ENDEAVOUR MINING PLC
ANNUAL MEETING OF SHAREHOLDERS
MAY 24, 2022
REPORT OF VOTING RESULTS
Pursuant to Section 11.3 of National Instrument 51-102
Continuous Disclosure Obligations
Following the annual general meeting (the "Meeting") of shareholders of Endeavour Mining plc (the "Company" or "Endeavour") held at 2:00 p.m. (London, UK time) / 9:00 a.m. (Toronto time) on May 24, 2022, and in accordance with section 11.3 of NI 51-102, we hereby advise you of the following voting results cast by shareholders of Endeavour represented in person or by proxy at the Meeting:
1. 2021 Annual Report
At the Meeting, shareholders of Endeavour approved an ordinary resolution, 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").
VOTES FOR | % OF VOTES | VOTES | % OF VOTES | TOTAL | % OF ISC | VOTES |
FOR | AGAINST | AGAINST | VOTES | VOTED | WITHHELD | |
198,263,935 | 99.95% | 91,464 | 0.05% | 198,355,399 | 79.77% | 65,581 |
2. Election of Directors
At the Meeting, shareholders of Endeavour approved an ordinary resolution, to elect each of the nominees proposed in the Company's Management Information Circular dated as of April 22, 2022 (the "Circular") as directors.
% OF | % OF | % OF | |||||||||
NAME OF NOMINEE | VOTES FOR | VOTES | VOTES | VOTES | TOTAL | ISC | VOTES | ||||
FOR | AGAINST | AGAINST | VOTES | VOTED | WITHHELD | ||||||
James Askew | 193,718,140 | 97.64% | 4,673,922 | 2.36% | 98,392,062 | 79.79% | 28,918 | ||||
Alison Baker | 194,774,289 | 98.18% | 3,617,099 | 1.82% | 198,391,388 | 79.79% | 29,592 | ||||
Ian Cockerill | 198,293,573 | 99.95% | 97,620 | 0.05% | 198,391,193 | 79.79% | 29,787 | ||||
Livia Mahler | 197,924,448 | 99.76% | 466,760 | 0.24% | 198,391,208 | 79.79% | 29,772 |
David Mimran | 193,717,093 | 97.64% | 4,675,025 | 2.36% | 198,392,118 | 79.79% | 28,862 |
Sébastien de Montessus | 196,800,413 | 99.20% | 1,591,353 | 0.80% | 198,391,766 | 79.79% | 29,214 |
Naguib Sawiris | 193,696,286 | 97.63% | 4,695,274 | 2.37% | 198,391,560 | 79.79% | 29,419 |
Srinivasan | 197,163,176 | 99.38% | 1,228,654 | 0.62% | 198,391,830 | 79.79% | 29,149 |
Venkatakrishnan | |||||||
Tertius Zongo | 180,879,503 | 91.17% | 17,512,462 | 8.83% | 198,391,965 | 79.79% | 29,014 |
3. Appointment of BDO LLP as the Company's Auditors
At the Meeting, shareholders of Endeavour approved an ordinary resolution, to re-appoint BDO LLP as the Company's auditors for the ensuing year.
VOTES FOR | % OF VOTES | VOTES | % OF VOTES | TOTAL | % OF ISC | VOTES |
FOR | AGAINST | AGAINST | VOTES | VOTED | WITHHELD | |
198,429,294 | 98.51% | 3,010,251 | 1.49% | 201,439,545 | 81.01% | 147,810 |
4. Remuneration of the Auditors of the Company
At the Meeting, shareholders of Endeavour approved an ordinary resolution, to authorise the Audit Committee to fix the remuneration of the auditors of the Company.
VOTES FOR | % OF VOTES | VOTES | % OF VOTES | TOTAL | % OF ISC | VOTES |
FOR | AGAINST | AGAINST | VOTES | VOTED | WITHHELD | |
195,688,192 | 98.64% | 2,699,406 | 1.36% | 198,387,598 | 79.79% | 33,382 |
5. Directors' Remuneration Policy
At the Meeting, shareholders of Endeavour approved an ordinary resolution, approving the Directors' Remuneration Policy set out on pages 135 to 147 in the 2021 Annual Report.
VOTES FOR | % OF VOTES | VOTES | % OF VOTES | TOTAL | % OF ISC | VOTES |
FOR | AGAINST | AGAINST | VOTES | VOTED | WITHHELD | |
178,821,733 | 90.52% | 18,721,174 | 9.48% | 197,542,947 | 79.45% | 878,031 |
6. Directors' Remuneration Report
At the Meeting, shareholders of Endeavour approved an ordinary resolution, approving the Directors' Remuneration excluding the Directors' Remuneration Policy set out on pages 128 to 155 in the 2021 Annual Report.
VOTES FOR | % OF VOTES | VOTES | % OF VOTES | TOTAL | % OF ISC | VOTES |
FOR | AGAINST | AGAINST | VOTES | VOTED | WITHHELD | |
139,138,636 | 70.14% | 59,243,189 | 29.86% | 198,381,825 | 79.78% | 39,153 |
7. Authority to Allot Shares or Grant Rights to Subscribe for or to Convert any Security into Shares
At the Meeting, shareholders of Endeavour approved an ordinary resolution, authorizing that the directors of the Company 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 of the Company, as more particularly described in the Circular.
VOTES FOR | % OF VOTES | VOTES | % OF VOTES | TOTAL | % OF ISC | VOTES |
FOR | AGAINST | AGAINST | VOTES | VOTED | WITHHELD | |
193,805,520 | 97.68% | 4,599,669 | 2.32% | 198,405,189 | 79.79% | 15,790 |
8. General Authority to Disapply Pre-emption Rights
At the Meeting, shareholders of Endeavour approved a special resolution, authorizing the directors of the Company to allot equity securities (as defined in Section 560(1) of the Companies Act 2006) wholly for cash, as more particularly described in the Circular.
VOTES FOR | % OF VOTES | VOTES | % OF VOTES | TOTAL | % OF ISC | VOTES |
FOR | AGAINST | AGAINST | VOTES | VOTED | WITHHELD | |
194,850,614 | 98.21% | 3,549,430 | 1.79% | 198,400,044 | 79.79% | 20,936 |
9. Additional Authority to Disapply Pre-emption Rights
At the Meeting, shareholders of Endeavour approved a special resolution, to provide the directors of the Company with additional authority to that what is set out in #8 above in regards to the allotment of equity securities (as defined in Section 560(1) of the Companies Act 2006) wholly for cash, as more particularly described in the Circular.
VOTES FOR | % OF VOTES | VOTES | % OF VOTES | TOTAL | % OF ISC | VOTES |
FOR | AGAINST | AGAINST | VOTES | VOTED | WITHHELD | |
192,981,151 | 98.11% | 3,725,345 | 1.89% | 196,706,496 | 79.11% | 1,714,484 |
10. Authority for Endeavour to Purchase its own Shares
At the Meeting, shareholders of Endeavour approved a special resolution authorizing the Company to make market purchases (within the meaning of Section 693(4) of the Companies Act 2006) or ordinary shares in the capital of the Company, as more particularly described in the Circular.
VOTES FOR | % OF VOTES | VOTES | % OF VOTES | TOTAL | % OF ISC | VOTES |
FOR | AGAINST | AGAINST | VOTES | VOTED | WITHHELD | |
198,260,841 | 99.93% | 144,772 | 0.07% | 198,405,613 | 79.79% | 15,368 |
11. Authority to Call General Meetings
At the Meeting, shareholders of Endeavour approved a special resolution that a general meeting other than an Annual General Meeting may be called on not less than 14 clear day's notice.
VOTES FOR | % OF VOTES | VOTES | % OF VOTES | TOTAL | % OF ISC | VOTES |
FOR | AGAINST | AGAINST | VOTES | VOTED | WITHHELD | |
194,592,863 | 98.08% | 3,818,299 | 1.92% | 198,411,162 | 79.80% | 9,459 |
[Remainder of Page Intentionally Blank]
DATED the 24th day of May, 2022.
ENDEAVOUR MINING PLC
By: (signed) "Morgan Carroll"
Name: Morgan Carroll
Title: Company Secretary,
EVP
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Endeavour Mining plc published this content on 10 August 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 10 August 2022 12:30:12 UTC.