Endeavour Silver Corp. — Proxy Solicitation & Information Statement 2025

Apr 8, 2025

FIERA CAPITAL | NOTICE OF 2025 ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS AND NOTICE OF AVAILABILITY OF PROXY MATERIALS

Notice of 2025 Annual and Special Meeting of Shareholders and Notice of Availability of Proxy Materials

NOTICE IS HEREBY GIVEN THAT the annual and special meeting of shareholders (the "Meeting") of Fiera Capital Corporation ("Fiera Capital" or the "Company") will be held in person at Sofitel Montréal Golden Mile, located at 1155 Sherbrooke Street West, Montréal, Québec, H3A 2N3 on May 22, 2025, at 10:00 AM (Eastern Daylight Time) for the following purposes:

Business of the Meeting	Voting Recommendation	For more details, please refer to:
1. To receive the financial statements of Fiera Capital for the financial year ended December 31, 2024 and the independent auditor's report thereon;	N/A	Section entitled Business of the Meeting – Financial Statements and Independent Auditor's Report of the management information circular dated April 7, 2025 (the "Circular").
2. To elect the class A and class B directors;	VOTE FOR	Section entitled Business of the Meeting – Election of Directors of the Circular.
3. To appoint the auditor and authorize the board of directors of Fiera Capital to fix its remuneration;	VOTE FOR	Section entitled Business of the Meeting – Appointment and Remuneration of Auditor of the Circular.
4. To consider, and, if thought advisable, to adopt, with or without variation, an ordinary resolution of the holders of class A subordinate voting shares and class B special voting shares of the Company approving unallocated entitlements under its stock option plan, restricted share unit plan, performance share unit plan and its performance share unit and unit appreciation right plan applicable to business units; and	VOTE FOR	Section entitled Business of the Meeting – Approve the Unallocated Entitlements Under our Security Based Compensation Plans and Appendix “A” of the Circular.
5. To transact such further and other business as may properly come before the Meeting or any adjournment or postponement thereof.	N/A	N/A

The record date for determination of shareholders entitled to receive notice and to vote at the Meeting is April 7, 2025. Accordingly, only the persons listed on the register of shareholders at the close of business on the record date of April 7, 2025 and duly appointed proxyholders (including non-registered (beneficial) shareholders who have duly appointed themselves as proxyholders), will be entitled to vote at the Meeting. Please note that we are holding an in-person meeting only and therefore, it will not be possible to attend the Meeting virtually.

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FIERA CAPITAL | NOTICE OF 2025 ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS AND NOTICE OF AVAILABILITY OF PROXY MATERIALS

Notice-and-Access

As permitted by Canadian securities regulators, the Company is using notice-and-access to distribute the Circular prepared in connection with the Meeting to both registered and non-registered (beneficial) shareholders. This means that instead of receiving a paper copy of the Circular by mail, the shareholders will receive by mail (i) this notice, which explains how to access the Circular online and how to request a paper copy of the Circular, and (ii) a form of proxy or voting instruction form. Notice-and-access provides more choice to shareholders and allows the Company to significantly reduce its printing and mailing costs, while adopting a sustainable approach.

How to Access this Notice and the Circular Online

This Notice of 2025 Annual and Special Meeting of Shareholders and the Circular are available on Fiera Capital's website at https://ir.fieracapital.com/financial-documents/annual-filings and on SEDAR+ at www.sedarplus.ca.

How to Request a Paper Copy of the Circular

Shareholders may request a paper copy of this Circular at no cost, up to one year from the date this Circular was filed on SEDAR+. Requests for a paper copy of the Circular or for additional information regarding notice-and-access may be made as follows:

By Telephone

Call 1 (800) 361-3499 (toll free in Canada and the United States) or +1 514 954-3300 (other countries).

By E-mail

Send an email to:

GlobalLegalTeams@fieracapital.com

By Mail

Send a letter to:

Fiera Capital Corporation

ATT: Global Legal Department

1981 McGill College Avenue, Suite 1500

Montréal, Québec, Canada

H3A 0H5

Before the Meeting, the Circular will be sent within three business days after receiving the request. To ensure you receive the Circular prior to the 10:00 AM (Eastern Daylight Time) voting deadline on May 20, 2025, all requests for a paper copy must be received no later than on May 7, 2025. Shareholders who request a paper copy of the Circular will not receive another form of proxy or voting instruction form. After the Meeting, the Circular will be sent within ten calendar days after receiving the request.

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FIERA CAPITAL | NOTICE OF 2025 ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS AND NOTICE OF AVAILABILITY OF PROXY MATERIALS

Voting Information

Shareholders should read the Circular carefully before voting. Shareholders may exercise their right to vote their shares in advance of the Meeting by Internet, telephone or mail. Shareholders may also vote in-person at the Meeting or appoint another person to attend the in-person Meeting and to vote their shares on their behalf. Non-registered (beneficial) shareholders who wish to participate and vote in-person at the Meeting must appoint themselves as proxyholder on the voting instruction form or form of proxy, as applicable. Please refer to the instructions on your form of proxy or voting instruction form and to the section entitled General Information about the Shareholders’ Meeting – Voting Information and General Proxy Matters of the Circular for details on how to vote and how to appoint a proxyholder.

Registered Shareholders

You are a registered shareholder when your name appears on your share certificate or your direct registration statement. If you are a registered shareholder, your form of proxy must be received by Computershare Investor Services Inc., our transfer agent, or you must have voted by Internet or by telephone before 10:00 AM (Eastern Daylight Time) on May 20, 2025, or, if the Meeting is adjourned, not later than 48 hours, excluding Saturdays, Sundays and holidays, prior to any such adjourned Meeting.

Non-Registered (Beneficial) Shareholders

You are a non-registered (beneficial) shareholder when the shares you own are not registered in your name but are instead registered in the name of an intermediary (a bank, trust company, securities dealer or broker or other financial institution) through which you purchased your shares. If you are a non-registered (beneficial) shareholder, your voting instruction form or form of proxy, as applicable, must be received by your intermediary with sufficient time for your vote to be processed before 10:00 AM (Eastern Daylight Time) on May 20, 2025, or, if the Meeting is adjourned, not later than 48 hours, excluding Saturdays, Sundays and holidays, prior to any such adjourned Meeting.

DATED at Montréal, Québec, this 7th day of April 2025.

BY ORDER OF THE BOARD OF DIRECTORS

Jean-Guy Desjardins

Chair of the Board of Directors

and Global Chief Executive Officer

Fiera Capital Corporation