Endeavour Mining PLC — AGM Information 2024

Apr 29, 2024

Notice of Annual General Meeting and Management Information Circular

Endeavour Mining plc

30 May 2024 at 3.00 p.m. (London time)/10.00 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) register:	Shareholders named on the Canadian 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), in each case, as soon as possible but, in any event, so as to arrive no later than 3 p.m. (London time)/10 a.m. (Toronto time) on 28 May 2024. 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.

Table of Contents

Contents	Page
Letter from the Chair	01
Part I Notice of Annual General Meeting	03
Part II Explanatory Notes to the Resolutions	06
Part III Instructions on How to Vote	10
1 Voting Information	10
2 Voting by Registered Shareholders	10
3 Voting by Proxy	10
4 CDS Shareholders	12
5 Instructions for following the Annual General Meeting online	13
Part IV Notes to Notice of Meeting	14
Part V Board of Directors and Governance	16

Letter from the Chair

ENDEAVOUR MINING PLC

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

Registered Office: 5 Young Street London W8 5EH United Kingdom

29 April 2024

Dear Shareholders,

NOTICE OF ANNUAL GENERAL MEETING 2024

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 30 May 2024 at 3 p.m. (London time) /10 a.m. (Toronto time).

OVERVIEW OF 2023

2023 was my first complete year as Chair of the Company and as you will see from the Annual Report, we are proud of the achievements we have made over the course of the year, not only strategically but also in terms of governance and environmental and social matters, despite the effect of some headwinds at the start of this year.

The details of the investigation into the events that led to the termination of our former CEO's contract on 4th January 2024 are set out in the Audit Committee report on pages 138 to 142 of the 2023 Annual Report. As a board that takes both governance and ethics very seriously, we acted swiftly and decisively, whilst ensuring that we had in place immediate, stable and experienced leadership, to provide stability to our people and the business.

The immediate appointment of Ian Cockerill, a highly experienced mining leader and operator, as permanent CEO serves to demonstrate the effectiveness of our succession planning. Under Ian's leadership, we will improve on the operational momentum that has seen us perform so well in recent years. Immediate focus areas include operational delivery and excellence, project delivery and further value creation through exploration. I am confident that under Ian's leadership further improvements will be made. The Board will continue to shape and monitor the evolution of the Endeavour culture under Ian's leadership.

On the operational front, our strong performance delivered production guidance for the eleventh consecutive year, while the Company also preserved its status as one of the lowest cost gold producers in the sector.

RETURNS TO SHAREHOLDERS AND STAKEHOLDERS

While investments into our high-return organic growth projects accelerated, we were pleased to continue to offer attractive shareholder returns, delivering \$266 million to shareholders in the form of shareholder dividends and share buybacks, in a year that was impacted by a challenging macro-environment. Since we launched our shareholder returns programme around three years ago, we have returned \$903 million to shareholders in the form of dividends and share buybacks, which is equivalent to \$219/oz produced from all operations over the same time-period.

During the year 2023, our contribution to our host countries was \$2.3 billion. We paid \$659 million to host governments in the form of taxes, royalties and dividends, \$1.2 billion on in-country suppliers, \$228.7 million in employee wages, salaries and benefits, \$768.9 million in operating expenses and \$6.4 million in royalties to third parties. \$4.0 million was dedicated to community investments and donations for continuing operations, such as the ongoing literacy programme in the local communities around our Lafigué site.

BOARD CHANGES

During 2023, we continued to refresh and strengthen our Board with two new appointments. These included the appointment of Patrick Bouisset as a Non-Executive Director following his retirement as Endeavour's Executive Vice President of Exploration in December 2022. Patrick brings over 30 years of exploration experience, as well as a deep knowledge of the industry and the business.

Endeavour Mining plc

Letter from the Chair continued

We were also pleased to appoint Cathia Lawson-Hall to the Board as an Independent Non-Executive Director. Cathia brings considerable corporate finance and investment banking experience and strong stakeholder relationships, particularly in West Africa where we operate. Alison Baker was appointed Senior Independent Director in September 2023, a role previously carried out by Ian Cockerill.

On 22 April 2024, we announced the nomination of John Munro as an Independent Non-Executive Director. John brings considerable mining, operational and project development experience in Africa, as well as strategy and mining finance expertise globally. He will be a valuable addition to the Board, where he will continue to help Endeavour reinforce its operational excellence, as the business continues to grow.

I would also like to take this opportunity to recognise and thank James Askew, who stepped down from the Board during the year, and Tertius Zongo, who has decided not to stand for re-election having completed 12 years on the Boards of Semafo and subsequently Endeavour, for their valuable contributions and wise counsel over the years. We are delighted that Tertius has agreed to provide ongoing advisory support to Ian and the team in West Africa.

INCLUSION AND DIVERSITY

Endeavour's Board is in compliance with the Financial Conduct Authority's positive diversity targets for listed companies as currently constituted; 44% of your Board are female and 55% come from ethnic minority backgrounds, strengthening the diversity of perspectives and expertise that the Board can draw on. Three out of our five Board committees are presently chaired by women.

Looking at our senior management group (Management Committee, comprising EVPs, SVPs, VPs and General Managers), they have diverse skill-sets, different nationalities and come from various backgrounds. Our efforts to improve gender diversity continue and I am heartened that women comprise 25% of the Management Committee, rising from 22% in 2022.

LOOKING FORWARD

We have made significant progress in 2023, particularly given the challenging macro-economic environment, characterised by increasing interest rates and heightened geopolitical uncertainty, and are well positioned to face the year ahead and deliver against all of our objectives.

Looking ahead, we expect 2024 to be a strong year for Endeavour, as the brownfield expansion of Sabodala-Massawa and the Lafigué development project are expected to deliver significant incremental, low-cost production to the Group, supporting its robust financial position and an ongoing commitment to shareholder returns. Furthermore, these come against a positive backdrop of recently rising gold prices and an increased demand for gold, as a natural diversified hedge.

We are confident that the current management team, with its strong track record, under Ian's leadership and experience, is best placed to deliver on our objectives.

I thank my fellow Board members, management, employees, business partners, host governments and you, our shareholders, for your continued support.

ANNUAL GENERAL MEETING

The formal notice of Annual General Meeting is set out on pages 3 to 5 of this document describing the business that will be proposed, with further explanatory notes included in Part II on pages 6 to 7. 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, you can always vote by submitting a proxy. If you do this, we encourage you to appoint the chair 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 at the Annual General Meeting, including via completion and return of the form of proxy.

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 we will be voting in favour of them in respect of our own shareholdings and unanimously recommend that you do so in respect of your shares in the Company.

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

Yours sincerely

SRINIVASAN VENKATAKRISHNAN

Chair

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 30 May 2024 at 3 p.m. (London time) / 10 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 2023 (the "2023 Annual Report").
• 1. To re-elect Alison Baker as a Director.
• 1. To re-elect Patrick Bouisset as a Director.
• 1. To re-elect Ian Cockerill as a Director.
• 1. To re-elect Livia Mahler as a Director.
• 1. To re-elect Sakhila Mirza as a Director.
• 1. To re-elect Naguib Onsi Naguib Sawiris as a Director.
• 1. To re-elect Srinivasan Venkatakrishnan as a Director.
• 1. To elect Cathia Lawson-Hall as a Director.
• 10.To elect John Munro as a Director
• 1. 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 Report set out on pages 151 to 167 in the 2023 Annual Report.
• 1. That all unallocated securities, rights, or other entitlements under the Company's Executive Performance Share Plan, Non-UK Executive PSU Plan and Employee PSU Plan (collectively, the "Incentive Plans") are hereby authorised and approved, which approval shall be effective until 30 May 2027, (being the date that is three years from the date of the Annual General Meeting) and that the Directors be authorised to make such amendments to the Incentive Plans from time to time as may be required or requested by the applicable securities regulatory authorities or the Toronto Stock Exchange, subject always to the terms and conditions of the Incentive Plans.
• 1. 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:
  2. (a) up to an aggregate nominal amount of US\$816,639, being an amount equal to one third of the aggregate nominal value of the ordinary share capital of the Company (excluding treasury shares) as at 16 April 2024, the latest practicable date prior to publication of this notice of meeting;
  3. (b) comprising equity securities (as defined in Section 560(1) of the Companies Act 2006) up to a further nominal amount of US\$816,639, being an amount equal to one third of the aggregate nominal value of the ordinary share capital of the Company (excluding treasury shares) as at 16 April 2024, the latest practicable date prior to publication of this notice of meeting in connection with a pre-emptive offer,

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 2025 or, if earlier, at the conclusion of the Annual General Meeting of the Company to be held in 2025 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.

Part I Notice of Annual General Meeting continued

For the purposes of this Resolution:

• (i) "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 equity 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; and
• (ii) 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.
• 1. 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 as if Section 561(1) of the Companies Act 2006 did not apply to any such allotment, pursuant to the authority given by Resolution 15 above and/or where the allotment constitutes an allotment of equity securities by virtue of Section 560(3) of the Companies Act 2006, such authority to be limited to:
  2. (a) allotments made in connection with a pre-emptive offer;
  3. (b) otherwise than in connection with a pre-emptive offer, allotments up to an aggregate nominal amount of US\$244,992, being an amount equal to 10 per cent. of the aggregate nominal value of the ordinary share capital of the Company (excluding treasury shares) as at 16 April 2024, the latest practicable date prior to publication of this notice of meeting; and
  4. (c) otherwise than under paragraphs (a) and (b) above, allotments up to an aggregate nominal amount equal to 20 per cent. of any allotment made from time to time under paragraph (b) above, such authority to be used only for the purposes of making a follow-on offer which the Directors determine to be of a kind contemplated by paragraph 3 of Section 2B of the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice,

such authorities to expire on 30 June 2025 or, if earlier, at the conclusion of the Annual General Meeting of the Company to be held in 2025 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:

• (i) "pre-emptive offer" has the same meaning as in Resolution 15 above;
• (ii) references to an allotment of equity securities shall include a sale of treasury shares; and
• (iii) 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.
• 1. 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 Resolution 15 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 limited to:
  2. (a) allotments up to an aggregate nominal amount of US\$244,992, being an amount equal to 10 per cent. of the aggregate nominal value of the ordinary share capital of the Company (excluding treasury shares) as at 16 April 2024, the latest practicable date prior to publication of this notice of meeting to be used only for the purposes of financing (or refinancing, if the authority is to be used within twelve months after the original transaction) a transaction which the Directors determine to be either an acquisition or a specified capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group; and
  3. (b) otherwise than under paragraph (a) above, allotments up to an aggregate nominal amount equal to 20 per cent of any allotment made from time to time under paragraph (a) above, such authority to be used only for the purposes of making a follow-on offer which the Directors determine to be of a kind contemplated by paragraph 3 of Section 2B of the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice,

such authority to expire on 30 June 2025 or, if earlier, at the conclusion of the Annual General Meeting of the Company to be held in 2025 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. For the purposes of this Resolution, references to an allotment of equity securities shall include a sale of treasury shares.

• 1. 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:
  2. (a) the maximum aggregate number of shares which may be purchased may not be more than 24,499,184, being the number of shares that represents 10 per cent. of the ordinary share capital of the Company (excluding treasury shares) as at 16 April 2024, the latest practicable date prior to publication of this notice of meeting;
  3. (b) the minimum price (excluding expenses) which may be paid for each share is US\$0.01 (being the nominal value of a share);
  4. (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 assimilated UK law); and
  5. (d) the authority shall expire on 30 June 2025 or, if earlier, at the conclusion of the Annual General Meeting of the Company to be held in 2025, 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.

• 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

SUSANNA FREEMAN

Company Secretary

29 April 2024

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 (inclusive) 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 2023 ANNUAL REPORT

The Directors are required by law to present the 2023 Annual Report comprising the 2023 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: RE-ELECTION AND ELECTION OF DIRECTORS

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

Resolutions 2 to 8 relate to the re-election of the Directors who were elected at the 2023 Annual General Meeting and who are retiring and are submitting themselves for re-election and resolutions 9 and 10 relate to the elections of Cathia Lawson-Hall who has been appointed subsequent to the 2023 Annual General Meeting and in the case of John Munro who is proposed by the Board for appointment.

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 "1.3.7 – 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. Our auditors BDO LLP have been the auditors of the Group since 2020. Details of the Audit Committee's review and consideration of the external auditor appointment, independence and effectiveness are set out on pages 145-146 of the 2023 Annual Report. Given work undertaken on the London listing in 2021 and ongoing M&A activities, the non-audit fee to audit fee ratio over the last three years is 64% which is within the threshold set out within the applicable ethical standards.

RESOLUTION 13: DIRECTORS' REMUNERATION

This resolution seeks approval (as an advisory vote) for the report, at pages 151 to 167 of the 2023 Annual Report, on remuneration paid to the Directors during the year under review.

The Company is required to seek this approval every year.

RESOLUTION 14: APPROVAL OF UNALLOCATED SECURITIES, RIGHTS AND OTHER ENTITLEMENTS UNDER INCENTIVE PLANS

Resolution 14 has been included to meet requirements under section 613 of the Toronto Stock Exchange ("TSX") Company Manual, requiring issuances under an evergreen incentive plan to be approved by directors and shareholders at least every three years.

The Company has three PSU plans (collectively, the "Incentive Plans") in effect, being:

Executive Performance Share Plan adopted by the Board of the Company on 23 April 2021 to effect the executive long term incentive plan and pursuant to which United Kingdom resident executives and certain members of Management have been granted and are eligible to receive performance shares;

Non-UK Executive PSU Plan adopted by the Board of the Company on 23 April 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 of the Company on 23 April 2021, pursuant to which non-executive Management and other employees have been granted and are eligible to receive PSU awards.

The Incentive Plans are considered "evergreen plans", as the ordinary shares issued pursuant to the Incentive Plans will increase as the number of ordinary shares in issue increases. As an evergreen plan, Section 613 of the TSX Company Manual requires that all unallocated securities, rights, and other entitlements under the Incentive Plans be approved by a simple majority of the Company's Directors and the Company's shareholders every three years. As such the purpose of Resolution 14 is to provide such shareholder approval in order to continue to make grants under each of the Incentive Plans. No amendments to the Incentive Plans are being proposed as part of this resolution.

Under the Incentive Plans, the maximum number of ordinary shares that may be committed to be issued in respect of a PSU must not exceed 10% of the ordinary share capital of the Company in issue immediately before that day, when added to the number of ordinary shares issued or committed to be issued in respect of PSUs or to satisfy options or awards under any other employee share plan operated by the Company granted in the previous 10 years. Further, under the Incentive Plans, the maximum number of ordinary shares that may be committed to be issued in respect of a PSU must not exceed 5% of the ordinary share capital of the Company in issue immediately before that day, when added to the number of ordinary shares issued or committed to be issued in respect of PSUs or to satisfy options or awards under any other discretionary employee share plan operated by the Company granted in the previous 10 years.

As at 31 December 2023, there were 409,612 PSU Awards (representing in aggregate, 0.167% of the ordinary shares outstanding as of 31 December 2023) outstanding under the UK Executive PSU Plan, there were 2,004,398 PSU Awards outstanding under the Non-UK Executive PSU Plan (representing 0.817% of the issued and outstanding ordinary shares as of 31 December 2023) and 1,809,765 PSU Awards outstanding under the Employee PSU Plan (representing 0.738% of the issued and outstanding ordinary shares as of 31 December 2023).

In addition to the Incentive Plans, the Endeavour Mining group also has three historic incentive plans (the "Old Incentive Plans") which pre-date the Company's London listing under which no further grants will be made but there are existing grants outstanding. These plans are the old UK Executive PSU Plan (the "Old UK Executive PSU Plan"), the old Non-UK executive PSU Plan (the "Old Non-UK Executive PSU Plan") and the old employee PSU Plan (the "Old Employee PSU Plan").

As at 31 December 2023, there were 568,774 PSU Awards (representing in aggregate, 0.232% of the issued and outstanding ordinary shares as of 31 December 2023) under the Old UK Executive PSU Plan, there were 456,577 PSU Awards (representing in aggregate, 0.186%% of the issued and outstanding ordinary shares as of 31 December 2023) under the Old Non-UK Executive PSU Plan and 345,276 PSU Awards (representing in aggregate, 0.141% of the issued and outstanding ordinary shares as of 31 December 2023) under the Old Employee PSU Plan.

In aggregate taking into account the Incentive Plans and the Old Incentive Plans, there are 5,594,402 outstanding PSU Awards representing 2.281% of the issued and outstanding ordinary shares as of 31 December 2023. As a result there are 6,667,069 ordinary shares available for issuance under the Incentive Plans (representing 2.72% of the issued and outstanding ordinary shares, as of 31 December 2023).

If this resolution is passed, the Company will not be required to seek further approval of the unallocated awards under the Incentive Plans until the Company's annual general meeting in 2027 (provided that such meeting is held on or prior to 30 May 2027).

See "Part VII – Other Canadian Disclosure – 1.2 Securities Authorised for Issuance under Equity Compensation Plans and 1.3 PSU Plans" herein for a more detailed description of the Incentive Plans. Whether or not this resolution is passed, all awards currently outstanding under the Incentive Plans and the Historic Incentive Plans will remain in effect in accordance with their terms. If this resolution is not passed, unallocated awards under the Incentive Plans, if any, will no longer be available for grant.

As an English law governed company, shareholders of Endeavour Mining plc have the right to withhold their vote on Resolution 14 pursuant to their rights under English law. Any votes "withheld" are not considered to be votes in law and will not be counted in the calculation of the proportion of the votes for and against the resolution.

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\$816,639, which is equivalent to approximately 33 per cent. of the total issued ordinary share capital of the Company, excluding treasury shares, as at 16 April 2024 (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 pre-emptive offer up to a further nominal value of US\$816,639, which is equivalent to approximately 33 per cent. of the total issued ordinary share capital of the Company, excluding treasury shares, as at 16 April 2024. This is in line with the Investment Association's Share Capital Management Guidelines issued in February 2023.

As at 16 April 2024, being the latest practicable date prior to the publication of this notice of meeting, the Company held 53,939 shares in treasury which represents approximately 0.02% per cent. of the total number of ordinary shares in issue at that date.

If the resolution is passed the authority will expire on the earlier of 30 June 2025 and the end of the Annual General Meeting in 2025.

Part II

Explanatory Notes to the Resolutions continued

RESOLUTION 16 AND 17: DISAPPLICATION OF STATUTORY 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 these shares to be offered first to shareholders in proportion to their existing holdings (known as pre-emption rights). These pre-emption rights can be modified and/ or disapplied to give the Directors greater flexibility in raising capital for the Company. The purpose of these resolutions is to give the Directors such flexibility, in line with the limits set by the guidance of the UK's Pre-Emption Group and supported by the Pensions and Lifetime Savings Association and by the Investment Association as representatives of share owners and investment managers.

PRE-EMPTIVE OFFERS

Limb (a) of Resolution 16 seeks 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.

NON-PRE-EMPTIVE OFFERS – GENERAL USE AUTHORITY

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 November 2022. They support the annual disapplication of pre-emption rights in respect of allotments of shares and other equity securities and sales of treasury shares for cash where these represent no more than 10 per cent. of the issued ordinary share capital (excluding treasury shares), without restriction as to the use of proceeds of those allotments.

Accordingly, the purpose of limb (b) 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\$244,992 without the shares first being offered to existing shareholders in proportion to their existing holdings. This amount is equivalent to 10 per cent. of the total issued ordinary share capital of the Company excluding treasury shares and equivalent to 10 per cent. of the total issued ordinary share capital of the Company including treasury shares, as at 16 April 2024, being the latest practicable date prior to the publication of this notice of meeting.

Resolution 16 has been drafted in line with the template resolutions published by the Pre-Emption Group in November 2022.

AUTHORITY FOR ACQUISITIONS AND SPECIFIED CAPITAL INVESTMENTS

The Pre-Emption Group's Statement of Principles also support the annual disapplication of pre¬emption 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 ten per cent. of issued ordinary share capital (excluding 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 under the allotment authority given by Resolution 15, or sell treasury shares, for cash up to a further nominal amount of US\$244,992, 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 twelve-month period and is disclosed in the announcement of the issue. This amount is equivalent to 10 per cent. of the total issued ordinary share capital of the Company as at 16 April 2024, excluding treasury shares and equivalent to 9.9 per cent. of the total issued ordinary share capital of the Company including treasury shares (in each case as at 16 April 2024, being the latest practicable date prior to the publication of this notice of meeting).

Resolution 17 has been drafted in line with the template resolutions published by the Pre-Emption Group in November 2022.

The Board has no current intention of exercising the authorities in Resolutions 16 and 17 to make pre-emptive or non-pre-emptive offers but considers them to be appropriate in order to allow the Company the flexibility to finance business opportunities.

FOLLOW-ON OFFERS

The Statement of Principles, which was published by the Pre-Emption Group in November 2022, introduces the concept of "follow-on" offers to help existing and retail investors to participate in equity issues. This is in line with the recommendations for improving capital raising processes which were made by the UK Secondary Capital Raising Review in July 2022.

The purpose of Resolution 16 (limb c) and Resolution 17 (limb b) is to give the Directors the flexibility to make a followon offer. This wording has been drafted in accordance with the template resolutions published by the Pre-Emption Group in November 2022.

The features of follow-on offers which are set out in the Statement of Principles (in Part 2B, paragraph 3) include an individual monetary cap of not more than £30,000 per ultimate beneficial owner, limits on the number of shares issued in any follow-on offer (not more than 20% of the number issued in the placing), and limits on the price (equal to, or less than, the offer price in the placing). The Board intends to adhere to the provisions in the Pre-emption Group's Statement of Principles for any follow-on offers made, as far as practicable.

The maximum amount which can be issued in a follow-on offer is US\$98,018. This amount is in addition to the amounts authorised for the general use authority and authority for acquisitions and specified capital investments described above, and, in total, is equivalent to 4 per cent of the total issued ordinary share capital of the Company excluding treasury shares and equivalent to over 3.99 per cent of the total issued ordinary share capital of the Company including treasury shares, as at 16 April 2024.

COMPLIANCE WITH INVESTOR GUIDANCE

The Board confirms that, as far as practicable, it intends to follow the shareholder protections set out in Section 2B of the Pre-Emption Group's Statement of Principles and, for any follow-on offer made, the expected features set out in paragraph 3 of Section 2B of the Pre-Emption Group's Statement of Principles.

If the resolutions are passed the authority will expire on the earlier of 30 June 2025 and the end of the Annual General Meeting in 2025.

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 24,499,184 ordinary shares, until the Annual General Meeting in 2025 or 30 June 2025 whichever is the earlier. This represents 10 per cent of the ordinary shares in issue (excluding treasury shares) as at 16 April 2024 (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 2024 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 13 March 2024, or 12,259,943 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 29 February 2024, calculated in accordance with the rules of the TSX for purposes of the NCIB, or 96,878 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 16 April 2024 (being the latest practicable date prior to the publication of this notice of meeting), there were no outstanding warrants or options.

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 VOTING INFORMATION

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

• 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 sections 2 and 3 below; or
• holds one or more ordinary shares in the Company through a Canadian intermediary (a "CDS Shareholder") see section 4 below.

2 VOTING BY REGISTERED SHAREHOLDERS

Registered Shareholders who hold ordinary shares in the Company at the record time of 3 p.m. (London time) /10 a.m. (Toronto time) on 28 May 2024 (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 two ways:

• by appointing a proxy to vote on their behalf at the Annual General Meeting by no later than 3 p.m. (London time) / 10 a.m. (Toronto time) on 28 May 2024 (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
• 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.

3 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 3 p.m. (London time) /10 a.m. (Toronto time) on 28 May 2024 (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 appoint a proxy 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 3 p.m. (London time) on 28 May 2024 (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.

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.

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.

Endeavour Mining plc Notice of Annual General Meeting and Management Information Circular

Part III

Instructions on How to Vote continued

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.

4 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 follow the Annual General Meeting.

Shareholders who fail to comply with the procedures outlined below may listen to the live audio webcast of the Annual General Meeting by logging in online at meetnow.global/EDMAGM2024 but they will not be able to be counted in the quorum or vote.

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 16 April 2024 may exercise their voting rights in respect of the Annual General Meeting by instructing a vote through an intermediary (see "Voting by CDS Shareholders before 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 indirectly via Broadridge to the non-objecting beneficial owners. The Company has 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.

CDS Shareholders should contact their respective intermediaries well in advance of the Annual General Meeting.

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 "non-objecting beneficial owners" with voting their shares over the telephone.

VOTING BY CDS SHAREHOLDERS 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. 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 10 a.m. (Toronto time) on 27 May 2024. If a CDS Shareholder plans to attend the Annual General Meeting (or to have its proxy attend 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 10 a.m. (Toronto time) on 27 May 2024. 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.

5 INSTRUCTIONS FOR FOLLOWING THE ANNUAL GENERAL MEETING ONLINE

Shareholders may listen to the live audio webcast of the Annual General Meeting by logging in online at meetnow.global/EDMAGM2024.

Following the Annual General Meeting through the electronic platform will also allow shareholders to use the Q&A messaging function of the platform to submit their questions to be put to the Annual General Meeting.

The process for shareholders to follow the Annual General Meeting through the electronic platform is as follows:

• Registered Shareholders and duly appointed proxies may log in by going to meetnow.global/EDMAGM2024, clicking "JOIN MEETING NOW", entering their Shareholder Reference Number and PIN before the start of the Annual General Meeting and clicking on the "SIGN IN" button. The Shareholder Reference Number and PIN is located on the Form of Proxy or in the email notification you received. You will be able to sign in from 30 minutes before the time fixed for the start of the Annual General Meeting.
• If you are a Registered Shareholder on the Canadian branch register of members and would like to follow the meeting virtually, please email Vanessa.Lee@computershare.com with your Holder Account Number, name and email address and Computershare will send you a personalised invitation to follow the Annual General Meeting. Invitations will be sent out approximately 24 hours before the time fixed for the start of the Annual General Meeting.
• For duly appointed proxyholders (including CDS Shareholders who have appointed themselves as proxies), your invitation to follow the meeting virtually will be provided to you by Computershare after the proxy voting deadline has passed (i.e. after 3 p.m. (London time) on 28 May 2024), provided that the proxy has been duly appointed and registered in accordance with the procedures outlined in this document.

During the Annual General Meeting, shareholders and duly appointed proxies following the meeting through the electronic platform must ensure that they are connected to the internet at all times. 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 following the Annual General Meeting online.

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 Q&A messaging function. If you have technical issues prior to the start of the meeting you should contact Computershare on the shareholder helpline ((+44 (0370) 703 6179).

Part IV

Notes to Notice of Meeting

PHYSICAL MEETING

1. The Company will hold the Annual General Meeting as an "in person" or "physical" meeting. The Annual General Meeting will not be convened or held as a general meeting where participants can also attend via an electronic platform (sometimes referred to as a "hybrid meeting").

PROXY APPOINTMENT

• 1. A member is entitled to appoint a person other than the person designated in the form of proxy as a proxy to exercise all or any of the member's 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. 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 III 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 16 April 2024, 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 245,045,774, of which 53,939 are held in treasury. Therefore, the total number of votes exercisable as at 16 April 2024 is 244,991,835.

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 28 May 2024 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 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 ACCESS

1. Shareholders can follow the meeting online by logging in to the live audio webcast online at meetnow.global/ EDMAGM2024 and following the instructions set out in Part III of the document of which this notice of meeting forms part.

SECURITY ARRANGEMENTS AND ORDERLY CONDUCT

• 1. In accordance with Article 48 of the Company's articles of association the Directors may put in place such arrangements or restrictions as they think fit to ensure the safety and security of the attendees at an Annual General Meeting and the orderly conduct of the meeting, including requiring attendees to submit to searches. Further, the Directors may refuse entry to, or remove from, the Annual General Meeting any member, proxy or other person who fails to comply with such arrangements or restrictions.
• 1. Under Article 4.83 of the Company's Articles of Association the Chair may take such action as the Chair thinks fit to maintain the proper and orderly conduct of the meeting.

QUESTIONS IN ADVANCE OF THE ANNUAL GENERAL MEETING

11.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

13.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 in advance of the Annual General Meeting 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, at the registered office of the Company and on the Company's website (www.endeavourmining.com) and at the Annual General Meeting for at least 15 minutes before and during the meeting.
• 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.
• 1. 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.

Endeavour Mining plc

Part V

Board of Directors and Governance

1. BOARD OF DIRECTORS AND GOVERNANCE 1.1 BOARD OVERVIEW

The Company, its board of directors (the "Board") and its management ("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 provisions of the UK Corporate Governance Code July 2018 edition (the "UK Code"). As at December 31, 2023, the Board confirms that the Company has applied the principles and complied with the provisions outlined in the UK Code, other than in respect of some elements of provision 41. As stated in last year's annual report, we are not required to report under the Gender Pay Gap Reporting Regulations or the Pay Ratio Regulations due to the Group having fewer than 250 employees in the UK. We have therefore not provided these ratios in illustrating executive remuneration as would otherwise be required under provision 41 and do not think they would be insightful due to the nature and geography of our operations in West Africa. We however do strive to ensure that we pay all employees fairly and that there are no disparities based on gender or ethnicity. Please see more information on our approach to diversity (described on pages 104 and 128 to 133 of the 2023 Annual Report and pages 50 to 51 of the 2023 Sustainability Report).

Additionally, 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. It 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 regular basis in light of emerging issues and market trends. The Board'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 & 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 & Nominating Committee and some of its current areas of focus are described in more detail below, throughout this Circular and in the 2023 Annual Report.

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 and in the 2023 Annual Report. 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 2024 nominees and each nominee's detailed biographical information can be found on the following pages.

1.2 BOARD NOMINEES

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.

Location: Winchester, England

Director since: March 5, 2020(1)

Principal occupation: Various director appointments

Shareholding as of April 16, 2024:

12,320 Deferred Share Units

ALISON CLAIRE BAKER – SENIOR INDEPENDENT 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 a member of Chapter Zero, the Directors' Climate Forum for UK non-executive directors. She is currently a non-executive director and audit committee chair at TSX listed Capstone Copper Corp. and senior independent director and audit committee chair at London listed Helios Towers plc and Rockhopper Exploration plc.

2023 total compensation:
	US\$268,269 (70% cash – 30% DSUs)

Other public company directorships: Capstone Copper Corp. Helios Towers plc Rockhopper Exploration plc

Committees:

Audit (Chair) Corporate Governance & Nominating Remuneration(2)

SKILLS AND EXPERTISE

• Strategy & Leadership
• Metals & Mining
• Finance
• Accounting
• International Business
• Corporate Governance
• Sustainability
• West African Experience
• Risk Management & Compliance
• Mergers & Acquisitions
• Human Resources

2023 ATTENDANCE	Meetings	%
Board	6/6	100%
Audit (Chair)	5/5	100%
Corporate Governance & Nominating	4/4	100%
ESG(3)	4/4	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.

(2) Ms Baker was appointed to the Remuneration Committee on January 18, 2024.

(3) Ms Baker stepped down from the ESG Committee on January 18, 2024 to free up time for her new role on the Remuneration Committee.

Part V Board of Directors and Governance continued

1. BOARD OF DIRECTORS AND GOVERNANCE CONTINUED

1.2 BOARD NOMINEES CONTINUED

PATRICK BOUISSET

Patrick Bouisset joined Endeavour as the Executive Vice President of Exploration in November 2015. He has over 30 years of experience in mining and oil and gas exploration and he retired from his executive role at Endeavour in December 2022.

Prior to joining Endeavour, Mr. Bouisset was executive vice president exploration and new ventures of La Mancha and before that, vice president of geoscience for Areva's mining business group. For six years, as a member of Areva's executive committee, he led worldwide uranium exploration activities and managed all of its pre-production subsidiaries. Before joining Areva in 2007, he spent more than 20 years with Total in various exploration and production roles and led the company's oil and gas exploration activities in Africa.

Location: Paris, France

Director since: May 11, 2023

Principal occupation: Non-Executive Director

Shareholding as of April 16, 2024: 1,821 Deferred Share Units

2023 total compensation: US\$ 133,846(1) (81% cash - 19% DSUs)

Other public company directorships: None

Committees(1):

Technical Health & Safety (Chair) ESG

• SKILLS AND EXPERTISE
• Metals & Mining
• Operations and Exploration
• Strategy & Leadership
• International Business
• Human Resources
• Health & Safety
• Sustainability
• West African Experience
• Mergers & Acquisitions

2023 ATTENDANCE(2)	Meetings	%
Board	3/3	100%
ESG	2/2	100%
Technical, Health & Safety	2/2	100%

(1) Mr. Bouisset was appointed as a Director and as a member of the ESG and Technical, Health and Safety Committees on May 11, 2023. He became Chair of the Technical, Health and Safety Committee on January 18, 2024.

(2) He attended every meeting of the Board and relevant Committee since his appointment.

IAN COCKERILL – CHIEF EXECUTIVE OFFICER

Ian Cockerill was appointed as Chief Executive Officer ("CEO") of Endeavour in January 2024, having joined the Board as Senior Independent Director in 2022 and having held the role of Deputy Chair since September 2023. He has nearly 50 years of experience in the global natural resources industry, having previously been CEO at Gold Fields Ltd and CEO at AngloCoal, a subsidiary of the Anglo American group. He holds a BSc (Hons) degree in Geology from London University, an MSc in Mineral Production management from the Royal School of Mines and the AMP from Templeton College Oxford. Mr. Cockerill was the former chair of the BlackRock World Mining Trust and also of Polymetal Plc. He was the former lead independent director of Ivanhoe Mines Ltd and a non-executive director of BHP Group Limited and Orica Ltd. He is associated with two private businesses as a non-executive director of IPulse Ltd and non-executive chair of Argo Natural Resources.

Location: Singapore

Director since: May 24, 2022

Principal occupation: CEO of Endeavour

Shareholding as of April 16, 2024: 31,900 Shares 18,771 Deferred Share Units

2023 total compensation:

US\$400,000 (43% cash – 57% DSUs)

Other public company directorships: None

Committees:

ESG Technical Health & Safety

Throughout 2023 he was also Chair of the ESG Committee and a member of the Corporate Governance & Nominating Committee and Remuneration Committees. He stepped down from these roles on his appointment as CEO on January 4, 2024.

SKILLS AND EXPERTISE

• Strategy & Leadership
• Metals & Mining
• CEO
• International Business
• West African Experience
• Finance
• Mergers & Acquisitions
• Human Resources
• Corporate Governance
• Operations and Exploration
• Health & Safety
• Sustainability
• Risk Management & Compliance

2023 ATTENDANCE(1)	Meetings	%
Board	6/6	100%
Corporate Governance & Nominating	4/4	100%
ESG	4/4	100%
Remuneration	5/5	100%
Technical, Health & Safety	5/5	100%

(1) Mr. Cockerill attended every Board and relevant Board Committee meeting throughout the year but he is no longer a member of the Corporate Governance & Nominating Committee or the Remuneration Committee and no longer chairs the ESG Committee.

Part V Board of Directors and Governance continued

1. BOARD OF DIRECTORS AND GOVERNANCE CONTINUED

1.2 BOARD NOMINEES CONTINUED

CATHIA LAWSON-HALL

Cathia Lawson-Hall has over 25 years of experience in finance. She was head of coverage and investment banking for Africa at Société Générale where she oversaw relations with African governments, large corporates and financial institutions. In her previous role at Société Générale, she was managing director, co-head of debt capital markets for corporates in France, Belgium and Luxembourg.

She started her career as a financial analyst covering the telecommunications and media sectors before moving into financial consulting. She has built up solid experience in corporate and investment banking, primarily in debt capital markets, financial analysis and consulting.

She is an independent member of the board of directors of the Agence Française de Développement.

Location:	Other public company directorships:	SKILLS AND EXPERTISE
Paris, France	Universal Music Group N.V	• Strategy & Leadership
Director since: September 27, 2023 Principal occupation:	Vivendi S.A Committees(1): ESG (Chair) Remuneration Committee	• International Business • West African Experience • Governance • Finance
Non-Executive Director		• Mergers & Acquisitions
Shareholding as of April 16, 2024:		• Human Resources
851 Deferred Share Units		• Public Policy
2023 total compensation:		• Risk Management & Compliance
US\$49,588(1) (89% cash – 11% DSUs)		• Sustainability

2023 ATTENDANCE(2)	Meetings	%
Board	2/2	100%
ESG	2/2	100%

(1) With effect from January 18, 2024, Ms Lawson-Hall was appointed Chair of the ESG Committee and a member of the Remuneration Committee.

(2) Ms Lawson Hall was appointed to the Board on September 27, 2023. She attended every Board and relevant Board Committee meeting since her appointment as a Director.

LIVIA MAHLER – DIRECTOR

Livia Mahler's background includes 14 years in developing exploration technologies in natural resources and 20 years of experience in venture capital. She has been a member of a number of boards, audit committees and remuneration 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 is also a founder and director of Go2Lithium Inc, a company delivering DLE technology to extract lithium from aqueous sources. Ms. Mahler has previously served on the boards of Ivanhoe Mines, Diversified Royalty Corp., Turquoise Hill Resources Ltd. and DuSolo Fertilizers Inc.

Location: Vancouver, Canada

Director since: October 1, 2016(1)

Principal occupation: Chief executive officer of Computational Geosciences Inc.

Shareholding as of April 16, 2024: 39,621 Deferred Share Units

2023 total compensation:

US\$270,000 (44% cash – 56% DSUs)

Other public company directorships: None

Committees:

Remuneration (Chair) Audit Corporate Governance & Nominating Technical Health & Safety

SKILLS AND EXPERTISE

• Strategy & Leadership
• Metals & Mining
• Finance
• CEO
• Human Resources and Remuneration
• Finance
• International Business
• Operation & Exploration
• Governance
• Health, Safety, Sustainability
• Mergers & Acquisitions
• Risk Management & Compliance

2023 ATTENDANCE	Meetings	%
Board	6/6	100%
Audit	5/5	100%
Corporate Governance & Nominating	4/4	100%
Remuneration (Chair)	5/5	100%
Technical, Health & Safety	5/5	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.

Part V

Board of Directors and Governance continued

1. BOARD OF DIRECTORS AND GOVERNANCE CONTINUED

1.2 BOARD NOMINEES CONTINUED

JOHN MUNRO – INCOMING DIRECTOR

John Munro brings over 30 years of experience in mining, having held a number of senior executive roles in the international mining industry, leading mining operations and businesses in Africa and around the world, in a range of commodities. In the early 2000s John was an executive of Gold Fields Limited, variously leading that company's international operations, project development and strategy. In 2008 he was appointed CEO of Rand Uranium, a private equity sponsored uranium and gold start up. Thereafter, John moved to London working initially in First Reserve Corporation's mining buy out team before joining Cupric Canyon Capital in 2014. John held various executive roles at Cupric, including two years as CEO, leading the financing and development of that company, culminating in the sale to MMG Limited in 2024.

John holds a BSc Chemical Engineering from the University of Cape Town and an AMP from Harvard Business School. He was previously a non-executive director of Nordgold SE and is currently a non-executive director of Manuli Hydraulics, a private company.

Location: London, England

Director since: N/A

Principal occupation: Non-Executive Director

Shareholding as of April 16, 2024: Nil

2023 Attendance: N/A

2023 total compensation: N/A

Other public company directorships: None

Committees: N/A

SKILLS AND EXPERTISE

• Strategy & Leadership
• Operations & Exploration
• Metals & Mining
• International Business
• Corporate Finance

22

NAGUIB ONSI SAWIRIS – DIRECTOR

Naguib Sawiris founded Orascom Telecom Holding which subsequently merged with VimpelCom Ltd. creating the world's sixth largest mobile telecommunications provider in April 2011. After divesting his telecom empire, his main focus is currently on mining and real estate development. Mr. Sawiris is a recipient of numerous honorary degrees, awards, and honors including an Honorary Doctorate of Law by Handong Global University of South Korea, the Honor of Commander of the "Legion d'Honneur", the Honor of Commander of the "Stella della Solidarieta Italiana" and the "Sitara-eQuaid-e-Azam" of Pakistan among others. Mr. Sawiris is the Chairman of Orascom Investment Holding and Chairman of Ora Developers, a company undertaking highend real estate developments and hospitality projects in various prime locations around the world. Mr. Sawiris sits on the following boards: La Mancha Holding, Nile City for Investments SAE, Nile Sugar SAE, Chairman and Orascom TMT Investments S.à r.l., Manager A.

Location: Cairo, Egypt

Director since: November 27, 2015(1)

Principal occupation: Businessman

Shareholding as of April 16, 2024: 47,820(2)

2023 total compensation: US\$170,000 (100% cash)

Other public company directorships: Orascom Investment Holdings S.A.E

Committees:

None

SKILLS AND EXPERTISE

• Operations & Exploration
• Strategy & Leadership
• Metals & Mining
• Finance
• Mergers & Acquisitions
• Human Resources
• International Business
• CEO
• West African Experience
• Governance
• Risk Management & Compliance

2023 ATTENDANCE	Meetings	%
Board	6/6	100%

(1) 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.

(2) Based on information available to the Company, as of April 16, 2024, being the latest date practicable prior to the date of this Circular, 45,087,141 shares in the Company were also held by La Mancha Investments S.à r.l., 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.

Part V Board of Directors and Governance continued

1. BOARD OF DIRECTORS AND GOVERNANCE CONTINUED

1.2 BOARD NOMINEES CONTINUED

SRINIVASAN VENKATAKRISHNAN ("VENKAT") – DIRECTOR AND CHAIR

Venkat is a Corporate Director who brings a wealth of mining and financial experience gained through his experience of leading global mining businesses in a career that has spanned across 17 countries and six continents. He has a proven track record of leading multinational publicly listed organisations through periods of challenging and transformative change.

He served as CEO of Vedanta Resources plc from 2018 to 2020 and was CEO of AngloGold Ashanti Limited between 2013 to 2018, having previously been chief financial officer of the business from 2005 and of Ashanti Goldfields Limited from 2000. In his early career, he was a director with Deloitte in London, leading corporate restructurings on behalf of both corporates and financiers. Venkat has served on the boards of the WGC, ICMM and the Financial Review Investigation Panel of the JSE.

Location: Dublin, Ireland

Director since: May 24, 2022

Principal occupation: Various director appointments

Shareholding as of April 16, 2024: 11,000 Shares

2023 total compensation:

US\$530,000 (100% cash)

Other public company directorships: BlackRock World Mining Trust plc

Committees:

Corporate Governance & Nominating (Chair) ESG Technical, Health & Safety

As Chair of the Board, Venkat attends all other Committee meetings as an invitee

SKILLS AND EXPERTISE

• Strategy & Leadership
• Metals & Mining
• Finance and Accounting
• CEO
• International Business
• West African Experience
• Operations & Projects
• M&A, Restructuring
• Governance
• Sustainability & Stakeholder relations
• Human Resources
• Risk Management & Compliance

2023 ATTENDANCE	Meetings	%
Board	6/6	100%
Corporate Governance & Nominating (Chair)	4/4	100%
ESG	4/4	100%
Technical, Health & Safety	5/5	100%

SAKHILA MIRZA – DIRECTOR

Sakhila Mirza has over 15 years' experience in the energy and commodities industry. She is currently deputy CEO and general counsel of the LBMA, working closely with the directors and the CEO on the strategic direction of the LBMA. Sakhila leads on sustainability and responsible sourcing and also provides guidance on the governance, legal and compliance risks.

On behalf of the LBMA members she is heavily involved in discussions with governments and regulators on issues affecting the market, refiners, and bullion banks. She is a trustee of the Recruitment Employment Confederation and of Speakers for School. Ms Mirza has an LLB in Law from the London School of Economics and is a qualified solicitor.

Location:	2023 total compensation:	SKILLS AND EXPERTISE
London, England	US\$190,000 (89% cash – 11% DSUs)	• Sustainability
Director since:	Other public company directorships:	• Strategy & Leadership
September 29, 2022	None	• Metals & Mining
		• International Business
Principal occupation:	Committees(1): ESG Audit Committee	• Governance
Deputy CEO and General Counsel of the LBMA		• Human Resources
	Corporate Governance & Nominating	• Risk Management & Compliance
Shareholding as of April 19, 2024:		• Public Policy
1,924 Deferred Share Units

2023 ATTENDANCE	Meetings	%
Board	6/6	100%
ESG	4/4	100%

(1) On January 18, 2024 Ms Mirza was appointed to the Audit and the Corporate Governance and Nominating Committees.

25

Part V

Board of Directors and Governance continued

1. BOARD OF DIRECTORS AND GOVERNANCE CONTINUED

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 needs 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 at least five times annually and generally meets six times (with additional meetings scheduled if needed), with one meeting annually held in West Africa. Each of the Directors has committed to attend all scheduled Board meetings and all meetings of each Board Committee ("Committee") on which they serve and to be reasonably available to senior Management and the other Directors for consultations between meetings. The Board held six scheduled meetings during 2023. A rolling agenda and forward calendar are agreed annually and the agenda for each meeting is agreed with the Chair and CEO. Board papers are circulated to Directors in advance of the meetings. If a Director cannot attend a meeting, he or she is able to consider the papers in advance of the meeting and will have the opportunity to discuss them with the Chair or CEO and to provide comments or ask any questions. The Corporate Governance & 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 achieving the strategic goals of the Company and carrying out the mandate of the Board.

The Company's ongoing Director education programs entail annual 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 held the November 2023 Board meeting in Abidjan, Côte d'Ivoire, and the Directors carried out a site visit to the Lafigué project. 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 over the past years. 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 the Senior Vice President, Security, on implementation of security processes and procedures. The Company's latest corporate policies are on its website at www.endeavourmining.com.

The Board regularly receives presentations from and engages in, dialogue with Management on various operational, business, industry and other key issues facing the Company, not only during scheduled Board meetings but also in between meetings. The Board reviews strategic goals in depth annually, in addition to receiving 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 Board believes that constructive and direct feedback and informed decision-making at Board level, are key ingredients 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.sedarplus.com.

Enterprise Risks: The Board receives regular updates on operational, financial, geopolitical, environmental and social risks, including those related to tailings facilities management, capital project execution, the rise of political instability, climate change and cybersecurity, a risk which falls under the remit of the Audit Committee as per the Audit Committee's charter. Senior Management regularly briefs the Audit Committee on the Company's cybersecurity and the Company is audited annually in this area by independent certified experts. The Company has not experienced any material information security breaches over the past three years.

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 Group 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. Management and the Board also conduct regular reviews of the existing asset portfolio to determine whether specific assets fit within the long-term strategy. These reviews have led to targeted disposals of non-core operating assets, aimed at optimising overall portfolio performance. In 2023 the Company sold Wahgnion and Boungou, which were deemed to be non-core. Management and the Board also routinely review strategic opportunities that may arise from time to time and which might improve the overall strategic positioning and performance footprint of the Company.

The Company manages its material business risks through the design, implementation and monitoring of various corporate and operational-level internal controls that are embedded in Management policies, procedures and review processes. 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. 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.

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 Board level. The respective duties, responsibilities, and relationships among the Board, the Chair, the Committee Chairs and the CEO are described in greater detail below.

BOARD OF DIRECTORS

In carrying out its oversight function, the Board, 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 is responsible for ensuring overall Board and individual Director effectiveness. Specific responsibilities include:

• Effective running of the Board including setting a forward-looking agenda with an emphasis on strategy, performance, value creation, culture, stakeholders and accountability;
• Ensuring members of the Board receive accurate, timely and clear information;
• Reviewing and agreeing training and development for the Board;
• Ensuring there is effective communication with the Group's shareholders and other stakeholders;
• Ensuring that the performance of the Board as a whole, its Committees and individual Directors are formally evaluated;
• Promoting high standards of integrity and corporate governance throughout the Group, particularly at Board level;
• Ensuring that both appointments and succession plans are based on merit and objective criteria;
• Ensuring clear and timely Board and Committee succession plans are in place;
• Promoting a culture of openness and debate and fostering relationships based on trust, mutual respect and open communication between the Non-Executive Directors;
• Ensuring the Board determines the nature and extent of significant risks the Company is willing to embrace in the implementation of its strategy;
• Ensuring the Board as a whole has a clear understanding of the views of shareholders;
• Representing the Company to its key stakeholders and ensuring that the Board listens and understands the views of the workforce, customers and other key stakeholders; and
• Overseeing the development of the Group's business culture and standards.

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 in the management of the Committee process.

Endeavour Mining plc

Part V

Board of Directors and Governance continued

1. BOARD OF DIRECTORS AND GOVERNANCE CONTINUED

1.3 CORPORATE GOVERNANCE CONTINUED

CEO

The CEO is responsible for all Executive Management matters of the Group, 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.

1.3.3 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, business partners, our local communities, host countries and our investors. The Board places a high priority on sustainability and has undertaken many 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 Steering Committee.

We recognize the intensity of time and commitment that ESG matters necessitate for the Board and will continue to necessitate going forward and this justifies a dedicated ESG Committee. The ESG Committee works 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 incorporates 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. In 2022, the Company successfully received external assurance, confirming conformance with all the RGMPs at its Ity and Houndé mines. In 2023, the Company achieved conformance with the RGMPs at its Mana and Sabodala-Massawa mines, in accordance with the WGC timeframe. The Company's annual report on RGMP conformance is available on pages 110 – 114 of the 2023 Sustainability Report.

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 improve both its sustainability performance and its reporting. The Company now reports on its ESG performance in accordance with the Global Reporting Initiative, the Task Force on Climate-Related Financial Disclosure ("TCFD"), Sustainability Accounting Standards Board and the Local Reporting Procurement Mechanism.

The Company believes that providing employment and procuring goods and services 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 regions in which its operations are located. In 2023, 94% 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 2023, Endeavour procured approximately \$1.2 billion worth of goods and services, being about 81% of its procurement, from host countries.

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.

The Company is continuing its journey to play an active role in tackling climate change. The Company has committed to achieving net zero emissions from its operations by 2050 and has in place a medium-term target of reducing its emissions intensity by 30% by 2030. Carbon reduction targets are now incorporated into the Company's executive remuneration schemes, to drive the best output and embed these commitments across the Company.

In 2023, Endeavour advanced its initiatives to support its emissions reduction goals, including approval of the Sabodala-Massawa solar project. The Group's emissions intensity per ounce of gold produced was 0.60 tonnes of CO2 per ounce of gold produced ("tCO2-e/oz") in 2023, a 6% decrease from 0.64 tCO2-e/oz in 2022. Further details, including climaterelated financial disclosures consistent with the TCFD recommendations, can be found in the 2023 Annual Report.

1.3.4 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. Directors are 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 2023 and attendance by each current Director. James Askew stepped down from the Board on May 11, 2023, and thus, is not included in the table below.

			Corporate Governance &				Board Meetings	Committee Meetings
	Board Meetings	Audit	Nominating	ESG	Remuneration	Technical	Attended	Attended
Number of
Meetings	6	5	4	4	5	5
Director
Venkat	6/6		4/4	4/4		5/5	100%	100%
Alison Baker	6/6	5/5	4/4	4/4			100%	100%
Patrick Bouisset(1)	3/3			2/2		2/2	100%	100%
Ian Cockerill	6/6		4/4	4/4	5/5	5/5	100%	100%
Cathia Lawson
Hall(2)	2/2			2/2			100%	100%
Livia Mahler	6/6	5/5	4/4		5/5	5/5	100%	100%
Sakhila Mirza	6/6			4/4			100%	100%
Sebastien de
Montessus(3)	6/6						100%	N/A
Naguib Sawiris	6/6						100%	N/A
Tertius Zongo	6/6	5/5		4/4	5/5		100%	100%

(1) Mr. Bouisset has attended every Board meeting and every meeting of the Committees of which he is a member since his appointment to the Board on May 11, 2023.

(2) Ms Lawson-Hall has attended every Board meeting and every ESG Committee meeting since her appointment to the Board on September 27, 2023.

(3) Mr. de Montessus was removed as a director on January 4, 2024.

1.3.5 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 & 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, and each of the Director nominees other than Ian Cockerill and Patrick Bouisset, is independent (7 out of 9 Directors and 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, a person who is currently, or has been within the past three years, an officer or employee of Endeavour) automatically mean a Director is not independent.

For the purposes of the UK Code, the Board is currently comprised of an Independent Chair, five Independent Non-Executive Directors, two non-independent Non-Executive Directors and one Executive Director. Mr. Cockerill is not considered to be independent for the purposes of the UK Code as he is the CEO of the Company. Messrs. Sawiris and Bouisset 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 and in addition Mr. Bouisset was within the past three years an employee of Endeavour. At the Annual General Meeting, Tertius Zongo is retiring from the Board and will not stand for re-election. The Board is of the opinion that the Non-Executive Directors nominated for election at the Annual General Meeting 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 Annual General Meeting, the Company expects the Board to be comprised of an Independent chair, five Independent Non-Executive Directors and three non-independent Directors, (two non-independent Non-Executive Directors and one Executive Director) thereby being majority independent.

Endeavour Mining plc

Part V

Board of Directors and Governance continued

1. BOARD OF DIRECTORS AND GOVERNANCE CONTINUED

1.3 CORPORATE GOVERNANCE CONTINUED

	Canadian Securities Laws		UK Code
Director	Independent	Not Independent	Independent	Not Independent
Alison Baker (Senior Independent Director)	x		x
Patrick Bouisset		x		x
Ian Cockerill		x		x
Cathia Lawson-Hall	x
Livia Mahler	x		x
Sakhila Mirza	x		x
Naguib Sawiris	x			x
Srinivasan Venkatakrishnan (Chair)	x		x
Tertius Zongo(1)	x		x
John Munro	x		x

(1) Indicates Director who will not be standing for re-election at the Annual General Meeting.

1.3.6 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 Non-Executive Directors. As the members of the Audit, Remuneration and Corporate Governance & Nominating Committees are made up solely of Non-Executive Directors, there is no specific need for separate in camera meetings following these Committee meetings. 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). The Non-Executive Directors meet without the Executive Director and the Chair present at least once a year.

1.3.7 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 include Independent Non-Executive Directors. A significant portion of the Board's oversight responsibilities is carried out through its Committees. Each Committee has a written charter which is reviewed periodically to ensure it reflects the needs of the Company and the charters of all Committees are reviewed at least annually. The Corporate Governance & Nominating Committee reviews the Committee memberships periodically and recommends changes to the composition of the Committees, if needed, to the Board. The Corporate Governance & Nominating Committee charter was reviewed and updated in March 2024 to ensure that it was compatible with the UK Code.

AUDIT COMMITTEE

FUNCTIONS OF THE 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 external 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 effectiveness of the corporate risk management framework and monitors principal risks including financial crime, tax and macroeconomic risk, compliance regulatory and cybersecurity risk;
• 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 Chief Financial Officer on the adequacy and effectiveness of the Company's anti-money laundering systems, policies and controls;
• reviews regular reports from the legal compliance function and keeps under review the adequacy and effectiveness of the Company's legal compliance function;
• approves the appointment or termination of the Director 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 Annual General Meeting, in relation to the appointment, re-appointment and removal of the Company's external auditors;
• leads the selection procedure for the appointment of the external audit firm;
• considers the timing of a tender to allow firms to exit relationships which may cause a conflict of interest and avoid situations where there is an insufficient number of potential auditors that can be independent;
• creates a culture which recognises the work of and encourages challenge by the auditor;
• 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 includes 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 external 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 external auditor, and the external auditor's response to questions from the Committee.

Further information concerning the Company's Audit Committee can be found under the heading 'Audit Committee' in its most recent AIF, which is available under the Company's profile at www.sedarplus.com.

Part V

Board of Directors and Governance continued

1. BOARD OF DIRECTORS AND GOVERNANCE CONTINUED

1.3 CORPORATE GOVERNANCE CONTINUED

CORPORATE GOVERNANCE & NOMINATING COMMITTEE

FUNCTION OF THE 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 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 non-executive, 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;
• 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:
  • any changes needed to the succession planning process if its periodic assessment indicates the desired outcomes have not been achieved,
  • suitable candidates as new Directors and succession for existing Directors,
  • the membership of Committees, in consultation with the Chairs of those Committees,
  • the re-appointment of any Non-Executive Director at the conclusion of their specified term of office,
  • 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,
  • 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
  • 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

FUNCTION OF THE COMMITTEE:

• advises senior management in connection with the development and implementation of ESG strategies to preserve and enhance long-term shareholder value and to promote stakeholder interests;
• establishes ESG targets for senior management to achieve in order to assist the Company in implementing its ESG strategies and evaluating progress against those targets and reporting on them to the Board;
• considers and advises senior management on emerging ESG issues and requirements;
• annually reviews the Company's policies, processes and systems regarding ESG matters and recommending updates as well as disclosures required by TCFD;
• annually reviews and approves the Sustainability Report;
• reviews the Company's performance on community relationships and recommended actions based on that 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 and management of our people, to advance the Company's ESG strategies.

Endeavour Mining plc

REMUNERATION COMMITTEE

FUNCTION OF THE COMMITTEE:

• determines the policy for Directors' remuneration and sets remuneration for the Chair of the Board and Executive Directors and Senior Management, including the Company Secretary and for any other senior executives or managers of the Company designated by the Board and agreed with the CEO 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;
• ensures plans are in place for an orderly succession to Senior Management positions (excluding the Chief Executive position and Executive Director positions, which are overseen by the Corporate Governance & Nominating Committee), and for overseeing the development of a diverse succession pipeline to those positions, taking into account the challenges and opportunities facing the Company, and skills and expertise needed within Senior Management in the future;
• 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 Annual General Meeting, as necessary.

Part V

Board of Directors and Governance continued

1. BOARD OF DIRECTORS AND GOVERNANCE CONTINUED

1.3 CORPORATE GOVERNANCE CONTINUED

TECHNICAL, HEALTH & SAFETY COMMITTEE

FUNCTION OF THE 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;
• reviews environmental incident reports, the results of investigations into material events, findings from environmental audits and the action plans proposed pursuant to the findings;
• monitors certain principal risks including security, geopolitical risk, environmental, operational performance and supply chain risk;
• 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.

1.3.8 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:

• Each Non-Executive Director is required to acquire and hold shares and/or deferred share units ("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 April 16, 2024, being the latest date practicable prior to the date of this Circular, all continuing Non-Executive Directors met the shareholding requirement or were on track to do so within the prescribed time limit.
• As of April 16, 2024, being the latest date practicable prior to the date of this Circular, the total share-linked interests held by the nominee Non-Executive Directors are set out in the table below. John Munro is a new nominee and does not hold any share-linked interests as at April 16, 2024 and thus, is not included in the table below.

				Mandatory
			Total Share	Shareholding	Value as a
			Interests held	Threshold	multiple of	Share Ownership Guideline
Name	Shares held (#)	DSUs held (#)	(US\$)(1)	(US\$)	Retainer	Met or Prescribed Deadline
						On track to meet by
Venkat	11,000	Nil	230,908	530,000	0.44	May 24, 2027
Alison Baker	Nil	12,320	258,615	170,000	1.52	Yes
						On track to meet by
Patrick Bouisset	Nil	1,821	38,227	170,000	0.22	May 11, 2028
						On track to meet by
Cathia Lawson-Hall	Nil	851	17,856	170,000	0.11	September 27, 2028
Livia Mahler	Nil	39,621	831,699	170,000	4.89	Yes
						On track to meet by
Sakhila Mirza	Nil	1,924	40,387	170,000	0.24	September 29, 2027
Naguib Sawiris(2)	47,820	Nil	1,003,818	170,000	5.90	Yes
Tertius Zongo	Nil	16,269	341,519	170,000	2.01	Yes

(1) The value of the shares reflects the closing price on the TSX on April 16, 2024, being the latest date practicable prior to the date of this Circular, of CDN\$29.03 converted to US\$ based on an exchange rate of \$0.7231.

(2) Based on information available to the Company, as of April 16 2024, being the latest date practicable prior to the date of this Circular, 45,087,141 shares are held by La Mancha Investments S.à r.l., 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.

1.3.9 ORIENTATION AND CONTINUING EDUCATION OF DIRECTORS

The Corporate Governance and Nominating Committee, through the Company Secretary, oversees the orientation and educational programme of all new Directors. The purpose of the orientation and educational programme is to ensure that all Directors have an appropriate understanding of the business of the Company, its operations and facilities, its Management and professional advisors, the duties of the Board and its members, and the legal and regulatory environment in which the Company operates.

Once a search process has concluded, 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, 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 ask any questions of our corporate brokers, our lead external legal counsel and our external auditor.

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 of the current issues in the mining industry, which may be paid for in part or in whole by the Company. During 2023, the Company circulated materials and provided access to on-line educational modules on topics including corporate governance (in particular, the UK Code, related party transactions and the new Failure to Prevent Fraud offence), executive compensation, financial reporting and strategy, succession planning, key accounting considerations, and risk assessment and disclosure.

1.3.10 COMMITMENT TO IMPROVING 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 and with 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.

Endeavour Mining plc

Part V

Board of Directors and Governance continued

1. BOARD OF DIRECTORS AND GOVERNANCE CONTINUED

1.3 CORPORATE GOVERNANCE CONTINUED

1.3.11 MANAGEMENT ASSESSMENT AND SUCCESSION PLANNING

The Company considers succession planning for critical positions such as the CEO, but also other senior Management, to be of paramount importance to risk mitigation and the continuity of the business strategy. The Company conducts annual appraisals in search of high-potential individuals, with those appraisals focused on the specific features or qualities necessary to replace a position one or more levels above the individual, or even laterally. Each Vice President level employee reviews the potential and performance of each team member annually and reports on the outcome to the Executive Committee so that an appropriate successor for each Management position can be identified. This enables the Executive Committee to have reliable intelligence on the pool of potential successors and the time horizon within which those persons might be appointed. Succession planning goes hand in hand with dynamic human resources management and the importance of demonstrating realistic progression opportunities in the field. Since 2016, the Company has maintained a programme known as 'growing local talents' which aims to identify key individuals in the Company who can be promoted to positions of greater responsibility, and the approach has yielded impressive results with at least four West African nationals being appointed to General Manager positions and numerous others being appointed to Management positions across the organisation. The Company has not currently identified an internal successor for the CEO position since Ian Cockerill has only just been appointed to the role but we will focus on developing two or three potential internal successors, who will be benchmarked as part of any CEO search, should the need arise in the future.

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.

In 2023, we undertook an internally facilitated Board evaluation by the Chair in conjunction with the Company Secretary. The evaluation acknowledged that the Board was operating well with good communication among Directors and the Non-Executive Directors were considered to be well informed and to provide constructive challenge to management. The Chair was considered to be inclusive, to manage the Board well and to promote a constructive atmosphere at meetings. The Board composition was deemed to be appropriately balanced, with strong diversity and with good expertise in the key areas for the Company and the strategy day held in September 2023 was thought to be very useful and productive. The 2024 Board evaluation will also be conducted internally and in accordance with the UK Code, another externally facilitated Board evaluation will be carried out in 2025.

The Board has established a process for the appointment or change in Directors in collaboration with the Corporate Governance & Nominating Committee. The process is led by the Chair, or if he or she is being considered for reappointment, by the Senior Independent Director.

Nominees for directorship are recommended to the Board by the Chair, CEO or Corporate Governance and Nominating Committee in accordance with the policies and principles set forth in its charter. The Corporate Governance & 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 it 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.

1.3.12 BOARD INTERLOCKS

The Corporate Governance & 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.

1.3.13 ETHICAL BUSINESS CONDUCT

A Code of Conduct and Business Ethics has been adopted by the Board and it applies to employees, Directors, contractors, agents and consultants and guides our internal interactions and our interactions with our stakeholders, including host communities and governments. 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 interests 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.

1.3.14 ANTI-HEDGING POLICY

Directors, Named Executive Officers ("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.

1.3.15 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 & 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 continue to consider diversity and the necessary skills and expertise required on the Board, at times when vacancies arise, or appointments are anticipated. If all nominees are elected, then 66% of the Board will be either women and/or ethnically diverse. Of the nine nominees for election, the Board would comprise four female members (representing 44% of the Board) and four members who are ethnically diverse, being Venkat (of Indian nationality), Sakhila Mirza (of British-Pakistani nationality), Naguib Sawiris (of Egyptian nationality) and Cathia Lawson-Hall (of French-Togolese nationality); ethnic diversity therefore also represents 44% of the Board. When considering future Board vacancies and nominations, the Board expects to continue to consider 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, has been 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;
• Ensuring remuneration is gender neutral, determined by expertise, experience and performance and is regularly reviewed against our peers in the industry;
• 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 developing 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;
• Actively promoting equal opportunity and gender equality at all levels of the Group; and
• Taking action to discourage discrimination, bullying and harassment of any description.

Endeavour Mining plc

Part V

Board of Directors and Governance continued

1. BOARD OF DIRECTORS AND GOVERNANCE CONTINUED

1.3 CORPORATE GOVERNANCE CONTINUED

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 opportunities 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 opportunities 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. We thereby ensure discriminatory practices or harassment are not tolerated and that any reported instances are formally investigated with appropriate disciplinary action taken. We expect all employees, as a condition of their 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 creates a healthy pool of candidates to support our planning and succession strategies.

We also have leadership programmes to identify top talent and to 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, on which we report 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 2023, we had a workforce of 16,212 people, comprised of 4,820 employees and 11,392 contractors. With regards to Endeavour's employees, 56% are nationals, 37% are from our host communities and 11% are women. 57% of our Senior Management are West African, comprising 51% nationals, 6% regional West African expatriates and 11.9% from our local communities.

We actively promote gender equality and empower our female talent. Endeavour strives to include female candidates for all key position openings and to 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, 22% of our new hires in 2023 were women. Overall, at the end of 2023, 11% of our employees were women, with 14% of those in Management roles and 13% in technical or supervisory roles. At the leadership level, 10% of our Executive Management Committee were women, and we had 21% women as direct reports to members of the Executive Management Committee.

1.3.16 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 talent, 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 & 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 the Board's nominees for election as Directors of the Company are elected, the Board will include four women representing 44% 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 & Nominating Committee, to make changes to the Board, to modify its size or composition.

As of the date of this Circular, there is a 10% representation of women on the Executive Committee.

No 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. We do however have a female Senior Independent Director and the Chairs of the Audit, Remuneration and ESG Committees are women. The Company makes appointments and hiring decisions in line with its Diversity Policy and continues to work on improving diversity.

1.3.17 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.

1.3.18 OTHER RELATIONSHIPS

It is expected that each Director is 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 to avoid potential conflicts of interest, the Board has adopted a policy that requires Directors to advise the Chair of the Board and Chief Executive in the first instance, followed by Board approval, prior to accepting any directorship of any other 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)
Alison Baker	Capstone Copper Corp. / Helios Towers plc / Rockhopper Exploration plc
Cathia Lawson-Hall	Universal Music Group N.V. and Vivendi S.A.
Naguib Sawiris	Orascom Investment Holding S.A.E
Venkat	BlackRock World Mining Trust plc
Tertius Zongo	Central Bank of West African States ("BCEAO")

1.3.19 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 Board considers the independence criteria in Provision 10 of the UK Code, which stipulates that circumstances which are likely to impair or could appear to impair, a Non-Executive Director's independence include whether a Non-Executive Director has served on the Board for more than nine years from the date of their first appointment. Nine years is therefore the Board's recommended maximum tenure period for its Independent Non-Executive Directors.

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

Endeavour Mining plc Notice of Annual General Meeting and Management Information Circular

Part V

Board of Directors and Governance continued

1. BOARD OF DIRECTORS AND GOVERNANCE CONTINUED

1.3 CORPORATE GOVERNANCE CONTINUED

1.3.20 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 African Minerals Limited from July 2013 to December 2014. Subsequent to his resignation from the board of that company, 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.

Mr. Venkatakrishnan was the Chief Executive Officer and executive director of Vedanta Resources Limited ("VRL") from 31 August 2018 to 5 April 2020. During that time, Mr. Venkatakrishnan was also a non-executive director of Konkola Copper Mines Limited ("KCM") in which VRL holds a majority shareholder position. In connection with an ownership dispute with VRL, ZCCM IH (a Zambian state-owned corporation that holds a minority interest in KCM) brought a petition before the Zambian High Court to have KCM wound up and an ex-parte petition to have a provisional liquidator appointed to manage KCM's affairs. The petition to have KCM wound up is currently stayed and KCM has been under the direction and control of a provisional liquidator since May 2019. It was reported in November 2023 that VRL and ZCCM IH entered into an agreement to reinstate the KCM board of directors and a withdrawal of all legal challenges in court, including the removal of the provisional liquidator.

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 nine Directors, of whom seven are independent within the meaning of Canadian securities laws and six 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 membership fees and Committee Chair fees, for all Non-Executive Directors other than the Board Chair and separate fees for the Board Chair (a flat cash only fee encompassing all Board and Committee responsibilities) and our approach is to not provide any Board or Committee meeting attendance fees, other meeting compensation, travel per diems or compensation 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. Committee fees may be paid only in DSUs. The Board has adopted a policy that Non-Executive Directors are not eligible for awards under the Company's performance share unit ("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. As further discussed in Part VI of this Circular under the heading "1.3 - Compensation Governance", the Committee seeks and considers advice from the Company's independent remuneration adviser, Willis Towers Watson. 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 2023 was as follows:

	2023 Value
Compensation Component	(US\$)
All-inclusive annual retainer for the Chair of the Board (paid in cash)(1)	530,000
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
Senior Independent Director fee(2)	140,000
Senior Independent Director fee (paid in cash)(3)	70,000
Committee fee for Chair of the Committee (only paid in DSUs)	40,000 for Audit
	40,000 for Remuneration
	30,000 for other Committees

(1) The Chair of the Board does not receive any Committee or Committee Chair fees.

(2) The SID fee payable to Mr. Cockerill in 2023.

(3) The SID fee payable to Alison Baker who took over the role of SID from Mr. Cockerill on September 27, 2023.

A total of \$2,256,703 was paid to the nine Non-Executive Directors serving as at December 31, 2023 with an aggregate pay mix of 73% cash and 27% 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.

Endeavour Mining plc

Part V

Board of Directors and Governance continued

1. BOARD OF DIRECTORS AND GOVERNANCE CONTINUED

1.3 CORPORATE GOVERNANCE CONTINUED

SUMMARY DIRECTOR COMPENSATION TABLE

The compensation earned by each of the Non-Executive Directors during the year ended December 31, 2023 is set out in the table below:

	Cash fees	Share-based	Option-based	All other	Total
	earned	Awards	awards	compensation	Compensation		Pay Mix
Name	(US\$)	(US\$)	(US\$)	(US\$)	(US\$)		(% cash – % DSUs)
Venkat	530,000	Nil	Nil	Nil	530,000	100%	0%
James Askew(1)	61,648	18,132	Nil	Nil	79,780	77%	23%
Alison Baker	188,269	80,000	Nil	Nil	268,269	70%	30%
Patrick Bouisset(2)	108,352	25,495	Nil	Nil	133,846	81%	19%
Ian Cockerill	170,000	230,000	Nil	Nil	400,000	43%	57%
Cathia Lawson-Hall(3)	44,368	5,220	Nil	Nil	49,588	89%	11%
Livia Mahler	119,000	151,000	Nil	Nil	270,000	44%	56%
Sakhila Mirza	170,000	20,000	Nil	Nil	190,000	89%	11%
Naguib Sawiris	170,000	Nil	Nil	Nil	170,000	100%	0%
Tertius Zongo	151,000	94,000	Nil	Nil	245,000	62%	38%
TOTAL	1,712,637	623,847	Nil	Nil	2,336,483	73%	27%

(1) Mr. Askew stepped down from the board on May 11, 2023.

(2) Mr. Bouisset joined the Board on May 11, 2023.

(3) Ms Lawson-Hall joined the Board on September 27, 2023.

OUTSTANDING SHARE-BASED AWARDS

The following table shows all outstanding share-based awards held by the Non-Executive Directors as at December 31, 2023.

			Payout value of vested
	Number of share-based	Payout value of share	share-based awards that
	awards that have not	based awards that have	have not been paid out
Name	vested (#)(1)	not vested (US\$)	(US\$)(1)
Venkat	Nil	Nil	Nil
James Askew(2)	Nil	Nil	Nil
Alison Baker	Nil	Nil	249,053
Patrick Bouisset(3)	Nil	Nil	26,517
Ian Cockerill	Nil	Nil	412,308
Cathia Lawson-Hall(4)	Nil	Nil	5,174
Livia Mahler	Nil	Nil	829,529
Sakhila Mirza	Nil	Nil	26,063
Naguib Sawiris	Nil	Nil	Nil
Tertius Zongo	Nil	Nil	337,447
TOTAL	Nil	Nil	1,886,091

(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, 2023 of CDN\$29.77, converted to US\$ based on an exchange rate of \$0.7551.

(2) Mr. Askew stepped down from the Board on May 11, 2023.

(3) Mr. Bouisset joined the Board on May 11, 2023.

(4) Ms Lawson-Hall joined the Board on September 27, 2023.

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, 2023. No other share-based awards are granted to Non-Executive Directors.

	Share-based
	Awards
Name	(US\$)
Venkat	Nil
James Askew(1)	18,132
Alison Baker	80,000
Patrick Bouisset(2)	25,495
Ian Cockerill	230,000
Cathia Lawson-Hall(3)	5,220
Livia Mahler	151,000
Sakhila Mirza	20,000
Naguib Sawiris	Nil
Tertius Zongo	94,000
TOTAL	623,847

(1) Mr. Askew stepped down from the Board on May 11, 2023

(2) Mr. Bouisset joined the Board on May 11, 2023

(3) Ms Lawson-Hall joined the Board on September 27, 2023

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, the STIP and awards under the Executive longterm 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 considerable time in the field. Direct contact and time in the country with local management, the workforce and host communities and governments is essential for maintaining and strengthening in-country relationships and partnerships across four operating mines, two advanced-stage organic growth projects and a large portfolio of exploration assets across the Birimian Greenstone belt. Therefore, Endeavour has embraced an operating philosophy that its executives should be engaged frequently with and be in proximity to its business interests and extensive team in West Africa. During 2023, 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 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 are discussed in Part V of this Circular under the heading "1.3.7 - Committees of the Board – Remuneration Committee". The Committee is currently comprised solely of Non-Executive Directors, all of whom are independent, Ms. Mahler (Chair), Ms Baker, Ms Lawson-Hall and Mr. Zongo. In order to have full information in making its decisions, the Remuneration Committee regularly invites the Chair of the Board and members of Management (as well as its independent remuneration adviser, Willis Towers Watson) to attend meetings, to provide reports and updates. The Company Secretary attends meetings as secretary to the Remuneration Committee. At the invitation of the Chair of the Remuneration Committee, other Management attendees sometimes include the CEO, EVP Human Resources and SVP Finance, Treasury and Tax. 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 UK Code, any relevant legacy contractual obligations and its North American heritage.

The Remuneration Committee seeks and considers advice from independent remuneration consultants where appropriate. Remuneration consultants are engaged by and report directly into the Committee. Willis Towers Watson was appointed by the Remuneration Committee in September 2020 as the independent remuneration adviser in contemplation of the London listing, and their mandate was renewed for the 2021, 2022 and 2023 financial years. Prior to the London listing, the Remuneration Committee engaged Mercer (Canada) Limited, an independent consultant, to provide commentary and analysis to Endeavour in aligning its approach to compensation with typical market practices in the mining industry and in the general marketplace.

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 Annual General Meeting. Such interaction with Shareholders on the subject of remuneration, continues on an ongoing basis via representatives of the Remuneration Committee, the Board and Management.

We have placed a strong focus on improving our governance procedures further this year and have now made a change to our Remuneration Policy, which means that we are in compliance with Provision 38 of the UK Code. Provision 38 states in respect of executive directors that "only basic salary should be pensionable." Previously under our Remuneration Policy, the former CEO and the workforce received a pension contribution of 6% of their annual Short Term Incentive Plan ("STIP") payment in addition to 6% of basic salary. At the 2023 Annual General Meeting, an amendment to the Remuneration Policy was put to the vote regarding the pension contribution paid by the Company to Executive Directors, to change the calculation methodology and this was approved by 98.24% of votes. As a result, with effect from 1 April 2023, the pension contribution for Executive Directors (and that of the UK workforce) is calculated as 10% of base salary only and there is no element relating to variable pay.

This year, as she does every year, the Chair of the Remuneration Committee has also begun follow-up engagement with proxy advisers and shareholders in preparation for the Annual General Meeting season, to seek feedback and to answer any questions.

In 2023, the Company undertook an internally facilitated evaluation of the Remuneration Committee and the meetings of the Remuneration Committee were assessed to be effective.

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 2023 pay mix of each NEO is represented in a graphic under their respective profile starting under the heading "1.15 – 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.

Endeavour Mining plc Notice of Annual General Meeting and Management Information Circular

Part VI

Executive Compensation Discussion and Analysis continued

1.4 COMPENSATION RISK OVERSIGHT CONTINUED

• 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 applies in 2024, which requires its senior executives to achieve and maintain minimum shareholding thresholds. The ownership requirements are:
• CEO Pursuant to the Remuneration Policy, the CEO is required to acquire and hold shares equal in value to a minimum of 300% of his base salary.
• Senior executives Senior executives (EVPs) are currently required to acquire and hold shares equal in value to 200% of the amount of their respective base salaries within five years of being appointed an EVP.

As of December 31, 2023, all NEOs have met, or are on track to meet (within five years of their employment), the shareholding requirement. Only shares held outright by an NEO will count towards the mandatory minimum requirement; PSUs, performance shares, and other share-equivalent instruments, if applicable, do not count. The following table shows the total shares in the Company, EGC Tracker Shares(1), and PSUs held by each of the Company's NEOs as of December 31, 2023, based on information provided by each of them, along with the value of the shares as of December 31, 2023:

		EGC Tracker		Value of Shares	Base Salary (as at Dec. 31,	Coverage Ratio of Shares to	Share Ownership Guideline Met (or Prescribed
Name	Shares Held(2)	Shares Held(3)	PSUs Held (#)	(US\$)(4)	2022) (US\$)	Salary	Deadline)
Sébastien de Montessus(5)	1,157,466	102,328	679,812	28,317,287	1,600,000	12.67	Yes
Mark Morcombe	208,511	Nil	220,003	4,687,187	550,000	8.52	Yes
Guy Young	7,617	Nil	96,252	171,225	570,000	0.30	On Track
Joanna Pearson(6)	Nil	Nil	Nil	Nil	Nil	0.00	N/a
David Dragone	65,432	Nil	132,848	1,470,867	480,000	3.06	Yes
Morgan Carroll	164,448	Nil	135,001	3,696,680	450,000	8.21	Yes

(1) 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 include the 2021 vested grant and equivalent of Endeavour Mining plc shares subsequently issued after vesting.

(3) EGC Tracker Shares represent the 2020 Grant that vested on December 31, 2023. 102,328 EGC Tracker Shares were subsequently set off to effect clawback after year-end following the termination of the former CEO.

(4) The value of the shares reflects the closing price on the TSX on December 31, 2023 of CDN\$29.77, converted to US\$ based on an exchange rate of \$0.7551.

(5) 721,843 Endeavour Mining plc shares held in a family trust, of which the former CEO is not a beneficiary, as described in the 2021 Listing Prospectus. The balance of 37,585 shares were the deferred part of his 2022 STIP award (deferred for two years into shares). These 37,585 shares were subsequently forfeited after year-end on the termination of the former CEO. The 679,812 PSU equivalents were re-purchased by way of set-off to effect clawback after year-end following the termination of the former CEO.

(6) Ms. Pearson resigned as Executive Vice President and Chief Financial Officer of Endeavour effective March 17, 2023.

1.5 ELEMENTS OF NEO COMPENSATION

Compensation of NEOs for the year ended December 31, 2023 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 2023, 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 2023 net free cash flow of US\$5M(1)
	• Achieving 2023 AISC guidance of <911/oz
	• Achieving 2023 production guidance of 1.060Moz – 1.135Moz
	• ESG - RGMP compliance at two additional mines ESG - level of female recruitment across the group of 15% during 2023
	• ReCYN Commissioning date by December 31, 2023 and (BIOX) Wartsila Power Plant to provide commissioning power by December 31, 2023 and dry commissioning of the main crusher
	• Replace average depletion measured over 2021 and 2022
	• Total Recordable Injury Frequency Rate decreasing by 5% vs. FY2022
	• Adding 2.0Moz Indicated resources at Tanda Iguela
	(1) Net free cash flow is before shareholder returns (dividends and buybacks) growth capital expenditure and other adjustments in line with calculation methodology approved by the Remuneration Committee.
	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 2023 bonus are discussed below under the heading "1.8 – 2022 STIP Criteria and Scorecard" in Part VI of this Circular.
	The Company awarded 2023 cash bonuses on the basis of Group performance targets that included: the Company achieving production, cost and free cash flow guidance, project, ESG, safety and Group exploration targets. See the scorecard and graphic under the heading "1.8 –2023 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 "1.10 – 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, financial assistance, housing and car allowances and payment of certain gross up taxes by the Company on behalf of certain employees.

Part VI

Executive Compensation Discussion and Analysis continued

Compensation of NEOs for the year ended December 31, 2023 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 200%), and 75% of salary for all other NEOs (with a maximum of 100%). If minimum threshold performance levels are not met under the targets set, no bonuses will be paid.

1.8 2023 STIP CRITERIA AND SCORECARD

The scorecard below captures the Company's key performance indicators for 2023 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 teamwork ahead of individual personal goals. Details of how those factors were measured in 2023 appear in the following scorecard:

	Criteria(1)(2)	Weighting	Target	Actual Achievement	Actual Score(3)
	Production	12.5%	Achieve 2023 guidance	1,072 Moz	8.0%
			of 1,106 Moz –1,135 Moz.	Above threshold
	AISC	12.5%	Achieve 2023 guidance	\$937/oz	8.0%
			of <911/oz(4)	Above threshold
	Net Free Cash Flow(5)	20%	Achieve 2023 net free cash flow of US\$5M(1)	Below threshold	0%
Group Targets	ESG – RGMP compliance(6)	7.5%	Two additional mines fully compliant	Achieved Max	12.5%
	ESG – Female recruitment	7.5%	15% across the group	21%	12.5%
				Achieved Max
	Safety – injury frequency rate(6) (%)	15%	Total Recordable Injury Frequency	0.88	0%
			Rate (TRIFR) (LTI + RWI + MTI) decrease by 5% vs. 2021	Below Threshold
	Projects	15%	ReCYN Commissioning and (BIOX)	Achieved Max	25.0%
			Wartsila Power Plant to provide
			commissioning power by 31 December 2023
	Exploration targets	5%	Add 2.0Moz Indicated resources	Achieved Max	8.5%
			for the Endeavour Group
	Exploration – replacement	5%	Replace average depletion	Achieved Max(7)	8.5%
			measured over 2022 and 2023
	Total	100%			83%

(1) Measures are interpolated where applicable.

(2) Quantitative elements of the measures where updated for M&A activity during the course of the year, in line with the methodology approved by the Committee.

(3) The annual bonus assesses individual performance by way of a multiplier of 0 - 1.67x applied to the target bonus opportunity. The former CEO had a target bonus of 150% of salary and based on calculated performance during the course of 2023, the Committee validated the multiplier of 0.83x to his scorecard outcome.

(4) Adjusted for \$1,500/oz royalties and contributions linked to gold price.

(5) Net free cash flow is before shareholder returns (dividends and buybacks), growth capital expenditure and other adjustments in line with calculation methodology approved by the Committee.

(6) TSF – a reportable event that warrants public disclosure would result in zero for ESG.

(7) In December 2023, a third-party PFS was completed on the Tanda-Iguela project, based on drill results up to September 2023, which validated further reserves and the achievement of this metric. During the development of the study, drilling continued, and material discoveries were made that warranted a press release in November 2023. Given the significant discoveries from the original research and potential changes to the project's overall economics, a new study was initiated and is anticipated to be completed during 2024.

48

Endeavour Mining plc

The 2023 annual incentive (STIP) bonuses were paid in cash as disclosed below:

	TARGET 2023 BONUS (US\$)		2023 ANNUAL
			BONUS	ACTUAL 2023
			AWARD (US\$)	BONUS AS % OF
NAME AND PRINCIPAL POSITION(1)	TARGET %	TARGET AMOUNT	ACHIEVEMENT	SALARY
Sébastien de Montessus, former CEO(2)	150%	\$2,400,000	\$1,992,000	125%
Guy Young(3), EVP and Chief Financial Officer	75%	\$359,568	\$276,687	58%
Mark Morcombe, EVP and Chief Operating Officer	75%	\$412,500	\$316,388	58%
David Dragone EVP HR and Communications	75%	\$360,000	\$276,120	58%
Morgan Carroll, EVP Corporate Finance and General Counsel	75%	\$337,500	\$258,863	58%

2023 BONUS OUTCOME FOR THE FORMER CEO:

Final Outcome (\$)	1,992,000
as % of salary	125%
as % of maximum	50%

Notes to table:

(1) Joanna Person resigned on March 17, 2023 and was not eligible for a 2023 annual incentive bonus.

(2) Any entitlement Sébastien de Montessus had to 2023 STIP lapsed on his termination on January 4, 2024.

(3) Guy Young joined the Company on February 27, 2023 and his 2023 annual incentive bonus was prorated to his start date.

1.9 STIP MATRIX FOR 2024 AWARD

2024 MEASURES(1)	WEIGHTING %(2)	THRESHOLD	TARGET	MAXIMUM
Net free cash flow(3)	20.0%	At the low end of	At budget target , based	At the high end of
		guidance	on \$1,500/oz	guidance at \$1,500/oz
Production	12.5%	Within guidance	1,260koz	Beat high end of guidance
AISC(4)	12.5%	Within guidance	\$995/oz(3)	Beat low end of guidance
ESG: Malaria	7.5%	Malaria achieve an	Malaria achieve an	Malaria achieve an
infections		infection ratio of	infection ratio of	infection ratio of
		(325/1000) per employee	(300/1000) per employee	(275/1000) per employee
ESG: plastic consumption	7.5%	reduce consumption of single-use plastic	reduce consumption of single-use plastic	reduce consumption of single-use plastic water
		water bottles by 60%	water bottles by 65%	bottles by 70% at our site's
		at our site's vs FY2022	at our site's vs FY2022	vs FY2022 Baseline + Ban
		Baseline	Baseline + Complete a	single-use plastic bottles
			Feasibility study on one	in regional and corporate
			recycling project	offices + Complete a
				Feasibility study on one
				recycling project
Health and Safety	15.0%	Zero Major Environmental	Threshold and all sites	Target + Complete
(fatality = zero)(5)(6)		events and no fatality	Emergency Response	6 Visible Felt Leadership
		+ TRIFR group average	Team qualify and	Inspection at our
		for FY2023 and FY2024	compete in FY2024	operating sites per EVP
		below mid-point of peer group	Company Mine Rescue Competition	during FY2024 visit (Excl. COO)
Projects	15.0%	BIOX and Lafigué first	Threshold + Tanda Iguela	Target + Ity Primary Sizer
		gold pour in line with	PFS completed during	commissioned before
		market guidance	FY2024	31 December 2024
Exploration(8):	10.0%	Miss target by <10%	Meet target	Exceed target by >10%
Average depletion
over 2022, 2023
and 2024(7)

(1) Objectives based on portfolio and status quo as at January 1, 2024.

(2) Weightings are interpolated where applicable.

(3) Adjusted to a realised gold price of \$1,500/oz, before shareholder returns, growth capex, debt repayments and other adjustments outlined in the Group's methodology approved by the Remuneration Committee.

(4) Based on a gold price of \$1,500/oz.

(5) Reduce consumption of single-use plastic bottles at our mine sites versus 2022 baseline.

(6) Same peer group as 2024 LTIP TSR Objective.

(7) In FY2024 Company Mine Rescue Competition.

(8) On a contained ounce basis.

Endeavour Mining plc

Part VI

Executive Compensation Discussion and Analysis continued

1.10 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 plans (the "Current 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 Current EDV Plans being approved by shareholders (which occurred 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 continued to be effective after the effective date of the London listing but participants are 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 2021 at a ratio of 0.32, Grant 2022 at a ratio of 0.37 and Grant 2023 at a ratio of 0.45.) 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 2021 onwards the TSR comparator group is comprised of the top global gold producers(1).

The relative influence of TSR and operational/strategic performance indicators on 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 2021, (ii) 0 to 1.50 for Grants in 2022, and (iii) 0 to 1.50 for Grants in 2023 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.

(1) Newmont, Barrick, Anglogold, Polyus, Agnico Eagle, Kinross, Newcrest, Polymetal, Northern Star, Harmony, B2 Gold, Centerra Gold, Yamana, Evolution Mining, IAMGold, Centamin, SSR Mining, Equinox and Goldfields.

Grant 2021 • Performance for any individual award is measured by the 50% 0 to 1.5 Awarded January, total shareholder return over the vesting period of the 31, 2023 2021(1)(2) Company against the relevant top global gold producers • Achieving aggregate production (over the entire vesting 25% 0 to 1.5 period of an Award 2021-2023) against the guidance production for the same period • One major capital project is commissioned within the 12.5% 0 to 1.0 vesting period, where a major capital project is defined as a project with total capital costs equal to or greater than \$200 million • A carbon reduction strategy is in place and at least 12.5% 0 to 1.0 one solar plant (or other substitute renewable energy project) is commissioned within the vesting period Grant 2022 • Performance for any individual award is measured by the 25% 0 to 1.5 Awarded January, total shareholder return over the vesting period of the 31, 2024 2022(1) Company against the relevant top global gold producers • Deliver shareholder returns strategy subject to the 25% 0 to 1.5 disclosed plan for the 2022-2024 period • Achieve Net Debt/EBITDA ratio of <0.3x in 2024 10% 0 to 1.5 • Achieving aggregate production from BIOX® and Lafigué 12.5% 0 to 1.5 projects within guidance for the 2024 financial year • An additional 10Moz of Indicated resources for the 12.5% 0 to 1.5 Endeavour Group to be discovered from 2021 to 2024 • As part of the overall CO2 emission reduction strategy, 7.5% 0 to 1.5 accelerate deployment of equivalent solar power capacity to replace existing diesel Genset capacity (construction complete or PPA signed) • All TSFs compliant with ICMM Standard 7.5% 0 to 1.5 Grant 2023 • Performance for any individual award is measured by the 25% 0 to 1.5 Awarded January, total shareholder return over the vesting period of the 31, 2025 2023(1) Company against the relevant top global gold producers • Deliver shareholder returns strategy subject to the 25% 0 to 1.5 disclosed plan for the 2021-2023 period • Achieve Net Debt/EBITDA ratio of <0.3x in 2024 10% 0 to 1.5 • A new Pre Feasibility Study published by 31 December 12.5% 0 to 1.5 2025, with upfront CAPEX of at least \$200m and increasing the Group's current average operating mine life • 5 year Exploration Strategy achieved 15% 0 to 1.5 • The group will work towards ISO 14 001 / ISO 45 000 12.5% 0 to 1.5 certification and continue with overall CO2 emission	Executive LTIP Grant	Performance Criteria	Weighting	Multiplier	Vesting Date
					December
					December
					December
		reduction strategy

(1) Objectives based on the Group's mine portfolio and status quo as at the start of the vesting period.

(2) Newmont, Barrick, Anglogold, Polyus, Agnico Eagle, Kinross, Newcrest, Polymetal, Northern Star, Harmony, B2 Gold, Centerra Gold, Yamana, Evolution Mining, IAMGold, Centamin, SSR Mining, Equinox and Goldfields.

Part VI

Executive Compensation Discussion and Analysis continued

1.10 LONG-TERM INCENTIVE PROGRAM CONTINUED

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 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 2021, 2022 and 2023, 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 2021 to 2023 awarded to the NEOs as of December 31, 2023 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 65 and the scorecard for Grant 2021 is set out below under the heading "2021 LTIP Scorecard".

In Q2 2020, an additional award (Grant 2020B) was granted to Executives and senior Management. 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. Grant 2021B is aimed at retention of the eligible participants, who were deemed important from a leadership and contribution perspective as the business grows. Grant 2021B vested on December 31, 2022, 18 months after the date of grant, provided that the participant was still employed at that date and was not subject to any termination procedure. The former CEO was not a participant in either Grant 2020B or Grant 2021B.

Executive LTIP Grant	Number of PSUs (Equivalents) under the UK Executive Plan	Number of PSUs under the Non UK Executive Plan
Grant 2021	643,759	231,909
Grant 2022	225,369	589,828
Grant 2023	174,995	711,418

1.11 2021 LTIP SCORECARD

For Grant 2021, which vested on December 31, 2023, the actual performance versus the original performance conditions are set out in the table below. An overall performance multiplier of 125%, representing the maximum outcome.

Grant 2021 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. As has been the case over the last ten years.

The TSR performance was based on a peer group of 20 comparable peers (Including Endeavour).

Performance Condition(1)	Target or Peer Group Actual	Endeavour Actual	Target Weighting and Multiplier	Actual Performance
Relative TSR	• Threshold: Lower quartile	Maximum achieved:	0 to 1.5	1.5*50%
measured from January 1, 2021 to December 31, 2023 against Peer group(2)	among the comparator peer group • Above mid-point among the comparator peer group	Ranked 3 out of 20	50%	= 75%
(3) (6)	• Maximum: Top 20 Percentile in TSR among the comparator peer group
ESG A carbon	• Target: A carbon reduction	Target met:	0 to 1.0	1.0*12.5%
reduction strategy is in place	strategy is in place with at least one solar plant or other substitute renewable energy plant commissioned within the vesting period	The agreement ("MoU") was concluded on 31 December 2023 between SONABEL, Houndé Gold Operation SA ("HGO SA") and Semafo Burkina Faso SA ("Mana SA")	12.5%	= 12.5%
Achieve aggregate	• Target: >740koz	Target met:	0 to 1.5	1
production against guidance for the same period		4,008koz	25%	1.5*25% = 37.5%
Maintaining a Net One major capital project commissioned within the vesting period(4)	• Target: 31 December 2023	Target met: December to 30 April 2024 (Lafigué Project)	0 to 1.0	N/A
Total(5)				125%

(1) Quantitative elements of the measures were updated for M&A activity during course of the vesting period, in line with the methodology approved by the Committee.

(2) TSR weightings were subject to a multiplier of 150% applied if maximum was exceeded, being the core objective over this period that reflected the delivery of shareholder value.

(3) Overall, the Group was ranked third out of 20 mining companies, its Relative TSR was measured from January 1, 2021 to December 31, 2023 against the Company's peer group. As of December 31, 2023, the Group had achieved a -3% total shareholder return during the three-year vesting period.

(4) The vesting period of this single metric has been extended by four months at the discretion of the Remuneration Committee to April 30, 2024, due to the KPI for this metric having not yet been achieved. The Board approved the metric prior to the acquisition of Teranga Gold Corporation and management subsequently agreed to stagger and therefore delay the project development schedule for the Lafigué and the BIOX®plant projects (which were being worked on concurrently at the time) due to the pressures of inflation, the need for enhanced study-based confidence after the Teranga acquisition and the effects of other macro-related issues.

(5) The impact of share price movement over the vesting period in respect of the former CEO's 2021 LTIP aware was CAD 611,864 based on the difference between the price on grant (CAD 28.2328) and the price on vesting (CAD 29.77).

(6) For TSR purposes, the comparator peer group for Grant 2021 included Gold Fileds, Yamana Gold, Endeavour Mining, Newmont, Harmony Gold, Northern Star Resources, Barrick, B2Gold Kinross, Anglogold Ashanti, Agnico Eagle Mines, SSR Mining, Centamin, Evolution Mining IAMGold Corp, Newcrest Mining, Centerra Gold,Equinox Gold Corp, Polymetal International and Polyus.

Part VI

Executive Compensation Discussion and Analysis continued

2024 MEASURES(1)	WEIGHTING(2)	THRESHOLD	TARGET	MAXIMUM
TSR – Performance (Rank 1-20)(3)(4)	25%	Ranked 10th place	Ranked 10th to 6th place	Top 5 performers
Dividends(2)(5)	25%	\$500m	\$600m	\$700m
Net debt	10%	<0.5x	<0.5x	≤0.2x
Projects	12.50%	SGO Solar Project Completed	Threshold + Tanda Iguela DFS completed	Target + Grid Connection at Sabodala or alternative carbon reduction project at a group site, approved by the board(6)
Exploration(7)	12.50%	2.0 Moz Measured & Indicated resource	3.0 Moz Measured & Indicated resource	4.0 Moz Measured & Indicated resource
ESG: Biodiversity	15%	Close 50% of the GAP assessment with regards to Taskforce on Nature-Related Financial Disclosures ("TNFD")	Close 55% of the GAP assessment with regards to TNFD + Protect & Preserve 1800ha for the group (In-situ + Ex-Situ)	Close 60% of the GAP assessment with regards to TNFD + Protect & Preserve 1800ha for the group (In situ + Ex Situ) + Progressive Reclaim 300ha for the group

1.12 LTIP MATRIX FOR 2024 AWARD

(1) Objectives based on portfolio and status quo as at January 1, 2024.

(2) Weightings are interpolated where applicable.

(3) Measured against grant price over the vesting period. Subject to averaging pricing mechanism and backward looking average, in line with UK best practice.

(4) Peer group as defined by Remuneration Committee.

(5) Delivers Shareholder Returns Strategy as defined by the plan (dividends only) for the 2023-2025 period. Excludes any special dividends associated with M&A.

(6) Connection at Sabodala or alternative carbon reduction project at a Group site, approved by the Board.

(7) A new greenfield project added to the portfolio through M&A or discovered through the Group's exploration permit portfolio.

1.13 SHARE PERFORMANCE AND NEO COMPENSATION (A) TSR PERFORMANCE GRAPH

The following performance graph shows the total shareholder return over the five-year period ended December 31, 2023, for Endeavour shares compared to the S&P/TSX Composite Index, the S&P/TSX Global Gold Index and the price of gold. The graph and the table below show what a C\$100 investment made in Endeavour shares, the S&P/TSX Composite Index, S&P/TSX Global Gold Index or gold at the end of 2018 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

	YE2018 (December 31)	YE2019 (December 31)	YE2020 (December 31)	YE2021 (December 31)	YE2022 (December 31)	YE2023 (December 31)
Endeavour TSR	100	110	133	124	130	133
S&P/TSX Global Gold Index	100	140	168	156	149	153
S&P/TSX Composite Index	100	119	122	148	135	146
Price of Gold	100	118	148	143	142	161

For the five-year period ended December 31, 2023, Endeavour has performed in line with the S&P/TSX Composite Index and has seen a total shareholder return of 133%, which excludes returns delivered through dividends to shareholders and share buybacks. Endeavour slightly underperformed the S&P/TSX 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

	YE2018 (December 31)	YE2019 (December 31)	YE2020 (December 31)	YE2021 (December 31)	YE2022 (December 31)	YE2023 (December 31)
Endeavour TSR	100	110	133	124	130	133
S&P/TSX Global Gold Index	100	140	168	156	149	153
S&P/TSX Composite Index	100	119	122	148	135	146
Price of Gold	100	118	148	143	142	161
NEO Total Compensation	100	93	89	151	87	108
Chief Executive Total Compensation	100	79	66	266	122	118

The Remuneration Committee strives to balance operational performance, financial results and TSR when determining NEO compensation. From December 31, 2018 to December 31, 2023, our share price increased by 33%. Our share price was in line with the S&P/TSX Composite Index (which increased by 46% 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 up by 8% and the former CEO's compensation increased by 18%.

1.14 EXECUTIVE DIRECTORS' REMUNERATION POLICY

As an LSE-listed company, Endeavour has adopted a Directors' Remuneration Policy which outlines our remuneration framework that applies to Executive Directors and Non-Executive Directors. The Policy received shareholder approval and became effective from May 24, 2022, the date of the last 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. The Company put forward a resolution at the Annual General Meeting in 2023 to make one amendment to our Remuneration Policy, to change the calculation methodology for pension contributions (as more particularly set out in Part II of this Circular). The resolution has been passed with 98.24% of votes in favour and as a result, Company pension contributions for all UK employees, including the CEO, are now calculated solely as a percentage of base salary (at 10%) and the STIP is no longer pensionable in any respect. This change took effect for contributions made for the period after April 1, 2023.

Part VI

Executive Compensation Discussion and Analysis continued

1.14 EXECUTIVE DIRECTORS' REMUNERATION POLICY CONTINUED REMUNERATION POLICY TABLE FOR EXECUTIVE DIRECTORS

Base Salary	• Typically reviewed annually, with any increases normally effective from 1 January.
	• Base salaries take account of role, experience, business performance, the external environment,
	salary increases for the wider workforce and salary levels at global competitors.
	• Increases are made in the context of the broader pay environment or where there is a significant
	change in role, bearing in mind the growth and complexity of the business.
	• No recovery or withholding applies.
	• The current base salary of the Executive Director is \$1,200,000.
Benefits	• Provision of benefits such as inclusion in car schemes, private health and life insurance,
	relocation allowance.
	• The current CEO's service contract entitles him to health insurance for himself and his family and
	life and disability cover for himself and a living allowance.
	• There is no overall maximum.
Pension	• 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.
	• The employer contribution is a maximum of 10% of base salary which applies to both Executive
	Directors and the UK workforce, in compliance with provision 38 of the UK Code.
Short-Term	• The purpose is to provide alignment between the successful delivery of the short-term annual
Incentive Plan	strategic business priorities and reward.
	• The bonus is earned 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 is deferred into shares for a period of two years. Dividend equivalents may be
	accrued on deferred shares.
	• The bonus is based on a combination of financial, operational and strategic and
	individual measures.
	• Performance measures and weightings are reviewed annually to ensure they continue to support
	the Company's strategic priorities.
	• The Remuneration Committee retains discretion to adjust bonus outcomes to ensure they are
	reflective of underlying business performance and any other factors but will consult with major
	shareholders before use of any material discretion. Malus and clawback discretions may also apply.
	• Maximum bonus potential of 250% of salary. The maximum bonus potential for the current CEO is 200% of base salary.
Long-term	• The aim is to incentivise and reward Management over the long term for sustained delivery of the
Incentive Plan	business strategy and shareholder value and provides longer term alignment with the shareholder
	experience.
	• LTIP awards will typically be granted annually and may be in the form of performance share units
	or such other structure as the Remuneration Committee determines.
	• Vested shares are subject to a holding period of two years.
	• Dividend equivalents may be accrued on shares.
	• LTIP awards are based on a combination of financial, shareholder return and strategic performance
	measures which are aligned with the business priorities, usually measured over a minimum
	three-year period.
	• The targets, measures and weightings are determined annually by the Remuneration Committee.
	• For threshold performance, typically payment starts at no higher than 33% of maximum award.
	• The Remuneration Committee retains discretion to adjust the vesting level, based on a review
	of underlying performance of the Company.
	• Annual awards at 400% of base salary, with a potential 1.5x vesting multiplier set at the time of the
	grant of the award to take the maximum vested opportunity to 600%, in the event that all performance
	conditions are exceeded. For the current CEO the 2024 target award is set at 300% of base salary,
	with a maximum vested opportunity of 450% in the event that all performance conditions are exceeded.

Shareholding	• To provide alignment between the interests of shareholders and Executive Directors over the
Policy	longer term.
	• Shareholding guidelines are a minimum of 300% of salary for the current CEO. If appointed,
	shareholding guidelines for other new Executive Directors will also be at least 300% of salary.
	• Executive Directors are expected to build up to their shareholding guideline within a five year period from their date of appointment to the Board.
	• All Executive Directors are required on cessation, to hold the lower of (i) their shareholding at the date of termination of their employment or (ii) shares equivalent to the minimum share ownership guideline at that date. This must be retained for one year post-employment and thereafter, at the level of 50% until two years post-employment.
Payments for loss	• For Executive Directors the Company may require the Director to work their notice period or may
of office	choose to place the individual on "garden leave". Payment in lieu of notice may be made for the unexpired portion of the notice period which is limited to base salary (and benefits but not pension contributions in the case of the CEO) and is subject to mitigation. No payments for loss of office were made to Executive Directors during the year.
Malus and	• All grants are subject to Malus and Clawback provisions as defined in the plan.
Clawback

1.15 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 is currently comprised of the CEO, Executive Vice President and Chief Financial Officer, Executive Vice President and Chief Operating Officer, Executive Vice President, Exploration, Executive Vice President, Corporate Finance & General Counsel, Executive Vice President, Public Affairs and Security, Executive Vice President, HR and Communication, Executive Vice President, Strategy and Business Development, Executive Vice President, ESG and Supply Chain, and Executive Vice President, Projects. 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, either in London, 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.

2023 NAMED EXECUTIVE OFFICERS

For 2023 the NEOs were as follows:

Sébastien de Montessus	CEO
Guy Young	Executive Vice President and Chief Financial Officer
Mark Morcombe	Executive Vice President and Chief Operations Officer
Morgan Carroll	Executive Vice President, Corporate Finance & General Counsel
David Dragone	Executive Vice President HR and Communication
Joanna Pearson(1)	Executive Vice President and Chief Financial Officer

Profiles for each of the NEOs as of December 31, 2023 follow.

(1) Ms. Pearson was an NEO for the year ended December 31, 2022. Ms. Pearson has stepped down from her position as Executive Vice President and Chief Financial Officer effective March 17, 2023. Guy Young was appointed CFO of Endeavour effective March 17, 2023.

Endeavour Mining plc

Part VI

Executive Compensation Discussion and Analysis continued

1.15 NAMED EXECUTIVE OFFICERS CONTINUED

SÉBASTIEN DE MONTESSUS

PRESIDENT, CHIEF EXECUTIVE AND DIRECTOR

Sébastien de Montessus joined Endeavour in November 2015 as President. He was appointed Chief Executive in June 2016 and terminated on January 4, 2024.

2023 Salary

\$1,600,000

2023 STIP

\$1,992,000(1)

2023 LTIP

\$4,217,600(1)

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 2023 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 2023 STIP scorecard for a list of results and achievements.

(1) These were forfeited on termination

MARK MORCOMBE EXECUTIVE VICE PRESIDENT AND CHIEF OPERATIONS OFFICER

Mark Morcombe joined Endeavour on May 6, 2019 as EVP and COO.

2023 Salary \$550,000

2023 STIP \$316,388

2022 LTIP

\$1,449,800

KEY RESPONSIBILITIES

• Responsibility for all operations.
• Overseeing mine planning and all operating KPIs.
• Responsible for health and safety at mine sites.
• Professionalisation of Operations Group functionality.

KEY 2023 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 2023 STIP scorecard for a list of results and achievements.

2023 Direct Compensation Earned (only salary was paid due to forfeiture of 2023 STIP and 2023 LTIP on termination)

2023 Direct Compensation Paid

Endeavour Mining plc

EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER

Guy Young joined Endeavour on February 27, 2023 as EVP and Chief Financial Officer.

2023 Salary

\$479,425

2022 STP

\$276,687

2023 LTIP

\$1,126,890

KEY RESPONSIBILITIES

• Responsibility for all Finance, Accounting, Treasury and Tax functions.
• Professionalisation of Finance functions, reporting systems and administration to meet growth objectives.

KEY 2023 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 2023 STIP scorecard for a list of results and achievements.

2023 Direct Compensation Paid

DAVID DRAGONE

EXECUTIVE VICE PRESIDENT HR AND COMMUNICATIONS

David Dragone joined Endeavour on September 26, 2022 as EVP HR and Communications.

2023 Salary \$480,000

2023 STIP \$276,120

2023 LTIP \$948,960

KEY RESPONSIBILITIES

• Overall responsibility for the Group HR function including recruitment, remuneration and reward, employee training and development, mediating any employment disputes and ensuring the Group's compliance with employment law.
• Leadership and oversight of internal and external Group Communications.

KEY 2023 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 2023 STIP scorecard for a list of results and achievements.

2023 Direct Compensation Paid

Endeavour Mining plc

Part VI

Executive Compensation Discussion and Analysis continued

1.15 NAMED EXECUTIVE OFFICERS CONTINUED

MORGAN CARROLL

EXECUTIVE VICE PRESIDENT CORPORATE FINANCE & GENERAL COUNSEL

Morgan Carroll joined Endeavour in May 2008 and has been EVP Corporate Finance and General Counsel since September 2012.

2023 Salary \$450,000

2023 STIP

\$258,863

2023 LTIP \$889,650

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 2023 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 2023 STIP scorecard for a list of results and achievements.

2023 Direct Compensation Paid

1.16 TOTAL DIRECT COMPENSATION AND SUMMARY TABLES OVERVIEW

2023 TOTAL DIRECT COMPENSATION FOR THE FORMER CEO

Mr. de Montessus' total direct compensation for 2023 was \$7,809,600. However, only salary was paid to him for 2023 as any entitlement he had to 2023 STIP and 2023 LTIP were forfeited on his termination on 4 January 2024.

In addition, as announced on 18 January 2024, his 2022 deferred bonus award, the 12.5% unvested portion of his 2021 LTIP and the 2022 LTIP lapsed and the Remuneration Committee also used its discretion to apply clawback in full to Mr de Montessus' \$10.0 million one-off award which was granted to him in 2021 and also to the \$1.5 million cash portion of the bonus he received for 2022. Part of this total of \$11.5 million, was set off against Mr de Montessus' remaining vested 2020 LTIP award and the vested portion of his 2021 LTIP award and he is required to repay the remaining balance of \$2.7 million.

The performance criteria for the former CEO in relation to his forfeited STIP for 2023 included: (i) achievement of operational objectives (production); (ii) exploration program success; (iii) achieving or exceeding budget targets (all-in sustaining costs, net free cash flow); (iv) attainment of ESG targets (TSF, local procurement and CO2 emissions/oz); and (v) improvement in safety statistics.

The value assessed took into account that during 2023, the former CEO oversaw the successful advancement of the Company's capital projects opportunities, specifically Lafigué and the Biox plant both of which were approved by the Board during 2023. Critical to the continued success of the business amongst the many strategic changes brought on by the acquisitions of SEMAFO (acquired in July 2020) and Teranga (acquired in February 2021) was stability of Endeavour's operations and the continuous development of its organic projects pipeline, as well as maintaining the focus on extracting the potential of our exploration program (where we discovered over 3 million ounces of Measured and Indicated Resources in 2023).

2023 TOTAL DIRECT COMPENSATION FOR THE OTHER NEOS

The total direct compensation for 2023 for the other NEOs was on average \$2,210,235.

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 former CEO and aligned with the Company's goals.

1.17 EXECUTIVE COMPENSATION – RELATED FEES

The Remuneration Committee seeks and considers advice from independent remuneration consultants 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 London 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 remunerationrelated matters for FY2023 were \$0.1 million (compared to \$0.3 million paid to Willis Towers Watson for FY2022). 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.

1.18 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, 2023, 2022 and 2021.

All amounts in US\$ Name and Principal			Share-based	Option-based	Non-equity incentive plan compensation		Other comp.	Total
Position	Year	Salary	awards(1)	awards		Annual plans Long-term plans	(2)(4)(6)(7)(8)	comp.
Sébastien de	31-Dec-23	1,600,000	4,217,600	nil	1,992,000	nil	173,216	7,982,816
Montessus	31-Dec-22	1,600,000	3,436,800	nil	3,025,600	nil	281,168	8,343,568
Former CEO	31-Dec-21		1,600,000 2,163,200(3)	nil	4,000,000		nil 10,360,269 18,123,469
Guy Young EVP and CFO	31-Dec-23	479,425	1,126,890	nil	276,687	nil	903,959	2,786,961
	31-Dec-22	–	–	–	–	–	–	–
	31-Dec-21	–	–	–	–	–	–	–
Mark Morcombe	31-Dec-23	550,000	1,449,800	nil	316,388	nil	65,462	2,381,650
EVP and COO	31-Dec-22	550,000	1,181,400	nil	424,600	nil	65,161	2,221,161
	31-Dec-21	500,000	1,494,00	nil	500,000	nil	66,128	2,560,128
Joanna Pearson	31-Dec-23	92,466	nil	nil	nil	nil	865,133	957,599
EVP and CFO	31-Dec-22	450,000	494,100(5)	nil	347,400	nil	157,586	1,449,086
	31-Dec 21	450,000	906,722(5)	nil	337,500	nil	177,155	1,871,377
David Dragone	31-Dec-23	480,000	948,960	nil	276,120	nil	1,541,885	3,246,965
EVP HR and Communications	31-Dec-22	110,466	676,620	nil	85,280	nil	636,813	1,509,932
	31-Dec-21	–	–	–	–	–	–	–
Morgan Carroll	31-Dec-23	450,000	889,650	nil	258,863	nil	79,490	1,678,003
EVP Corporate	31-Dec-22	450,000	966,600	nil	347,400	nil	78,632	1,842,632
Finance & General Counsel	31-Dec-21	450,000	1,344,600	nil	450,000	nil	78,246	2,322,846

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	2023 GRANT	2022 GRANT	2021 GRANT
Share Price (CAD\$)	28.8200	27.0891	28.23
Expected Volatility	42.42%	44.16%	44%
Average peer group volatility	37.8%	34.70%	53.40%

– 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 2023 are converted to US\$ using the exchange rate in effect on December 31, 2023, being C\$1.00 = US\$0.7551. The fair value of PSUs can be derived by applying the above referenced pay-out probability factors 33.8% (UK Executive Plan) and 49.7% (Non-UK Executive Plan) for 2021 Grant and (36.6% (UK Executive Plan) and 53.7% (Non-UK Executive Plan) for 2022 Grant,) to the grant value of each PSU award and 44.6% (UK Executive Plan) and 65.9% (Non-UK Executive Plan) for 2023 Grant.

– The share based awards for the former CEO for 2022 and 2023 lapsed on his termination.

Endeavour Mining plc

Part VI

Executive Compensation Discussion and Analysis continued

1.18 SUMMARY COMPENSATION CONTINUED SUMMARY COMPENSATION TABLE CONTINUED

Notes continued

• (2) Other compensation includes housing and car allowances, financial assistance, medical benefits, statutory pension contributions, joining incentives and taxes paid (excluding the CEO) on behalf of the relevant employee/member. To ensure retention of the former CEO and bearing in mind the strategic importance to listing on the London Stock Exchange, in YE2021, the Remuneration Committee agreed to compensate the former 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 former CEO's additional and unanticipated costs between 2021 and 2023. The total amount was scheduled to be paid in tranches. Pay-out of the award each year was contingent upon the former CEO's continued employment (subject to good leaver provisions) at that time. This restructuring award was a one-off event which will not recur in future. The award was scheduled to 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 former CEO's costs of the transition to the London listing. As referred to above this award was subject to clawback following the former CEO's termination.
• (3) Includes the value of, 640,000 Performance Shares for 2021 (issued on the basis of a grant amount of \$6,4 million , which is equivalent in value to 318,430, PSUs using the methodology for valuing PSUs described in note (1) above. See under the heading "1.10 – Long-Term Incentive Program" in Part VI of this Circular for further information. As referred to above, these shares were set off to effect part of the clawback decision made in relation to the former CEO.
• (4) Ms. Pearson left the Company on March 17, 2023, as part of her settlement agreement she was issued a payment of \$842,803.
• (5) Includes the value of 180,042 and 135,000 Performance Shares for 2021 and 2022 (issued on the basis of a grant amount of \$1.80 million and \$1.35 million, respectively), which is equivalent in value to 83,343 and 63,892 PSUs using the methodology for valuing PSUs described in note (1) above. See under the heading "1.10 – Long-Term Incentive Program" in Part VI of this Circular for further information.
• (6) On joining the Company, Guy Young received an award of \$850,897 of which, \$592,397 was paid in cash and \$258,500 was issued in PSUs equivalent.
• (7) On joining the Company, David Dragone received \$1,884,330 of which \$1,260,000 was paid in cash in 2023 and \$624,330 was issued in PSUS equivalent in 2022.
• (8) Any entitlement Mr de Montessus had to STIP for 2023 lapsed on his termination on 4 January 2024. The deferred bonus portion of his 2022 STIP over 37,585 net shares lapsed on his termination. The \$1.5m cash portion of his 2022 STIP and the tax portion of his deferred 2022 STIP is also subject to clawback.

1.19 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, 2023. The Company's legacy incentive stock option plan has lapsed and there are no options outstanding as of April 16, 2024, being the latest date practicable prior to the date of this Circular.

OUTSTANDING SHARE-BASED AWARDS (PSUS)

Name	Number of PSUs (#) that have not vested	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(2)	679,812	21,580,457	Nil
Mark Morcombe	220,003	7,418,279	Nil
Morgan Carroll	135,001	4,552,097	Nil
Guy Young	96,252	3,245,520	Nil
David Dragone	132,848	4,479,500	Nil

(1) Pay-out value of PSUs is calculated using the closing market price of the shares of CDN\$29.77 (US\$22.48) on the TSX on December 31, 2023, along with factoring the maximum performance multiplier of 1.5 for Grant 2022 and 1.5 for Grant 2023, 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, 2023, being \$0.7551.

(2) On January 4, 2024, concurrent with his termination, all of Mr. de Montessus' unvested PSUs lapsed in full.

VALUE VESTED OR EARNED FOR INCENTIVE PLAN AWARDS DURING THE YEAR

In 2023, 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 NEOs as of December 31, 2023:

		Non-equity incentive plan
	Share-based awards –	compensation –
	Value vested during	Value earned during
	the year ended	the year ended
	December 31, 2023	December 31, 2023
Name	(US\$)	(US\$)
Sébastien de Montessus(1)	6,511,154	1,992,000
Mark Morcombe	1,743,782	316,388
David Dragone	1,916,317	276,120
Morgan Carroll	1,257,106	258,863
Guy Young	775,049	276,687

(1) Any entitlement Sébastien de Montessus had to 2023 STIP or 2023 LTIP lapsed on his termination on January 4, 2024.

1.20 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.

1.21 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 NEO as of December 31, 2023 (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, 2023.

Termination without	If such an agreement is terminated by the Company for any reason other than for cause, in addition
cause	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) 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.

Part VI

Executive Compensation Discussion and Analysis continued

1.21 TERMINATION AND CHANGE OF CONTROL BENEFITS CONTINUED

Set out below is the incremental compensation (that is, payment in addition to any accrued but unpaid salary, reimbursable expenses and pro-rated vacation) that would have been 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, 2023.

Termination without cause	If such agreement had been terminated by the Company for any reason other than for cause, Mr. de Montessus, in addition to receiving ordinary course payments (as described above) would have been 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 occurred; (b) if termination occurred after the end of a year but before the bonus for that year had 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; and (d) three months' private medical, long term disability and life insurance. Payment of the amounts described in (a) and (d), above, were 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 had been constructively dismissed or he terminated his employment or his employment was terminated by the Company for any reason other than for cause, Mr. de Montessus, in addition to receiving ordinary course payments (as described above) would have been 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 occurred; (b) if termination occurred after the end of a year but before the bonus for that year had 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.
	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 in the Company 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 in the Company.
Retirement/ Resignation	If the Company had been 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 had not approved by the Company's shareholders and Mr. de Montessus resigned within 4 months, Mr. de Montessus, in addition to receiving ordinary course payments (as described above), would have been 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; and (d) three months' continuation of private medical, long term disability and life insurance. Payment of the amounts described in (a) to (d), above, were 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), would have been entitled to a pro-rated payment of the STIP to the relevant termination date.
Illness/Disability	If Mr. de Montessus had been 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 would have been entitled to terminate his employment and in addition to receiving ordinary course payments (as described above), he would have been entitled to a pro-rated payment of the STIP to the relevant termination date.
Termination for	The Company was permitted to terminate such agreement immediately by written notice for
cause	cause in which case, Mr. de Montessus would have only been 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) or related to any previous employment.

Assuming the NEOs were terminated as of December 31, 2023, the NEOs would have been entitled to the following incremental compensation from the Company:

		Termination	Termination	Retirement/		Illness/	Termination for
		without cause	following CoC	Resignation	Death	Disability	cause
Name and Principal Position		USD\$	USD\$	USD\$	USD\$	USD\$	USD\$
Sébastien de Montessus,	Salary	3,200,000	3,200,000	–	–	–	Nil
President, Chief Executive	Bonus	5,017,600	5,017,600	1,992,000	1,992,000	1,992,000	Nil
and Director	Benefits	1,252	1,252	1,252	1,252	1,252	Nil
	Total	8,218,852	8,218,852	1,993,252	1,993,252	1,993,252	Nil
Guy Young,	Salary	570,000	1,140,000	–	–	–	Nil
EVP and Chief Financial Officer	Bonus	427,500	855,000	276,687	276,687	276,687	Nil
	Benefits	748	748	748	748	748	Nil
	Total	999,248	1,995,748	277,435	277,435	277,435	Nil
Mark Morcombe,	Salary	550,000	1,100,000	–	–	–	Nil
EVP and Chief Operations	Bonus	370,494	740,988	316,388	316,388	316,388	Nil
Officer	Benefits	1,497	1,497	1,497	–	–	Nil
	Total	921,991	1,842,485	317,885	316,388	316,388	Nil
David Dragone,	Salary	480,000	960,000				Nil
HR and Communications	Bonus	360,000	720,000	276,120	276,120	276,120	NIl
	Benefits	748	748	748	42,415	42,415	Nil
	Total	840,748	1,680,748	276,868	318,535	318,535
Morgan Carroll,	Salary	450,000	900,000	–	–	–	Nil
EVP, Corporate Finance	Bonus	303,132	606,263	258,863	258,863	258,863	Nil
and General Counsel	Benefits	1,122	1,122	1,122	38,622	1,122	Nil
	Total	754,254	1,507,385	259,985	297,485	259,985	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. Based on information available to the Company, as of April 16, 2024, being the latest date practicable prior to the date of this Circular, La Mancha Investments S.à r.l., a privately-held gold investment company whose ultimate beneficial owner is Mrs. Yousriya Nassif Loza, directly or indirectly, exercises control or direction over 45,087,141 shares, representing approximately 18.4% of the voting rights attached to all of the issued and outstanding shares. Based on information available to the Company, as of April 16, 2024, being the latest date practicable prior to the date of this Circular, BlackRock, Inc. directly or indirectly, exercises control or direction over 33,394,628 shares, representing approximately 12.2% 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 "Current 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 Current 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 London listing. All PSUs granted under the Old PSU Plans continue in effect but participants became entitled to receive shares in the Company (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.sedarplus.com.

The following table indicates the number of shares in the Company notionally issuable using a vesting date of December 31, 2023.

Name	Maximum number of securities to be issued upon exercise of outstanding PSUs(1)	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
Equity compensation plans approved by securityholders
Old UK Executive PSU Plan	568,774	0.232 %	N/A	6,667,069(2)
Old Non-UK Executive PSU Plan	456,577	0.186 %	N/A
Old Employee PSU Plan	345,276	0.141 %	N/A
New UK Executive PSU Plan	409,612	0.167 %	N/A
New Non-UK Executive PSU Plan	2,004,398	0.817 %	N/A
New employee PSU Plan	1,809,765	0.738 %	N/A
Equity compensation plans not approved by securityholders
None	N/A	N/A	N/A	N/A
Total	5,594,402(2)	2.281%	N/A	6,667,069

(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, 1.375x for Grant 2021, 1.50x for Grant 2022 and 1.50x for Grant 2023 for the PSU Plans, respectively, which assumes that all performance criteria under each of the grants have been achieved.

(2) As of December 31, 2023, the issued and outstanding total was 245,229,422 shares. As of April 16, 2024, being the latest date practicable prior to the date of this Circular, the issued and outstanding total was 245,045,774 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 which contingently may result in 4,223,775 shares being issued, representing 1.72% of the total issued and outstanding shares as of April 16, 2024. This leaves an additional 8,028,514 shares which could be issued under the PSU Plans, representing 3.28% of the total issued and outstanding shares as of April 16, 2024.

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 former 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 Current 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 Current 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 London listing. All PSUs granted under the Old EDV Plans continue in effect but participants became entitled to receive shares in the Company (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.sedarplus.com.

Design Features	Old EDV Plans (as amended): Summary of Design Feature	Current 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	PSUs vest, based on performance, on a vesting date determined at the time of grant. at the time of grant.	Performance Shares become redeemable, based on performance, on a vesting date determined

Part VII Other Canadian Disclosure continued

1.3 PSU PLANS CONTINUED

Performance criteria In determining the performance criteria for PSUs, the Company considered TSR to be a key performance metric as it most directly aligns the interests of Management and other employees with shareholders' experience. TSR offers a simple and measurable approach. In connection with the Company's revised approach to compensation practices, 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 of production and all-in sustaining cost targets.

Executive PSU Plans:

The number of PSUs that vest and the price at which the Performance Shares are redeemed are determined by a 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 vesting (weighted 50%), and (b) achievement of key operational 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 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 vest is determined by a 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 vesting (weighted 50%), and (b) achievement of key operational 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 operational performance objectives are set annually by the Company in its discretion prior to grant of that year's awards.

No awards have been made or performance criteria set under the Current EDV Plans.

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, among other factors.

Dividend equivalents Additional PSUs are credited to the PSU holders during the vesting period at the same rate as dividends paid on the shares of the Company, if any. The number of PSUs to be granted will be computed using the following formula: (number of PSUs)/the market price as of the dividend record date x the value of the dividend declared and paid per Share, rounded down to the nearest whole number.

Settlement	Vested PSUs (including redeemed Performance Shares) may be paid out in either cash or shares of the Company.
	If settled in shares, the participant will receive a number of shares equal to: number of PSUs 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 PSUs 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, Current 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, Current 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 Current 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 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	In addition, awards granted to Executive Directors of the Company must not exceed any limits on such grants in the Directors' approved remuneration policy. There are currently no limits in place set by the Directors' approved remuneration policy.
	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.	Based on the number of shares outstanding of December 31, 2023, the maximum number of shares which could be issued to one reporting insider at any time taking into account shares issued under any other equity based compensation arrangement within any one year period was 6,667,069 shares.

Part VII Other Canadian Disclosure continued

1.3 PSU PLANS CONTINUED

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	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
	of settlement thereof engaged in grossly negligent or intentional misconduct that caused or substantially caused the need for the material revision.	reputational damage.
Transferability	PSUs are non-transferrable or assignable save, at the discretion of the Company, to a trustee, custodian or administrator acting on behalf of the participant. 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 whole for the benefit of the participant or the above persons).
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 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 Current 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:	Where unvested awards do not lapse on
	Executive Old EDV Plans:	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.
	• 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 service with the Company or a subsidiary of the Company, any unvested PSUs will be deemed forfeited and will cease to have any value whatsoever; and • Ceases to be an eligible person on or after the second anniversary of the commencement of a participant's service with the Company or a subsidiary of the Company as a result of retirement, death, ill-health, disability, redundancy, termination without cause or 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
		However, the Remuneration Committee can allow any unvested awards to vest and become capable of being settled, on the participant's termination date. The
		Remuneration Committee will determine the level of vesting having regard to the extent to which any performance conditions are then met or are likely to be met and that level will be further reduced on a pro-rata basis as described above.
		If a participant in the executive plans was in service for 5 years or more on the date of the London listing, being July 14, 2021, awards may be accelerated and settled on the termination date, the performance multiplier (if applicable) will be at least 1.0 and any performance conditions will be treated as met at no less than target level. Pro-rating will apply as described above.
	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.

Part VII Other Canadian Disclosure continued

1.3 PSU PLANS CONTINUED

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 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	The Remuneration Committee can amend the Current 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: eligible persons under the plan; limitations on the amount or number of shares, cash or other benefits subject to the plan, individual limits under the plan, rights attaching to options and shares; adjustments on variation in the Company's share capital; and amendments to the amendment limitations under the plan.
	or consultants of the Company or any subsidiary	Shareholder approval is not required for some

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.

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.

	2023	2022	2021
Old UK Executive PSU Plan	N/A	N/A	0.35%
Old Non-UK Executive PSU Plan	N/A	N/A	0.13%
Old Employee PSU Plan	N/A	N/A	0.25%
New UK Executive PSU Plan	0.07%	0.09%	N/A
New Non-UK Executive PSU Plan	0.29%	0.24%	N/A
New Employee PSU Plan	0.28%	0.20%	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 20, 2024, the Company announced TSX approval to renew the NCIB. The current NCIB allows the Company to purchase up to 12,259,943 shares, representing up to 5% of the total issued and outstanding shares as of March 13, 2024. The Company may purchase a daily maximum of up to 96,878 shares, being 25% of the average daily trading volume for the six months ended February 29, 2024, 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, 2024 and will terminate on March 21, 2025, 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 2023-2024 NCIB, the Company purchased and cancelled a total of 3,166,595 shares at a weighted average price paid per Share of CAD \$29.05

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.

Endeavour Mining plc Notice of Annual General Meeting and Management Information Circular