Endeavour Mining : Notice of AGM 2024 and MIC

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

Endeavour Mining plc

  Notice of Annual General Meeting and Management Information Circular

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

Endeavour Mining plc

  Notice of Annual General Meeting and Management Information Circular

01

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.

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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

Endeavour Mining plc

  Notice of Annual General Meeting and Management Information Circular

03

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").
2. To re-elect Alison Baker as a Director.
3. To re-elect Patrick Bouisset as a Director.
4. To re-elect Ian Cockerill as a Director.
5. To re-elect Livia Mahler as a Director.
6. To re-elect Sakhila Mirza as a Director.
7. To re-elect Naguib Onsi Naguib Sawiris as a Director.
8. To re-elect Srinivasan Venkatakrishnan as a Director.
9. To elect Cathia Lawson-Hall as a Director.
10. To elect John Munro 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 Report set out on pages 151 to 167 in the 2023 Annual Report.
14. 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.
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:
16. 1. 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;
    2. 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.

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Part I

Notice of Annual General Meeting continued

For the purposes of this Resolution:

1. 1. "pre-emptiveoffer" 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
2. 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.

16.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:

1. allotments made in connection with a pre-emptive offer;
2. 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
3. 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:

1. "pre-emptiveoffer" has the same meaning as in Resolution 15 above;
2. references to an allotment of equity securities shall include a sale of treasury shares; and
3. 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.

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17.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:

1. 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
2. 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:

1. 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;
2. the minimum price (excluding expenses) which may be paid for each share is US$0.01 (being the nominal value of a share);
3. 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
4. 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.

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

SUSANNA FREEMAN

Company Secretary

29 April 2024

Registered in England and Wales

No. 13280545

Registered Office:

5 Young Street,

London W8 5EH

United Kingdom

Endeavour Mining plc

  Notice of Annual General Meeting and Management Information Circular

06

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.

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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.

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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.

Endeavour Mining plc

  Notice of Annual General Meeting and Management Information Circular