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Endeavour Mining PLC — Proxy Solicitation & Information Statement 2024
May 3, 2024
5068_rns_2024-05-03_476095ff-1992-46bf-b4b8-8682c0f3ff82.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
PINK
Form of Proxy - Annual General and Special Meeting to be held on Thursday, May 30, 2024
This Form of Proxy is solicited by and on behalf of Management.
Notes to proxy
- 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 Management Nominees whose names are printed herein, please insert the name of your chosen proxyholder in the space provided (see reverse).
- 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.
- This proxy should be signed in the exact manner as the name(s) appear(s) on the proxy.
- 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.
- 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 Management Nominees listed on the reverse, this proxy will be voted as recommended by Management.
- 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.
- 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.
- This proxy should be read in conjunction with the accompanying documentation provided by Management.
Pouies submitted must be received by add 3:00pm London Time or 10:00am EST on Tuesday, May 28, 2024.
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.

To Receive Documents Electronically
- You can enroll to receive future securityholder communications electronically by visiting www.investorcentre.com.
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 Management Nominees named on the reverse of this proxy. 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
01ZPCC
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Appointment of Proxyholder
I/We being holder(s) of securities of Endeavour Mining plc (the "Corporation") hereby appoint: Srinivasan Venkatakrishnan, or failing this person, Guy Young or failing this person, Morgan Carroll (the "Management Nominees")
OR
Print the name of the person you are appointing if this person is someone other than the Management Nominees listed herein.
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Note: If completing the appointment box above and you or your appointee intend on attending online 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. If the appointee is attending the meeting in person, this step is NOT required.
as my/our proxyholder with full power of substitution and to attend, act and to vote for and on my/our behalf 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 Annual General and Special Meeting of shareholders of the Corporation to be held at One Silk Street, London EC2Y 8HQ and online at meetnow.global/EDMAGM2024 on Thursday, May 30, 2024 at 3:00pm London Time or 10:00am EST and at any adjournment or postponement thereof.
ATTENDING THE AGM BY ELECTRONIC MEANS
This year we will be conducting the Annual General Meeting in person but also giving you the opportunity to follow the meeting using your smartphone, tablet or computer. If you choose to follow the meeting online, you will be able to ask questions through the Q & A messaging function via the online site. Please note you will not be deemed to have attended the meeting and will not count towards the quorum.
VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.
| Ordinary Resolutions | For | Against | Withhold | For | Against | Withhold |
|---|---|---|---|---|---|---|
| 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"). | ☐ | ☐ | ☐ | 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. | ☐ | ☐ |
| 2. To re-elect Alison Baker as a Director. | ☐ | ☐ | ☐ | 12. To authorise the Audit Committee to fix the remuneration of the auditors of the Company. | ☐ | ☐ |
| 3. To re-elect Patrick Bouisset as a Director. | ☐ | ☐ | ☐ | 13. To approve the Directors' Remuneration Report set out on pages 151 to 167 in the 2023 Annual Report. | ☐ | ☐ |
| 4. To re-elect Ian Cockerill as Director. | ☐ | ☐ | ☐ | 14. To approve, ratify and confirm the performance share units for issuance under the Company's Equity Incentive Plans. | ☐ | ☐ |
| 5. To re-elect Livia Mahler as a Director. | ☐ | ☐ | ☐ | 15. Authority to allot shares or grant rights to subscribe for or to convert any securities into shares. | ☐ | ☐ |
| 6. To re-elect Sakhila Mirza as a Director. | ☐ | ☐ | ☐ | Special Resolutions | ☐ | ☐ |
| 7. To re-elect Naguib Onsi Naguib Sawiris as a Director. | ☐ | ☐ | ☐ | 16. Authority to disapply pre-emption rights. | ☐ | ☐ |
| 8. To re-elect Srinivasan Venkatakrishnan as a Director. | ☐ | ☐ | ☐ | 17. Additional authority to disapply pre-emption rights. | ☐ | ☐ |
| 9. To elect Cathia Lawson-Hall as a Director. | ☐ | ☐ | ☐ | 18. Authority to purchase own ordinary shares. | ☐ | ☐ |
| 10. To elect John Munro as a Director. | ☐ | ☐ | ☐ | 19. That a general meeting other than an Annual General Meeting may be called on not less than 14 clear days' notice. | ☐ | ☐ |
| Please indicate if you intend to attend the AGM. | ☐ |
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 Management Nominees, this Proxy will be voted as recommended by Management.
Annual Financial Statements – Mark this box if you would NOT like to receive the Annual Financial Statements and accompanying Management's Discussion and Analysis by mail for ensuing year.
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Signature(s)
Note: In the case of a corporation, this proxy must be signed on its behalf by an officer duly authorised, stating their capacity (e.g. director, secretary).
Date
EBRQ
364888
A R 5
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01ZPDK