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Endeavour Mining PLC Proxy Solicitation & Information Statement 2021

Aug 11, 2021

5068_rns_2021-08-11_e6c4cdb6-7298-416f-91ed-c78c0b0a4bd6.pdf

Proxy Solicitation & Information Statement

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ENDEAVOUR
MINING
Computershare
8th Floor, 100 University Avenue
Toronto, Ontario M5J 2Y1
www.computershare.com

Security Class

Holder Account Number

Form of Proxy - General Meeting to be held on Thursday, September 9, 2021

This Form of Proxy is solicited by and on behalf of Management.

Notes to proxy

  1. Every holder has the right to appoint some other person or company of their choice, who need not be a holder, to attend and act on their behalf at the meeting or any adjournment or postponement thereof. If you wish to appoint a person or company other than the Chair of the Meeting, please insert the name of your chosen proxyholder in the space provided (see reverse).
  2. If the securities are registered in the name of more than one owner (for example, joint ownership, trustees, executors, etc.), then all those registered should sign this proxy. If you are voting on behalf of a corporation or another individual you may be required to provide documentation evidencing your power to sign this proxy with signing capacity stated.
  3. This proxy should be signed in the exact manner as the name(s) appear(s) on the proxy.
  4. If a date is not inserted in the space provided on the reverse of this proxy, it will be deemed to bear the date on which it was mailed to the holder by Management.
  5. The securities represented by this proxy will be voted as directed by the holder, however, if such a direction is not made in respect of any matter, and the proxy appoints the Chair of the Meeting, this proxy will be voted as determined by the Chair of the Meeting.
  6. The securities represented by this proxy will be voted in favour, or withheld from voting, or voted against each of the matters described herein, as applicable, in accordance with the instructions of the holder, on any ballot that may be called for. If you have specified a choice with respect to any matter to be acted on, the securities will be voted accordingly.
  7. This proxy confers discretionary authority in respect of amendments or variations to matters identified in the Notice of Meeting and Management Information Circular or other matters that may properly come before the meeting or any adjournment or postponement thereof, unless prohibited by law.
  8. This proxy should be read in conjunction with the accompanying documentation provided by Management.

Proxies submitted must be received by 9:00 am, EDT, on Tuesday, September 7, 2021.

VOTE USING THE TELEPHONE OR INTERNET 24 HOURS A DAY 7 DAYS A WEEK!

To Vote Using the Telephone

  • Call the number listed BELOW from a touch tone telephone.

1-866-732-VOTE (8683) Toll Free

To Vote Using the Internet

  • Go to the following web site: www.investorvote.com
  • Smartphone?
    Scan the QR code to vote now.

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To Virtually Attend the Meeting

  • You can attend the meeting virtually by visiting the URL provided on the back of this proxy

If you vote by telephone or the Internet, DO NOT mail back this proxy.

Voting by mail may be the only method for securities held in the name of a corporation or securities being voted on behalf of another individual.

Voting by mail or by Internet are the only methods by which a holder may appoint a person as proxyholder other than the Chair of the Meeting. Instead of mailing this proxy, you may choose one of the two voting methods outlined above to vote this proxy.

To vote by telephone or the Internet, you will need to provide your CONTROL NUMBER listed below.

CONTROL NUMBER


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Appointment of Proxyholder

I/We being holder(s) of securities of Endeavour Mining plc (the "Company") hereby appoint: The Chair of the Meeting

OR

Print the name of the person you are appointing if this person is someone other than the Chair of the Meeting.

Note: If completing the appointment box above YOU MUST go to https://www.computershare.com/endeavour and provide Computershare with the name and email address of the person you are appointing. Computershare will use this information ONLY to provide the appointee with a user name to gain entry to the online meeting.

as my/our proxyholder with full power of substitution and to attend, act and to vote for and on behalf of the holder in accordance with the following direction (or if no directions have been given, as the proxyholder sees fit) and on all other matters that may properly come before the General Meeting of shareholders of the Company to be held in a hybrid format at 1 Silk Street, London, EC2Y 8HQ, United Kingdom and via live audio webcast at https://web.lumiagm.com/180382012 on Thursday, September 9, 2021 at 9:00 am (EDT) / 2:00 pm (UK Time) and at any adjournment or postponement thereof.

VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.

For Against
1. Approval of Reduction of Capital
For Against
2. Approval of Tracker Shares in connection with Performance Share Plan

Signature of Proxyholder

I/We authorize you to act in accordance with my/our instructions set out above. I/We hereby revoke any proxy previously given with respect to the Meeting. If no voting instructions are indicated above, and the proxy appoints the Chair of the Meeting, this Proxy will be voted as determined by the Chair of the Meeting.

Signature(s)

Date

DD/MM/YY

EBRQ

330479

AR0

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