or the above persons).	PSUs are non-transferrable or assignable save, at the discretion of the Company, to a Performance Shares may not be transferred save, with prior consent of the Company to a 'Permitted Transferee' (any member of affiliate of the Endeavour group, or to a participant's spouse, widow, children or grandchildren, or a trust or settlement set up
Change of control trigger	In the event of a change in control, PSUs that have been granted will vest fully upon the change in control, except as otherwise provided in a grant certificate.	New UK Executive Performance Share Plan and New Non-UK Executive PSU Plan: Same terms as Old EDV Plans. Employee PSU Plan: PSUs will not vest unless the board of the Company decides otherwise. PSUs can be replaced with equivalent awards over shares in the company which acquires control. All Plans: On an internal restructuring, awards under all the New EDV Plans can be replaced with equivalent awards over shares in any new holding company.
Triggers on termination of service or employment	If a participant under: Executive Old EDV Plans: • Ceases to be an eligible person and is not a good leaver (as defined below), or ceases to be an eligible person for any reason prior to the second anniversary of the commencement of his or her	Where unvested awards do not lapse on leaving (as described in relation to the Old EDV Plans), they will normally continue in effect and vest at the normal time, subject, unless the Remuneration Committee decides otherwise, to a pro-rata reduction as described in relation to the Old EDV Plans. However, the Remuneration Committee can allow any unvested awards to vest and become

service with the Company or a	capable of being settled, on the participant's
subsidiary of the Company, any	termination date. The Remuneration Committee
unvested PSUs will be deemed	will determine the level of vesting having regard
forfeited and will cease to have	to the extent to which any performance conditions
any value whatsoever; and	are then met or are likely to be met and that level
• Ceases to be an eligible person	will be further reduced on a pro-rata basis as
on or after the second	described above.
anniversary of the	If a participant in the executive plans has been in
commencement of a	service for 5 years or more on the date of the LSE
participant's service with the	Listing, awards may be accelerated and settled
Company or a subsidiary of the	on the termination date, the performance
Company as a result of	multiplier (if applicable) will be at least 1.0 and
retirement, death, ill-health,	any performance conditions will be treated as met
disability, redundancy,	at no less than target level. Pro-rating will apply
termination without cause or	as described above.
resignation for good reason (i.e.
is a good leaver) or as a result
of the disposal of the
participant's employing
company in circumstances the
Remuneration Committee
determines justifies treating the
participant as a good leaver,
then any unvested PSUs shall
vest and become capable of
being settled, on the
participant's termination date
(except that, if the participant
ceases to be an eligible person
after June 30 of a given
calendar year, then the vesting
of any PSUs ordinarily due to
vest in that calendar year will be
subject to the satisfaction of the
applicable performance
conditions), pro rata to the
proportion of time between the
date of grant to the vesting
date, unless, having regard to
the participant's contribution to
the overall development of the
Company, the circumstances of
the participant's termination, the
amount of time elapsed since
the date of grant or any other
individually or directly relevant
factors which the Remuneration
Committee deems reasonable
to consider in the
circumstances, the Committee
determines that a greater than
pro rata proportion is
appropriate, then such greater
proportion shall apply.
Employee PSU Plan:
• Ceases to be an eligible person
as a result of his/her termination
for cause, resignation without a
good reason (as defined in the
relevant PSU Plan) or for taking
an unapproved leave of
absence, all unvested PSUs of
such participant will be deemed
forfeited and will cease to have
any value whatsoever;
• Ceases to be an eligible person

	as a result of his/her termination without cause, provided he/she has completed at least one full calendar year of service following the year of grant, the PSUs under such grant will vest pro rata according to the number of months elapsed between the date of the grant and the date of the termination (subject to the annual personal objectives having been met over the vesting period to that date of termination); • Retires, all unvested PSUs will to vest pro-rata based on the number of months of active service completed up to the time of retirement;
	• Is absent from work due to an approved leave of absence, all unvested PSUs will continue to vest pro-rata based on the number of months of active service completed up to the time of the leave of absence; and • Ceases to be an eligible person as a result of his or her death or disability, all unvested PSUs will vest on such event.
Plan amendments	The Remuneration Committee may amend, suspend or terminate the plan without shareholder approval in accordance with applicable law, and subject to any required regulatory approval, and provided same shall not alter or impair any PSUs or any rights thereunder without the participant's consent. Shareholder approval is required for the following amendments: (i) increasing the maximum number of Shares that can be issued under the Old EDV Plans as a percentage of the total number of Shares issued and outstanding from time to time on a non-diluted basis; (ii) removing or exceeding the insider participation limits; (iii) any change which would permit members of the Board who are not employees or consultants of the Company or any subsidiary of the Company to participate in the Old EDV Plans; and (iv) amending the amendment provisions. Shareholder approval is not required for changes that only impact cash-settled PSUs.	The Remuneration Committee can amend the New EDV Plans in any way but shareholder approval will be required to amend certain provisions to the advantage of participants in addition to such other matters that may require shareholder approval under the rules and policies of the TSX or the LSE. These provisions relate to: eligibility; individual and plan limits; rights attaching to options and shares; adjustments on variation in the Company's share capital; and the amendment power. Shareholder approval is not required for some changes – for example to take account of changes in legislation, to enable operation of the New Plans in other countries, changes to performance conditions in accordance with the rules of the new plans and minor administrative changes.

1.4 Annual Burn Rate

The following table sets out the annual burn rate of the PSU Plans for the last three financial years. The annual burn rate is the number of securities granted under each plan during the applicable financial year divided by the weighted average number of securities outstanding for the applicable financial year.

	2021	2020	2019
Old UK Executive PSU Plan	0.35%	0.85%	0.00%
Old Non-UK Executive PSU Plan	0.13%	0.29%	0.88%
Old Employee PSU Plan	0.25%	0.34%	0.42%
New UK Executive PSU Plan	N/A	N/A	N/A
New Non-UK Executive PSU Plan	N/A	N/A	N/A
New Employee PSU Plan	N/A	N/A	N/A

Annual burn rate represented in the table above is based on the total number of PSUs granted under each of the PSU Plans for the applicable financial year and assumes a 100% performance multiplier.

1.5 Normal Course Issuer Bid

On March 18, 2021, the Company announced TSX approval to implement an NCIB to repurchase its Shares, which allowed the Company purchase up to 12,172,871 Shares. This represented up to 5% of the total issued and outstanding Shares as of March 16, 2021.

On March 17, 2022, the Company announced TSX approval to renew the NCIB. The current NCIB allows the Company to purchase up to 12,458,989 Shares, representing up to 5% of the total issued and outstanding Shares as of March 14, 2022. The Company may purchase a daily maximum of up to 195,081 Shares, being 25% of the average daily trading volume for the six months ended February 28, 2022, calculated in accordance with the rules of the TSX for purposes of the NCIB, excluding purchases made in accordance with the block purchase exemptions under applicable TSX policies. All Shares repurchased under the current NCIB will be cancelled.

The current NCIB commenced on March 22, 2022 and will terminate on March 21, 2023, or such earlier date as Endeavour may complete its purchases pursuant to the notice of intention (the "NCIB Notice") filed with the TSX. Share repurchases will be made through the facilities of the TSX and the LSE in accordance with their respective rules and/or alternative trading systems in Canada in accordance with applicable regulatory requirements. The price paid for repurchased Shares will be the market price of such Shares at the time of acquisition or such other price as may be permitted by the TSX.

Under its 2021-2022 NCIB, the Company purchased and cancelled a total of 7,136,656 Shares at a weighted average price paid per Share of CAD \$29.32.

The Company believes that, from time to time, the market price of its Shares does not always reflect its underlying value and future prospects, and during such periods the repurchase of Shares represents an excellent opportunity to enhance shareholder value.

Shareholders may obtain a copy of the NCIB Notice (without charge) by contacting the Company at investor@endeavourmining.com.

1.6 Indebtedness of Directors, Executive Officers and Senior Officers

As of the date of the Circular no director, executive officer or senior officer of the Company or any proposed nominee for election as a director of the Company, or any associate of any such director, officer or proposed nominee is indebted to the Company or any of its subsidiaries.

1.7 Interest of Informed Persons in Material Transactions

Since the commencement of the Company's most recently completed financial year, no informed person of the Company, no proposed director of the Company, nor any associate or affiliate of any informed person or proposed director, has been party to any transaction or any proposed transaction which has materially affected or would materially affect the Company or any of its subsidiaries other than the placement of shares to La Mancha under a short form base shelf prospectus due to La Mancha exercising the anti-dilution rights under its Investor Rights Agreement, in connection with the acquisition of Teranga Gold Corp. (\$200 million investment closed on March 30, 2021).