Endeavour Mining PLC — Proxy Solicitation & Information Statement 2022

May 3, 2022

Part I

Notice of Annual General Meeting

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

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

1. To receive the Company's accounts and the reports of the Directors and Auditors for the year ended 31 December 2021 (the "2021 Annual Report").

2. To re-elect James Edward Askew as Director.

3. To re-elect Alison Claire Baker as a Director.

4. To elect Ian Cockerill as a Director.

5. To re-elect Livia Mahler as a Director.

6. To re-elect David Jacques Mimran as a Director.

7. To re-elect Sébastien de Montessus as a Director.

8. To re-elect Naguib Onsi Naguib Sawiris as a Director.

9. To elect Srinivasan Venkatakrishnan as a Director.

10. To re-elect Tertius Zongo as a Director.

11. To reappoint BDO LLP as auditors of the Company to hold office until the conclusion of the next general meeting at which accounts are laid before the Company.

12. To authorise the Audit Committee to fix the remuneration of the auditors of the Company.

13. To approve the Directors' Remuneration Policy set out on pages 135 to 147 in the 2021 Annual Report.

14. To approve the Directors' Remuneration Report excluding the Directors' Remuneration Policy set out on pages 128 to 155 in the 2021 Annual Report.

15. That the Directors be generally and unconditionally authorised pursuant to and in accordance with Section 551 of the Companies Act 2006 to exercise all the powers of the Company to allot shares or grant rights to subscribe for or to convert any security into shares in the Company:

(a) up to an aggregate nominal amount of US$828,323, being an amount equal to one third of the aggregate nominal value of the ordinary share capital of the Company as at 14 April 2022, the latest practicable date prior to publication of this notice of meeting;

(b) comprising equity securities (as defined in Section 560(1) of the Companies Act 2006) up to a further nominal amount of US$828,323, being an amount equal to one third of the aggregate nominal value of the ordinary share capital of the Company as at 14 April 2022, the latest practicable date prior to publication of this notice of meeting in connection with an offer by way of a rights issue,

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

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

(a) ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and
(b) people who are holders of other equity securities if this is required by the rights of those securities or, if the Directors consider it necessary, as permitted by the rights of those securities, to subscribe for further securities by means of the issue of a renounceable letter (or other negotiable instrument) which may be traded for a period before payment for the securities is due, but subject in both cases to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates or legal, regulatory or practical problems in, or under the laws of, any territory.

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:

(a) pursuant to the authority given by paragraph (a) of Resolution 15 above, or where the allotment constitutes an allotment of equity securities by virtue of Section 560(3) of the Companies Act 2006, in each case:

(i) in connection with a pre-emptive offer; and
(ii) otherwise than in connection with a pre-emptive offer, up to an aggregate nominal amount of US$124,248, being an amount equal to 5 per cent. of the aggregate nominal value of the ordinary share capital of the Company as at 14 April 2022, the latest practicable date prior to publication of this notice of meeting; and

(b) pursuant to the authority given by paragraph (b) of Resolution 15 above in connection with a pre-emptive rights issue (in the terms described in Resolution 15 above),

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

For the purposes of this Resolution:

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

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(b) “pre-emptive offer” means an offer of equity securities open for acceptance for a period fixed by the Directors to (a) holders (other than the Company) on the register on a record date fixed by the Directors of ordinary shares in proportion to their respective holdings and (b) other persons so entitled by virtue of the rights attaching to any other securities held by them, but subject in both cases to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates or legal, regulatory or practical problems in, or under the laws of, any territory;

(c) references to an allotment of equity securities shall include a sale of treasury shares; and

(d) the nominal amount of any securities shall be taken to be, in the case of rights to subscribe for or convert any securities into shares of the Company, the nominal amount of such shares which may be allotted pursuant to such rights.

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 16 above, or where the allotment constitutes an allotment of equity securities by virtue of Section 560(3) of the Companies Act 2006, as if Section 561(1) of the Companies Act 2006 did not apply to any such allotment, such authority to be:

(a) limited to the allotment of equity securities or sale of treasury shares up to an aggregate nominal amount of US$124,248, being an amount equal to 5 per cent. of the aggregate nominal value of the ordinary share capital of the Company as at 14 April 2022, the latest practicable date prior to publication of this notice of meeting; and

(b) used only for the purposes of financing (or refinancing, if the authority is to be used within six months after the original transaction) a transaction which the Board determines to be an acquisition or other capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group,

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

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:

(a) the maximum aggregate number of shares which may be purchased may not be more than 24,849,685, being the number of shares that represents 10 per cent. of the ordinary share capital of the Company as at 14 April 2022, the latest practicable date prior to publication of this notice of meeting;

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(b) the minimum price (excluding expenses) which may be paid for each share is US$0.01 (being the nominal value of a share);

(c) the maximum price (excluding expenses) which may be paid for a share is an amount equal to the higher of: (i) 105 per cent. of the average closing price of the Company's shares as derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which such share is contracted to be purchased and (ii) the higher of the price of the last independent trade and the highest current bid as stipulated by Regulatory Technical Standards as referred to in article 5(6) of the Market Abuse Regulation (as it forms part of UK law); and

(d) the authority shall expire on 30 June 2023 or, if earlier, at the conclusion of the Annual General Meeting of the Company to be held in 2023, save that the Company may before such expiry enter into any contract under which a purchase of shares may be completed or executed wholly or partly after such expiry and the Company may purchase ordinary shares in pursuance of such contract as if the authority conferred hereby had not expired.

1. That a general meeting other than an Annual General Meeting may be called on not less than 14 clear days' notice.

BY ORDER OF THE BOARD

Morgan Carroll
Company Secretary
22 April 2022
Registered in England and Wales No.
13280545
Registered Office:
5 Young Street, London W8 5EH, United
Kingdom