endeavour mining plc
TRANSCRIPT
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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.
Endeavour Mining plc
(incorporated and registered in England and Wales under number 13280545)
Proposed Reduction of Capital and issue of Tracker Shares
in Endeavour Gold Corporation
Notice of General Meeting and Management Information Circular
Notice of a general meeting of the Company to be held at 1 Silk Street, London EC2Y 8HQ, United Kingdom
at 2:00 pm (London time) on 9 September 2021 (the “General Meeting”), with facilities to attend
electronically, is set out in Part III of this document.
A form of proxy for use at the 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:
Computershare Investor Services PLC
The Pavilions
Bridgwater Road
Bristol BS99 6ZY
Shareholders named on the Canadian
branch register:
Computershare Investor Services Inc.
100 University Avenue
8th Floor
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 II of this document) as soon as possible but, in any event, so as to arrive no later
than 2:00 pm (London time) / 9:00 am (Toronto Time) on 7 September 2021. 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 is set out in Part II of this document.
Non-registered shareholders, including those who hold their shares in the Company through CDS, may
vote at the 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
II of this document.
Dated 11 August 2021
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Letter from the Chairman of Endeavour Mining plc (the “Company”)(incorporated and registered in England and Wales under number 13280545)
Registered Office:
5 Young Street
London W8 5EH
United Kingdom
11 August 2021
Dear Endeavour Shareholders,
Reduction of Capital, issue of Tracker Shares and Notice of General Meeting
In the Company’s prospectus dated 9 June 2021, we set out our intention to undertake a reduction
of capital following admission of the Company’s shares to listing in the UK. The expectation at the
date of the prospectus was that the Company's share premium account would be cancelled. The
Company now proposes to execute the reduction of capital through a different route. We are writing
to you now to set out details of the revised reduction of capital.
In summary, the Company has been advised that the issuance of shares by the Company in
connection with the scheme of arrangement of Endeavour Mining Corporation resulted in the
creation of a reserve in the Company’s accounts known as a merger reserve, rather than a share
premium account. As a matter of company law, a merger reserve cannot be reduced directly in a
reduction of capital, and so an additional intermediate step will be required in order to effect the
reduction of capital. The reduction of capital will therefore now, as a result of these technical
requirements of the UK Companies Act, be executed through a capitalisation issue of deferred
shares paid up out of that merger reserve, followed by the cancellation of those deferred shares in
a court-approved reduction of capital.
The effect of the revised reduction of capital is the same as that originally planned, and it has
the same goal of creating profits available for future distribution by the Company (also known
as “distributable reserves”). These distributable reserves may be used to support the
payment of dividends (and any potential share repurchases) by the Company over the longer
term.
A full explanation of the revised reduction of capital is set out in Section A of Part I of this document.
The revised reduction of capital requires shareholder approval, which is being sought at a General
Meeting to be held on 9 September 2021, with facilities to attend electronically. A description of the
action to be taken in order to exercise your right to vote at the General Meeting is set out in Part II
of this document. A notice of the General Meeting appears in Part III of this document.
The Company is also seeking shareholder approval for the issue of a special class of share in
Endeavour Gold Corporation (a subsidiary of the Company) called ‘Tracker Shares’ on vesting of
awards under the Company’s Performance Share Plans. See Section B of Part II for further
information.
The directors consider the revised reduction of capital, the proposed issue of Tracker Shares
pursuant to the Performance Share Plans and the resolutions to be put to the General Meeting as
set out in Part III to be in the best interests of the Company and its shareholders as a whole.
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Accordingly, the Board unanimously recommends that you vote in favour of the resolutions at the
General Meeting.
Sincerely,
Michael Beckett
Chairman of the Board
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PART I
EXPLANATORY NOTE
Section A – Reduction of Capital
Background
In the Company’s prospectus dated 9 June 2021 (the “Prospectus”), we set out our intention to
undertake a reduction of capital following admission of the Company’s shares to listing. The goal of
the reduction of capital is to create profits available for distribution by the Company (also known as
“distributable reserves”). These distributable reserves may be used to support the payment of
dividends (and any potential share repurchases) by the Company over the longer term.
The expectation at the date of the prospectus was that the Company's share premium account would
be cancelled, along with the cancellation of the 50,000 existing deferred shares in the Company
(which arose on conversion of the initial subscriber shares in the Company issued on incorporation
to Endeavour Mining Corporation, now a wholly-owned subsidiary of the Company). The UK High
Court has now confirmed the cancellation of the 50,000 existing deferred shares in the Company as
planned, but the cancellation of the share premium account will not proceed as previously
envisaged.
The Company has been advised that the issuance of shares by the Company in connection with the
scheme of arrangement of Endeavour Mining Corporation attracted merger relief under section 612
of the UK Companies Act 2006, meaning that the share premium account of the Company was not
credited on the issue of those shares, as had been planned. Instead, a merger reserve of the
Company was created on the issue of those shares, in an amount of approximately US$4.494 billion.
As a matter of UK company law, a merger reserve cannot be reduced directly in a reduction of
capital, and so an additional intermediate step will be required in order to effect the reduction of
capital.
The reduction of capital will therefore now be executed through a capitalisation issue of up to
4,450,000,000 new deferred shares of US$1 each (the “New Deferred Shares”) paid up out of that
merger reserve, followed by the cancellation of those New Deferred Shares in a court-approved
reduction of capital.
The effect of the revised reduction of capital is the same as that originally planned, and is expected
to create distributable reserves in the Company substantially equal to the capitalised amount of the
merger reserve (which is currently approximately US$4.494 billion).
Issuance of New Deferred Shares
The Company proposes to capitalise substantially all of the merger reserve that was created upon
the issuance of the ordinary shares in the Company pursuant to the Endeavour Mining Corporation
scheme of arrangement on 11 June 2021. The amount capitalised will be applied in the creation and
issue of up to 4,450,000,000 New Deferred Shares, each of which will be paid up in full out of this
merger reserve. The New Deferred Shares will be allotted and issued to a person to be identified by
the Board of Directors, who will hold them pending their cancellation, which is expected to be
confirmed by the court shortly after they are issued.
The New Deferred Shares carry no dividend or voting rights and carry a right to the return of
only their nominal value on a winding-up, and only after US$1,000,000 in capital has been
returned on each ordinary share in issue. In other words, the New Deferred Shares are deeply
subordinated with no meaningful economic value and are being issued solely to enable the reduction
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of capital to be effected. The New Deferred Shares also do not grant the holder thereof the right to
attend, in person or by proxy, meetings of holders of other equity securities of the Company.
In the event that a takeover offer is made for all of the ordinary shares of the Company, there is no
requirement under applicable securities legislation nor under the articles of association of the
Company pursuant to which such offer must also be made for the New Deferred Shares.
Reduction of Capital
Following the creation and issue of the New Deferred Shares, they will be cancelled in a court-
approved reduction of capital. The total capital reduced is expected to amount to US$4,450,000,000,
being the aggregate nominal value of the New Deferred Shares. No capital will be returned to the
holder of the New Deferred Shares or any other shareholder of the Company upon the reduction of
capital becoming effective.
The reduction of capital is subject to confirmation by the UK High Court. Shareholders will have the
opportunity to attend and be heard at the UK High Court hearing to approve the reduction of capital,
which is currently expected to take place on 5 October 2021.
General Meeting and Explanation of the Resolution
The creation and issue of the New Deferred Shares and the revised reduction of capital require the
approval by shareholders of a resolution of the Company in general meeting. A General Meeting of
the Company will be held at 1 Silk Street, London EC2Y 8HQ, United Kingdom at 2:00 pm (London
time) / 9:00 am (Toronto time) on 9 September 2021, with facilities to attend electronically, for this
purpose. The notice of meeting is set out in Part III of this document, and includes the full text of the
resolution (which appears as Resolution 1 in the notice of meeting). The resolution is a special
resolution, meaning it will be passed if at least 75 per cent. of the votes cast are in favour. The
purpose of the resolution is as follows:
In accordance with Article 8.1 of the Company’s articles of association, paragraph (a) of the
resolution proposes to authorise the Directors to capitalise an amount of up to
US$4,450,000,000 standing to the credit of the Company’s merger reserve.
As permitted by Articles 8.2 and 8.3 of the Company’s articles of association, paragraph (b)
of the resolution proposes to direct the Company to allot and issue up to 4,450,000,000 New
Deferred Shares, paid up in full at par, to a person to be identified by the Board of Directors,
who will hold the New Deferred Shares pending their cancellation.
Paragraph (c) of the resolution proposes to authorise the Directors to allot New Deferred
Shares, as required by the Companies Act 2006.
Paragraph (d) of the resolution proposes to approve the cancellation of the New Deferred
Shares. In accordance with the Companies Act 2006, the cancellation of the New Deferred
Shares will also require the approval of the UK High Court.
Paragraph (e) of the resolution proposes to authorise the Directors to carry out any ancillary
actions to give effect to the above steps.
For further information with respect to the processes and procedures relating to voting at the General
Meeting, please refer to “Part II – Action to be Taken” below.
Section B – Tracker Shares and Performance Share Plans
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As noted in the Prospectus, the Company operates two Performance Share Plans1 under which
‘Performance Shares’, a special class of shares in Endeavour Gold Corporation (“Performance
Shares”), have been and may be issued to and held by selected employees, directors, consultants
or other service providers of the Company and its group (the “participants”). The Performance
Shares can be redeemed to the extent services, performance and/or other conditions are met and,
on redemption, the participant will receive the amount specified in the Subscription Agreement which
can be paid in ordinary shares in the Company (“Shares”) or cash.
The Company supports participants choosing to receive Shares on redemption rather than cash as
this aligns their interests with those of other shareholders. However, in some cases doing so can
produce unfavourable tax consequences. The Company therefore wants to give selected
participants who redeem their Performance Shares for cash, the ability to choose to use the cash
proceeds to subscribe for ‘Tracker Shares’. This will achieve the same objective of alignment of the
interests of participants with other shareholders, but in a potentially more tax-efficient manner.
Tracker Shares are an existing class of shares in Endeavour Gold Corporation (a subsidiary of the
Company), which broadly track the value of and income received from Shares. The key rights and
features of a Tracker Share are as follows:
The holder can redeem a Tracker Share at any time and receive a payment in cash equal to
the value of one Share in at the time of redemption.
The holder is entitled to payment of an amount equal to any dividend payable on a Share.
The holder has no right to any return of capital on a winding up or reduction of capital or
otherwise, other than a solvent repurchase or redemption, in which case the holder is entitled
to receive such amount, if any, as they would be entitled to receive if redeemed on that day.
The holder is treated as redeeming the Tracker Share if there is a change of control of the
Company and will receive the greater of the then market value of a Share or the value of the
consideration payable for a Share in the transaction constituting the change of control.
Tracker Shares can only be transferred with the consent of Endeavour Gold Corporation and
then only to certain relatives of the participant or trusts for their benefit.
The subscription price of one Tracker Share will initially be equal to the market price of a Share at
the time of subscription. But if there is a rights issue, bonus issue, share split or consolidation,
demerger or other variation in share capital affecting Shares, the number of Shares to which each
Tracker Share relates may be adjusted so that a holder of a Tracker Share is in a comparable
position to that of a holder of a Share.
Other than the potential for tax-efficiency in certain circumstances, there is no economic benefit for
participants in using their cash redemption proceeds to subscribe for Tracker Shares over receiving
Shares on redemption and no changes are proposed to the rules of the Performance Share Plans
themselves.
The terms of the Tracker Shares which determine a participant's entitlement to, and the terms of,
securities, cash or other benefit to be provided and for the adjustment thereof (if any) if there is a
capitalisation issue, rights issue or open offer, sub-division or consolidation of shares or reduction
of capital or any other variation of capital cannot be altered to the advantage of holders of Tracker
Shares without the prior approval of shareholders in general meeting (except for minor amendments
1 These comprise the Performance Share Plan operated (described in the Prospectus as an “Old EDV Plan”) before
admission of the Shares to listing on the Official List and to trading on the main market for listed securities of the London Stock Exchange plc (“Admission”), and the corresponding Performance Share Plan intended to be used after Admission.
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to benefit the administration of the Tracker Shares, to take account of a change in legislation or to
obtain or maintain favourable tax, exchange control or regulatory treatment for holders of Tracker
Shares or the Company or members of its group). Any benefits from the Tracker Shares will not be
pensionable.
Shareholder approval is being sought for participants to be offered the opportunity to use the cash
proceeds of redemption of their Performance Shares to subscribe for Tracker Shares as described
above and for the ability of Endeavour Gold Corporation to issue Tracker Shares to participants as
required. The notice of meeting sets out the full text of the resolution that shareholders are asked to
approve (which appears as Resolution 2 in the notice of meeting). The resolution is an ordinary
resolution, meaning it will be passed if more than 50 per cent. of the votes cast are in favour.
For further information with respect to the processes and procedures relating to voting at the General
Meeting, please refer to “Part II – Action to be Taken” below.
Section C – Additional Information
Interest of Certain Persons or Companies in Matters to be Acted Upon
Save as set out below, no director or executive officer who is or has been a director or executive
officer of the Company or of Endeavour Mining Corporation since January 1, 2020 has any material
interest, directly or indirectly, in any matter to be acted upon at the General Meeting.
As of 6 August 2021, Sébastien de Montessus, President and CEO of Endeavour Mining, held
1,360,000 Performance Shares.
Quorum, Share Capital and Principal Shareholders
Under the Company’s articles of association, the quorum for the transaction of business at the
General Meeting consists of two members present or represented by proxy and holding or
representing by proxy at least 25 per cent. of the votes eligible to be cast at the General Meeting.
The resolution to approve the issue of the New Deferred Shares and the reduction of capital is a
special resolution, and requires the approval of not less than 75 per cent. of the votes cast. The
resolution to approve the issue of Tracker Shares to participants is an ordinary resolution, and
requires the approval of not less than 50 per cent. of the votes cast.
As at the close of business on 6 August 2021, the total issued share capital of the Company
comprised 250,378,442 ordinary shares, with each ordinary share carrying the right to one vote on
a poll. On a show of hands, every individual who is present as a registered shareholder or as a
representative of a registered shareholder that is a corporation, or who is holding a proxy on behalf
of a registered shareholder who is not present at the General Meeting, will have one vote, and on a
poll, every registered shareholder present in person or represented by proxy, will have one vote for
each ordinary share of which such person, or the person represented, is the holder.2
To the knowledge of the directors and senior officers of the Company, no person beneficially owns,
directly or indirectly, or exercises control or direction over ordinary shares of the Company carrying
10 per cent. or more of the voting rights attached to all the issued and outstanding ordinary shares
of the Company as at the date of this document, other than La Mancha Holding S.à r.l. (“La
Mancha”), BlackRock Investment Management (UK) Limited (“BlackRock”), and Van Eck
Associates Corporation (“Van Eck Associates”). Based on the latest available information to the
Company as at 6 August 2021: (i) La Mancha, a privately-held gold investment company whose
ultimate beneficial owner is Mrs. Yousriya Nassif Loza, directly or indirectly, exercises control or
2 Note that a shareholder that is a corporation that is represented by an individual under the Companies Act is deemed to
be present in person.
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direction over 48,228,223 ordinary shares of the Company, representing approximately 19.1 per
cent. of the voting rights attached to all of the issued and outstanding ordinary shares of the
Company; (ii) BlackRock exercises control or direction over 28,922,362 ordinary shares of the
Company, representing approximately 11.5 per cent. of the voting rights attached to all of the issued
and outstanding ordinary shares of the Company; and (iii) Van Eck Associates exercises control or
direction over 26,075,000 ordinary shares of the Company, representing approximately 10.3 per
cent. of the voting rights attached to all of the issued and outstanding ordinary shares of the
Company.
Indebtedness of Directors and Executive Officers
As of the date of this document no director, executive officer or senior officer of the Company, or any
associate of any such director or officer is indebted to the Company or any of its subsidiaries.
Interest of Informed Persons in Material Transactions
Since 1 January 2020, no informed person of the Company, no director of the Company, nor any
associate or affiliate of any informed person or director, has been party to any transaction or any
proposed transaction which has materially affected or would materially affect the Company or any
of its subsidiaries, other than the placement of shares to La Mancha under a short form base shelf
prospectus due to La Mancha exercising its anti-dilution rights granted under its Investor Rights
Agreement dated September 18, 2015, as amended on June 1, 2017, in connection with the
acquisition of SEMAFO Inc. ($100 million investment closed on July 3, 2020) and the acquisition of
Teranga Gold Corporation ($200 million investment closed on March 30, 2021).
Additional Information
Additional information relating to the Company may be found under its profile on the SEDAR website
at www.sedar.com. Financial Statements and MD&A relating to Endeavour Mining Corporation are
also available on the Company’s website at www.endeavourmining.com or at the Company’s
registered office at 5 Young Street, London W8 5EH, United Kingdom. Copies of the financial
statements and MD&A may be requested by contacting the Company at
[email protected]. Shareholders, employees, and other interested parties may
communicate directly with the Board of Directors through the Chairman, by writing to: Chairman of
the Board, Endeavour Mining plc, 5 Young Street, London W8 5EH, United Kingdom.
Recommendation
The directors consider the revised reduction of capital, the proposed use of Tracker Shares
in connection with the Performance Share Plans and the resolutions to be put to the General
Meeting to be in the best interests of the Company and its shareholders as a whole.
Accordingly, the Board unanimously recommends that you vote in favour of the resolutions
at the General Meeting.
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PART II
ACTION TO BE TAKEN
1 COVID-19
The impact of COVID-19 has restricted gatherings of people and non-essential travel for
much of the year-to-date. Although the legal restrictions put in place as part of the UK
Government’s response to COVID-19 have now been lifted, the Board of Directors may
decide that it is in the interests of our employees and shareholders to adopt measures to
preserve the health and wellbeing of any persons who seek to attend the General Meeting
in person at 1 Silk Street, London EC2Y 8HQ, United Kingdom.
These measures may include temperature checks, mask wearing and social distancing.
Attendance of non-shareholders will not be permitted and no refreshments will be provided
before, during or after the General Meeting. If you are required to self-isolate or quarantine,
we would ask that you do not attend the General Meeting in person. Anyone attempting to
attend the General Meeting in person and displaying COVID-19 symptoms may not be
admitted to the General Meeting and/or may be removed from the General Meeting to ensure
the health and wellbeing of other individuals in attendance.
Furthermore, the UK Government’s measures may change in response to further
developments between the date of this document and the date of the General Meeting, and
there is no guarantee that the anticipated guidance will remain the same by the date of the
General Meeting.
For these reasons, the Board recommends that shareholders appoint the Chair of the
meeting as proxy and provide voting instructions in advance of the General Meeting either
electronically or by using the enclosed Form of Proxy. Please see below for further details.
The Company also encourages shareholders to check its website
(www.endeavourmining.com) regularly for the latest information on its engagement with
shareholders and arrangements for the General Meeting. Further announcements regarding
the General Meeting will be announced via the Company’s website, a Regulatory Information
Service and posted to SEDAR, as required.
2 Voting Information
The voting process and procedures with respect to the General Meeting will vary depending
on whether a shareholder:
is named on the principal (UK) register of members, whether in certificated or
uncertificated form, or on the Canadian branch register of members (in each case, a
“Registered Shareholder”) – see section 3 below; or
holds one or more ordinary shares in the Company through a Canadian intermediary
(a “CDS Shareholder”) – see section 4 below.
Further details on how to log in to attend the General Meeting through the dedicated
electronic platform are set out in section 5 below.
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3 Voting by Registered Shareholders
Registered Shareholders who hold ordinary shares in the Company at the record time of
6:30pm (London time) / 1:30pm (Toronto time) on 7 September 2021 (or, if the meeting is
adjourned, 6:30pm (London time) / 1:30pm (Toronto time) on the day falling two days prior
to the date fixed for the adjourned meeting) may exercise their voting rights in respect of the
General Meeting in one of three ways:
by appointing a proxy to vote on their behalf at the General Meeting by no later than
2:00 pm (London time) / 9:00 am (Toronto time) on 7 September 2021 (see “Voting
by Proxy – Registered Shareholders on the Principal (UK) Register of Members” or
“Voting by Proxy – Registered Shareholders on the Canadian Branch Register of
Members” below); or
attending the General Meeting electronically and completing an electronic ballot
online during the meeting (see “Voting electronically by Registered Shareholders at
the General Meeting” below); or
attending the General Meeting in person and completing a physical ballot during the
meeting.
Due to the impact of COVID-19 and the risk that the UK Government’s measures may
change in response to further developments between the date of this document and the date
of the General Meeting, shareholders are strongly encouraged to appoint the Chair of the
meeting as their proxy.
3.1 Voting by Proxy
Registered Shareholders on the Principal (UK) Register of Members
As a Registered Shareholder on the principal (UK) register of members, you can appoint a
proxy to vote your Shares before the General Meeting in the following ways.
If you hold your Shares in certificated form, to appoint a proxy you should complete the
enclosed Form of Proxy and return it in accordance with the instructions printed on the form
so as to be received by Computershare Investor Services PLC, The Pavilions, Bridgwater
Road, Bristol BS99 6ZY as soon as possible but, in any event, so as to arrive no later than
2:00 pm (London time) / 9:00 am (Toronto time) on 7 September 2021 (or, in the case of an
adjournment of the General Meeting, at least 48 hours before the adjourned General
Meeting). Completion and return of a Form of Proxy will not prevent members from attending
and voting in person at the General Meeting (or any adjournment thereof) should they wish
to do so.
You can also vote via the internet on Computershare’s website by visiting
investorcentre.co.uk/eproxy. You will be asked to enter the Control Number, your
Shareholder Reference Number and your unique PIN, which are detailed on the
accompanying Form of Proxy.
CREST Shareholders
Shareholders who hold their Shares via CREST and who wish to appoint a proxy or proxies
through the CREST electronic proxy appointment service may do so for the General Meeting
(and any adjournment of the General Meeting) by following the procedures described in the
CREST Manual (available at https://my.euroclear.com). CREST personal members or other
CREST sponsored members (and those CREST members who have appointed a voting
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service provider) should refer to their CREST sponsor or voting service provider, who will be
able to take the appropriate action on their behalf.
In order for a proxy appointment or instruction made by means of CREST to be valid, the
appropriate CREST message (a “CREST Proxy Instruction”) must be properly
authenticated in accordance with Euroclear’s specifications and must contain the information
required for such instructions, as described in the CREST Manual (available via
www.euroclear.com). The message (regardless of whether it constitutes the appointment of
a proxy or an amendment to the instruction given to a previously appointed proxy) must, in
order to be valid, be transmitted so as to be received by Computershare UK (ID 3RA50) by
2:00 pm (London time) on 7 September 2021 (or, in the case of an adjournment of the
General Meeting, at least 48 hours before the adjourned General Meeting). For this purpose,
the time of receipt will be taken to be the time (as determined by the timestamp applied to
the message by the CREST Applications Host) from which the issuer’s agent is able to
retrieve the message by enquiry to CREST in the manner prescribed by CREST.
CREST members (and, where applicable, their CREST sponsors or voting service providers)
should note that Euroclear does not make available special procedures in CREST for any
particular messages. Normal system timings and limitations will therefore apply in relation to
the input of CREST Proxy Instructions. It is the responsibility of the CREST member
concerned to take (or, if the CREST member is a CREST personal member or sponsored
member or has appointed a voting service provider, to procure that his/her CREST sponsor
or voting service provider takes) such action as shall be necessary to ensure that a message
is transmitted by means of the CREST system by any particular time. CREST members (and,
where applicable, their CREST sponsors or voting service providers) are referred, in
particular, to those sections of the CREST Manual concerning practical limitations of the
CREST system and timings.
The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out
in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
Registered Shareholders on the Canadian Branch Register of Members
As a Registered Shareholder on the Canadian branch register of members, you can appoint
a proxy to vote your Shares before the General Meeting in the following ways.
Phone Call 1-866-732-8683 (toll-free in North America) or +1-312-588-4290
outside North America and follow the instructions. You will need to enter
your 15-digit control number. Follow the interactive voice recording
instructions to submit your vote.
Fax Fax 1-866-249-7775 (toll-free in North America) or 416-263-9524 (outside
North America).
Mail Enter voting instructions, sign the Form of Proxy and send your completed
Form of Proxy to Computershare Investor Services Inc., 100 University
Avenue, 8th Floor, Toronto, Ontario M5J 2Y1
Internet Go to www.investorvote.com. Enter the 15-digit control number printed on
the applicable Form of Proxy and follow the instructions on screen.
in all cases ensuring that the Form of Proxy is received at least 48 hours (excluding
Saturdays, Sundays and holidays) before the General Meeting (or any adjournment
thereof at which the Form of Proxy is to be used).
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The completion and return of a Form of Proxy will not prevent you from attending and
voting in person at the General Meeting (or any adjournment thereof) if you wish and
are so entitled.
Voting of Proxies and Exercise of Discretion
The Form of Proxy which accompanies this document confers authority on the persons
named in it as proxies (see paragraph immediately below) with respect to any amendments
or variations to the matters identified in the Notice of General Meeting (or other matters that
may properly come before the General Meeting), or any adjournment or postponement
thereof. The Shares represented by the proxy will be voted in accordance with the
instructions of the shareholder and, if the shareholder indicates a choice with respect to a
matter, the Shares will be voted accordingly.
The person named as proxy in each Form of Proxy is the Chair of the meeting. A shareholder
that wishes to appoint another person or entity (who need not be a shareholder) to represent
such shareholder at the General Meeting as proxy should follow the instructions set out
below regarding the appointment of third party proxies.
Appointment of Third Party Proxies
Registered Shareholders who wish to appoint a third party proxy to attend and participate
electronically at the General Meeting as their proxy and vote their Shares should insert the
person or entity’s name in the blank space provided in the relevant Form of Proxy. To do this,
Registered Shareholders MUST (i) submit their Form of Proxy, appointing that person as
proxy AND (ii) if they want that person to attend the General Meeting electronically and vote
on their behalf, register that proxy online, as described below.
Step 1: Submit your Form of Proxy: To appoint a third party proxy, insert that person’s
name in the blank space provided in the Form of Proxy and follow the instructions for
submitting such Form of Proxy. This must be completed before registering such proxy,
which is an additional step to be completed once you have submitted your Form of Proxy
and is required in order for that person named in the Form of Proxy to attend the General
Meeting electronically and vote on your behalf.
Step 2: Register your proxy: To register a third party proxy, registered shareholders
on the principal (UK) register of members should contact Computershare before 4.00
pm (London time) on 7 September 2021 on 0370 703 6179 (or +44 (0) 370 703 6179 if
you are calling from outside the UK) or via email to [email protected]
in order to receive a username and password to provide to your proxy. Lines are open
8.30 am to 5.30 pm Monday to Friday (excluding public holidays in England and Wales).
If you are a registered shareholder on the Canadian branch register of members and
wish to register a third party proxy, please visit
http://www.computershare.com/endeavour by no later than 4.00 pm (London time) on 7
September 2021 and provide Computershare with the required proxy contact
information so that Computershare may provide the proxy with a username and
password via email.
Without a username and password, third party proxies will be unable to vote
electronically at the General Meeting and will only be able to listen to proceedings
as a guest.
Revocation of proxy appointments
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A Registered Shareholder who has voted by proxy may revoke it any time prior to the
General Meeting. To revoke a proxy, a Registered Shareholder may deliver a written notice
to the offices of Computershare Investor Services PLC, The Pavilions, Bridgwater Road,
Bristol BS99 6ZY or by email to [email protected] (if registered
on the principal (UK) register of members) or to the offices of Computershare Investor
Services Inc., 100 University Avenue, 8th Floor Toronto, Ontario M5J 2Y1 (if registered on
the Canadian branch register), at any time up to 2.00 pm (London time) / 9.00 am (Toronto
time) on the last business day before the General Meeting or any adjournment or
postponement of the General Meeting.
If you follow the process for attending and voting at the General Meeting online (see below
under “Voting by Registered Shareholders at the General Meeting”), voting at the General
Meeting online will revoke your previous proxy. In addition, the proxy may be revoked by any
other method permitted by applicable law. The written notice of revocation may be executed
by the Registered Shareholder or by an attorney who has the Registered Shareholder’s
written authorisation. If the Registered Shareholder is a corporation, the written notice must
be executed by its duly authorised officer or attorney. Only Registered Shareholders have
the right to directly revoke a proxy.
Solicitation of Proxies
It is expected that the solicitation of proxies will be primarily by mail, however, proxies may
also be solicited by the officers, directors and employees of the Company by telephone,
electronic mail or personally. These persons will receive no compensation for such
solicitation other than their regular fees or salaries. The cost of soliciting proxies in
connection with the General Meeting will be borne directly by the Company. Notwithstanding
the above, the Chair of the meeting has the discretion to accept proxies after such deadlines.
3.2 Voting by Registered Shareholders at the General Meeting
Registered Shareholders and duly appointed proxies have the ability to participate, ask
questions and vote at the General Meeting by attending in person or online.
Voting electronically by Registered Shareholders at the General Meeting
If attending online, Registered Shareholders should follow the procedure set out below:
Logging in online at https://web.lumiagm.com/180382012 on your smartphone,
tablet or computer. You will need the latest version of Chrome, Safari, Internet
Explorer 11, Edge or Firefox. We recommend that you log in at least one hour
before the time fixed for the start of the General Meeting.
Clicking “I have a login”, entering a username and a password before the start
of the General Meeting and clicking on the “Login” button.
For a Registered Shareholder on the principal (UK) register of members, the
username is the Shareholder Reference Number located on the Form of Proxy
or in the email notification you received, and the password will be the PIN
number also located on the Form of Proxy or in the email notification you
received.
For a Registered Shareholder on the Canadian branch register of members,
the username is the unique 15-digit control number located on the Form of
Proxy or in the email notification you received, and the password is
“endeavour2021” (case sensitive).
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Prior to the date of the General Meeting, a Lumi user guide will be uploaded to
Endeavour’s website to assist shareholders with logging in and voting at the
General Meeting.
For a duly appointed proxy that wishes to vote at the General Meeting and that has been
registered with Computershare in accordance with the instructions above, the username and
password will be provided by email after the proxy voting deadline has passed (i.e. after 2:00
pm (London time) on 7 September 2021) and the proxy has been duly appointed AND
registered as described in “Appointment of Third Party Proxies” above.
During the General Meeting (as applicable), Registered Shareholders and duly appointed
proxies must ensure they are connected to the internet at all times in order to vote when
polling is commenced on the resolution put before the General Meeting. It is their
responsibility to ensure internet connectivity.
4 CDS Shareholders
The information set out in this section will be relevant to CDS Shareholders, as they do not
hold Shares in their own name and are therefore not classified as Registered Shareholders
for the purposes of this document.
Shareholders who hold Shares in CDS must follow the procedures outlined below to
participate in the General Meeting.
Shareholders who fail to comply with the procedures outlined below may nonetheless listen
to the live audio webcast of the General Meeting by logging in online
athttps://web.lumiagm.com/180382012, clicking on “I am a guest” and completing the online
form.
If your Shares are listed in an account statement provided to you by a broker or other
intermediary, then, in almost all cases, those Shares will not be registered in your name on
the register of members. Those Shares will more likely be registered under the name of an
intermediary (such as a bank or broker) or an agent of that intermediary. If that applies to
you, you are a CDS Shareholder.
In Canada, the vast majority of such Shares are registered under the name of “CDS & Co.”,
the registration name of CDS Clearing and Depository Services Inc., which acts as nominee
for many Canadian brokerage firms. Shares held by intermediaries can only be voted (for or
against resolutions) upon the instructions of the CDS Shareholders. Without specific
instructions, the intermediaries are prohibited from voting Shares for their clients. The
Company does not know for whose benefit the Shares registered in the name of CDS & Co.,
or another intermediary, are held.
CDS Shareholders who have an interest in Shares as at 4 August 2021 may exercise their
voting rights in respect of the General Meeting. This can be done in one of two ways:
instructing a vote through an intermediary at the General Meeting (see “Voting by
CDS Shareholders before the General Meeting” below); or
attending the General Meeting and completing a ballot online (see “Voting by CDS
Shareholders at the General Meeting” below).
Voting by CDS Shareholders before the General Meeting
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Applicable securities law requires intermediaries to seek voting instructions from beneficial
shareholders in advance of shareholder meetings. Every intermediary has its own mailing
procedures and provides its own return instructions, which should be carefully followed by
CDS Shareholders in order to ensure that their Shares are voted at the General Meeting or
any adjournment or postponement thereof. Often, the form of proxy supplied to a CDS
Shareholder by its intermediary is identical to the Form of Proxy provided to a Registered
Shareholder; however, its purpose is limited to instructing the intermediary on how to vote
(or instructing the voting) on behalf of the CDS Shareholder. The majority of intermediaries
now delegate responsibility for obtaining instructions from clients to Broadridge. Broadridge
typically mails a scannable voting instruction form in lieu of the Form of Proxy.
In accordance with the requirements of National Instrument 54-101 – Communication with
Beneficial Owners of Securities of a Reporting Issuer, the Company has elected to send the
Meeting Materials directly to the non-objecting beneficial owners. The Company has not
agreed to pay to distribute the Meeting Materials to objecting beneficial owners, who are
non-registered beneficial owners who have objected to their intermediary disclosing
ownership information about themselves to the Company.
If you are a CDS Shareholder – holding your Shares through a bank, broker, trust
company or custodian – you are requested to complete and return the voting
instruction form (through one of the methods specified in the form) to Broadridge or
your designated proxy service provider. Alternatively, CDS Shareholders can call the
toll-free telephone number printed on your voting instruction form or go to
www.proxyvote.com and enter your 16-digit control number to deliver your voting
instructions.
Broadridge tabulates the results of all instructions received and provides appropriate
instructions to the transfer agent regarding the voting of Shares to be represented at the
General Meeting (or any adjournment or postponement thereof). The Company may utilise
Broadridge QuickVoteTM service to assist CDS Shareholders that are “non-objecting
beneficial owners” with voting their Shares over the telephone.
Voting by CDS Shareholders at the General Meeting
A CDS Shareholder can only vote its Shares virtually at the General Meeting if:
it has previously appointed itself as the proxy for its Shares by printing its name in
the space provided on the voting instruction form and submitting it as directed on the
form; and
by no later than 9:00 am (Toronto time) on September 7 2021, it has gone to
http://www.computershare.com/endeavour to register with Computershare and
obtain a username for the General Meeting. This username will allow a CDS
Shareholder to log in to the live audio webcast and vote at the General Meeting.
Without a username, a CDS Shareholder will not be able to ask questions or
vote online at the General Meeting.
A CDS Shareholder may also appoint someone else as its proxy for its Shares by
printing their name in the space provided on the voting instruction form and
submitting it as directed on the form. If the CDS Shareholder’s proxy intends to attend
and participate at the General Meeting, after the voting instruction form has been submitted,
the CDS Shareholder must go to http://computershare.com/Endeavour by no later than 9:00
am (Toronto time) on September 7 2021 to register so that Computershare may provide the
15
proxy with a username via email. Without a username, a proxy will not be able to ask
questions or vote at the General Meeting and will only be able to listen to proceedings
as a guest.
Voting instructions must be received in sufficient time to allow the voting instruction form to
be forwarded by the CDS Shareholder’s intermediary to Computershare before 9:00 am
(Toronto time) on September 7 2021. If a CDS Shareholder plans to attend and participate
(by voting or asking questions) in the General Meeting (or to have its proxy attend and
participate in the General Meeting), such shareholder or its proxy must complete the proper
documentation well in advance of the General Meeting such as to give that CDS
Shareholder’s intermediary sufficient time to forward the necessary information to
Computershare before 9:00 am (Toronto time) on September 7 2021. CDS Shareholders
should contact their respective intermediaries well in advance of the General Meeting
and follow its instructions if they want to participate in the General Meeting.
5 Instructions for logging in to the General Meeting
Attending the General Meeting through the electronic platform allows Registered
Shareholders and duly appointed proxies (including CDS Shareholders who have duly
appointed themselves or a third party as proxies) to participate, ask questions and vote at
the General Meeting.
Guests, including CDS Shareholders who have not duly appointed themselves or a third
party as a proxy, can log into the General Meeting as a guest only. Guests may listen to the
General Meeting but will not be entitled to vote or ask questions.
The process for shareholders to attend the General Meeting through the electronic meeting
is as follows:
Registered Shareholders and duly appointed proxies may log in by going to
https://web.lumiagm.com/180382012, clicking “I have a Login”, entering their
username and password before the start of the General Meeting and clicking on the
“Login” button. It is recommended that you log in at least one hour before the time
fixed for the start of the General Meeting.
For a Registered Shareholder on the principal (UK) register of members, the
username is the Shareholder Reference Number located on the Form of Proxy or in
the email notification you received, and the password will be the PIN number also
located on the Form of Proxy or in the email notification you received.
For a Registered Shareholder on the Canadian branch register of members, the
username is the unique 15-digit control number located on the Form of Proxy or in
the email notification you received, and the password is “endeavour2021” (case
sensitive).
For duly appointed proxyholders (including CDS Shareholders who have appointed
themselves as proxies), your username and password will be provided to you by
Computershare after the proxy voting deadline has passed (i.e. after 2:00 pm
(London time) on 7 September 2021), provided that the proxy has been duly
appointed and registered in accordance with the procedures outlined in this
document.
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Shareholders may listen to the live audio webcast of the General Meeting by going
to the same URL noted above and clicking on “I am a Guest”. However, they will not
be able to ask questions or vote at the General Meeting.
During the General Meeting, shareholders and duly appointed proxies attending through the
electronic platform must ensure that they are connected to the internet at all times in order
to vote when polling is commenced on the resolution put before the General Meeting. It is
their responsibility to ensure internet connectivity.
Prior to the date of the General Meeting, a Lumi user guide will be uploaded to the
Company’s website to assist shareholders with logging in and voting at the General Meeting
(as applicable). If you have any doubts as to whether your system is compatible, you can
check your system’s compatibility by visiting https://www.lumiglobal.com/faq for additional
information. If you encounter technical difficulties, please contact Lumi at
17
PART III
NOTICE OF GENERAL MEETING
Endeavour Mining plc
(Registered in England and Wales with registered number 13280545)
Notice is hereby given that a General Meeting of Endeavour Mining plc (the “Company”) will be
held at 1 Silk Street, London EC2Y 8HQ, United Kingdom at 2:00 pm (London time) on 9 September
2021, with facilities to attend electronically, to consider and, if thought fit, pass the following
resolutions. Resolution 1 will be proposed as a special resolution and Resolution 2 will be proposed
as an ordinary resolution.
Special Resolution
1. THAT:
(a) at a time to be determined by the Directors being no later than 31 December 2021, an
amount of up to US$4,450,000,000 standing to the credit of the merger reserve account of
the Company at the date of this notice shall be capitalised (the “Capitalised Amount”);
(b) notwithstanding the provisions of Article 8.2 of the Company’s articles of association, the
Capitalised Amount shall be applied in paying up in full and at par up to 4,450,000,000 New
Deferred Shares and, in accordance with Article 8.3 of the Company’s articles of association,
the Board of Directors be and hereby is directed to allot and issue such New Deferred Shares
to a person to be identified by the Board of Directors at the time of allotment;
(c) in accordance with section 551 of the Companies Act 2006, the Directors be and are hereby
generally and unconditionally authorised to allot New Deferred Shares up to an aggregate
nominal value of US$4,450,000,000, in accordance with section (b) of this resolution or
otherwise, such authority to expire on the date of the Annual General Meeting of the
Company to be held in 2022, and to be in addition and without prejudice to any authority
under the said section 551 previously granted and in force on the date on which this
resolution is passed;
(d) subject to the allotment of the New Deferred Shares in accordance with this resolution and
Company’s register of members having been written up accordingly, the share capital of the
Company be reduced by cancelling and extinguishing all of the New Deferred Shares; and
(e) the Directors be and are hereby authorised to do all such acts and things as they may, in
their absolute discretion, consider necessary or expedient to give effect to such
capitalisation, allotment and issue of the New Deferred Shares, their cancellation, and all
associated matters;
and for the purposes of this resolution, “New Deferred Shares” means deferred shares of US$1
each in the capital of the Company, having the following rights and restrictions:
(i) the holders of the New Deferred Shares shall not be entitled in their capacity as holders of
such shares to receive any dividend or other distribution of the Company, and the New
Deferred Shares shall confer no right to participate in the profits of the Company;
(ii) on a return of capital on a winding-up, there shall be paid to the holders of the New Deferred
Shares only the nominal capital paid up, or credited as paid up, on such New Deferred
Shares, and only after paying to the holders of the ordinary shares the nominal capital paid
18
up or credited as paid up on the ordinary shares held by them respectively together with the
sum of US$1,000,000 on each ordinary share;
(iii) the holders of New Deferred Shares shall not be entitled in their capacity as holders of such
shares to receive notice of, attend, speak at or vote at any general meeting of the Company;
(iv) the New Deferred Shares shall not be listed or traded on any stock exchange nor shall any
share certificates be issued in respect of such shares, and the New Deferred Shares shall
be non-transferable except with the written consent of the Directors;
(v) the Company may from time to time create, allot and issue further shares, whether ranking
pari passu with or in priority to the New Deferred Shares, and on such creation, allotment or
issue, any such further shares (whether or not ranking in any respect in priority to the New
Deferred Shares) shall be treated as being in accordance with the rights attaching to the
New Deferred Shares and shall not involve a variation of such rights for any purpose or
require the consent of the holders of the New Deferred Shares;
(vi) any reduction of the capital paid up on the New Deferred Shares and/or the cancellation of
the New Deferred Shares (with or without payment in respect thereof) shall be in accordance
with the rights attaching to the New Deferred Shares and shall not involve a variation of such
rights for any purpose; and
(vii) without prejudice to paragraphs (v) and (vi) above, the Company is authorised to reduce or
cancel (or purchase shares in) its capital of any class or classes and such reduction or
cancellation (or purchase) shall not involve a variation of any rights attaching to the New
Deferred Shares for any purpose or require the consent of the holders of the New Deferred
Shares.
Ordinary Resolution
2. THAT the Company be authorised to offer selected participants in the Company’s Performance
Share Plans who redeem their Performance Shares for cash the opportunity to use the cash
proceeds to subscribe for Tracker Shares in Endeavour Gold Corporation, initially on a one-
for-one basis (but subject to adjustment as described in the articles of association of
Endeavour Gold Corporation) and to issue such Tracker Shares, in each case as described in
Section B of Part II of the document of which this Notice of Meeting forms part.
BY ORDER OF THE BOARD
Morgan Carroll, Company Secretary
11 August 2021
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Notes to Notice of Meeting
Hybrid Meeting
1. In accordance with Article 50.1 of the Company’s articles of association, the Company is
permitted to convene and hold a general meeting with participants attending in person or
via an electronic platform (a “Hybrid Meeting”). The Company will hold the General Meeting
as a Hybrid Meeting.
2. The Directors consider that the arrangements put in place with respect to holding the
General Meeting as a Hybrid Meeting are necessary to ensure the identification of those
taking part and the security of the electronic communication. Please see Notes 10 and 11
for further details with respect to remote participation and questions.
3. Shareholders seeking to attend or participate in the General Meeting via an electronic
platform are responsible for ensuring that they have access to facilities (including, without
limitation, systems, equipment and connectivity) which are necessary to enable them to do
so. Unless the General Meeting is adjourned by the Chair of the meeting in accordance with
the provisions of the Company’s articles of association, any inability of person or persons to
attend or participate in a Hybrid Meeting via an electronic platform will not affect the validity
of the General Meeting, or any business conducted at the General Meeting up to the point
of adjournment, or any action taken pursuant to the General Meeting.
Proxy Appointment
4. A member is entitled to appoint a person other than the person designated in the form of
proxy as his/her proxy to exercise all or any of his/her rights to attend and to speak and vote
at the meeting. A proxy need not be a shareholder of the Company, however, due to the
impact of COVID-19, shareholders are strongly encouraged to appoint the Chair of the
meeting as proxy. A shareholder may appoint more than one proxy in relation to the General
Meeting provided that each proxy is appointed to exercise the rights attached to a different
share or shares held by that shareholder. The appointment of a proxy should be undertaken
in accordance with the procedures contained in the document of which this notice of meeting
forms part. The shares represented by the proxy will be voted in accordance with the
instructions of the shareholder.
5. A form of proxy is enclosed. Subject to the UK Government guidance on public gatherings
in force at the time of the General Meeting and the discretion of the Directors, the
appointment of a proxy will not prevent a member from subsequently attending and voting
at the meeting in person. Instructions for the completion and submission of the form of proxy
are included in Part II of the document of which this notice of meeting forms part.
Nominated Persons
6. The right to appoint a proxy does not apply to persons whose shares are held on their behalf
by another person and who have been nominated to receive communications from the
Company in accordance with Section 146 of the Companies Act 2006 (“nominated
persons”). Nominated persons may have a right under an agreement with the member who
holds the shares on their behalf to be appointed (or to have someone else appointed) as a
proxy. Alternatively, if nominated persons do not have such a right, or do not wish to exercise
it, they may have a right under such an agreement to give instructions to the person holding
the shares as to the exercise of voting rights.
20
Information about shares and voting
7. The total number of issued ordinary shares in the Company on 6 August 2021, which is the
latest practicable date before the publication of this document, is 250,378,442, carrying one
vote each on a poll. As at 6 August 2021, the Company held 328,497 ordinary shares in
treasury pending cancellation. Therefore, the total number of votes exercisable as at 6
August 2021 is 250,049,945.
Record date for right to attend and vote
8. Entitlement of registered shareholders to attend and vote at the meeting, and the number
of votes which may be cast at the meeting, will be determined by reference to the Company’s
register of members at the record time of 6:30pm (London time) on 7 September 2021 or, if
the meeting is adjourned, 6:30pm (London time) on the day falling two days prior to the date
fixed for the adjourned meeting (as the case may be). In each case, changes to the register
of members after such time will be disregarded.
Corporate representatives
9. Any corporation which is a member can appoint one or more corporate representatives who
may exercise on its behalf all of its powers as a member provided that they do not do so in
relation to the same shares.
Remote participation
10. As set out in Notes 1 and 3, because the General Meeting is being held as a Hybrid Meeting,
shareholders who are named in the Company’s register of members as members of the
Company at the relevant time (see Note 8) and duly appointed proxies will be able to
participate, ask questions in “real time” (in addition to in advance of the General Meeting –
see Note 11 for further details) and vote at the meeting by logging in to the live audio webcast
online at https://web.lumiagm.com/180382012 and following the instructions set out in Part
II of the document of which this notice of meeting forms part.
Questions in advance of the General Meeting
11. In order to provide our shareholders with an opportunity to ask questions regarding the
business of the meeting, we ask that questions are sent via email to
[email protected] at least 7 days in advance of the General Meeting. The
Company must cause to be answered any such question relating to the business being dealt
with at the meeting but no such answer need be given if (a) to do so would interfere unduly
with the preparation for the meeting or involve the disclosure of confidential information, (b)
the answer has already been given on a website in the form of an answer to a question, or
(c) it would be contrary to the interests of the Company or the conduct of the meeting. We
will collate the questions received and may group questions thematically in providing
responses, both during the General Meeting and on our website. We will publish a copy of
the answers on our website as soon as reasonably practicable following the General
Meeting.
Website information
12. A copy of this notice and other information required by Section 311A of the Companies Act
2006 can be found at https://www.endeavourmining.com/.
21
Voting by poll
13. In accordance with Article 53.3 of the Company’s articles of association, the resolution to be
put to the meeting will be voted on by poll and not by show of hands. A poll reflects the
number of voting rights exercisable by each member and so the Board considers it a more
democratic method of voting. However, given the continued uncertainty of the impact of
COVID-19, the Chair may, in accordance with the articles of association, deem it necessary
to adjourn the General Meeting until a later date and therefore propose a resolution to
adjourn and/or other resolutions at the General Meeting itself, and any such resolution(s)
would be voted by a show of hands. The results of the voting will be announced to the
London Stock Exchange and the Toronto Stock Exchange as soon as possible after the
conclusion of the General Meeting.
Voting by electronic means
14. Instructions on how to vote electronically are found in the document of which this notice of
meeting forms part.
Use of electronic address
15. Members may not use any electronic address provided in either this notice of meeting or
any related documents (including the enclosed form of proxy) to communicate with the
Company for any purposes other than those expressly stated.
Documents available for inspection
16. The rules of the Performance Share Plans, the articles of association of Endeavour Gold
Corporation (which sets out the terms of the Tracker Shares) and this notice of meeting will
be available for inspection from the date of this notice of meeting until the close of the
General Meeting at the offices of Linklaters LLP, 1 Silk Street, London, EC2Y 8HQ and at
the General Meeting for at least 15 minutes before and during the meeting.
COVID-19
17. Although the legal restrictions put in place as part of the UK Government’s response to
COVID-19 have now been lifted, the Board of Directors may decide that it is in the interests
of our employees and shareholders to adopt measures to preserve the health and wellbeing
of any persons who seek to attend the General Meeting in person at 1 Silk Street, London
EC2Y 8HQ, United Kingdom. These measures may include temperature checks, mask
wearing and social distancing. Attendance of non-shareholders will not be permitted and no
refreshments will be provided before, during or after the General Meeting. If you are required
to self-isolate or quarantine, please do not attend the General Meeting in person. Anyone
attempting to attend the General Meeting in person and displaying COVID-19 symptoms
may not be admitted to the General Meeting and/or may be removed from the General
Meeting to ensure the health and wellbeing of other individuals in attendance.
18. The UK Government’s measures may change in response to further developments between
the date of this document and the date of the General Meeting, and there is no guarantee
that the anticipated guidance will remain the same by the date of the General Meeting. The
Company therefore encourages shareholders to check its website
(www.endeavourmining.com) regularly for the latest information on its engagement with
shareholders and arrangements for the General Meeting. Further announcements regarding
the General Meeting will be announced via the Company’s website, a Regulatory
Information Service and posted to SEDAR, as required.