AGM 2023

Jun 23, 2023

Welcome to the Canacol Energy Annual General and Special Shareholders Meeting. All participants will be in listen-only mode. Please note this event is being recorded. I would now like to turn the conference over to Mr. Michael Hibberd, Chairman of the Board of Directors of Canacol Energy. Please go ahead. Good morning, ladies and gentlemen, and welcome to the AGM of shareholders of Canacol Energy Ltd. My name's Michael Hibbert, I'm Chairman of the Board, and I'll act as chairman of this meeting. We'll deal with the formal business first, and it's obviously described in the proxy materials, which were sent to shareholders. Following the formal part of the meeting, if any questions come up, we'll address them then. The meeting will now come to order, and I'll ask Andres Valenzuela, Corporate Leader of the corporation, to act as Secretary of the meeting, and the Olympia Trust Company to act as Scrutineer of the meeting. So I'd like the secretary to start by tabling proof of delivery of the notice of meeting, instrument of proxy, management information circular, and accompanying documents to the registered shareholders of the corporation. Thank you. The Secretary has shown a declaration approving the mailing of the notice, instrument proxy, and circular, and the accompanying documents. Proof of mailing of the notice calling the meeting and the accompanying documents has been duly produced and will be filed with the Secretary in the records of this meeting. I'd like to take a second to discuss the voting procedure. Unless a ballot is requested in respect of any particular matter, voting on all matters will be conducted on a show of hands. Any shareholder or proxy holder wishing to speak or request to so stand, when recognized by me as Chair, provide his or her name before addressing the meeting. Bylaws of Incorporation provide that a quorum of shareholders present at the meeting of shareholders of at least two persons holding or representing by proxy not less than 25% of the shares entitled to vote at the meeting of shareholders are present in person or by proxy. I've received the Scrutineer's report already, showing that there are in attendance at this meeting, in person or by proxy, four shareholders holding 18,079,321 shares. Could the Scrutineer confirm that number? That is correct. Thank you. Accordingly, the total representation at this meeting by shareholders present in person and by proxy is 53% of the common shares of the corporation. I therefore declare there is a quorum present at this meeting. Now I declare the meeting is regularly called and properly constituted for the transaction of business. The first item of business is a presentation to shareholders of the audited financial statements of the corporation for the period ended December 31, 2022, and the auditor's report on these statements. Copies of these materials have been mailed to each registered shareholder, and there are extra copies available to shareholders on request. Unless any shareholder wishes to have the auditor's report read, I don't propose to have it read at the meeting. This is Anthony Zaidi. I move that the reading of the report of the auditor and the financial statements be dispensed with. This is Andrés Valenzuela. I second the motion. Thank you. All those in favor, signify in the usual manner by raising your hand. Opposed, if any? Thank you. Motion's carried. Next item of business, fixing the size of the Board of Directors to be elected at this meeting. For the purpose of the upcoming year, it's proposed the Board of Directors shall consist of eight members. I now request a motion to fix the Board of Directors at eight members. This is Anthony Zaidi. I move that the Board of Directors of the Corporation to be elected at the meeting be fixed at eight members. This is Andrés Valenzuela. I second the motion. Thank you. All those in favor, please signify by raising your hand. Thank you. Opposed? None. Motion carried. We'll now proceed with the election of Directors. Eight Directors will be elected at this time to hold office until the next Annual Meeting or until their successors are elected or appointed. This is Anthony Zaidi. I nominate Charle Gamba, Michael Hibberd, David Winter, Francisco Diaz, Gonzalo Fernández-Tinoco, Ariel Merenstein, Juan Argento, and Gustavo Gattass for election as Directors of the corporation to hold office for the ensuing year, unless his office is earlier vacated in accordance with the bylaws of the corporation. This is Andrés Valenzuela. I second the motion. Thank you. Are there any further nominations? I now declare the nominations closed. All in favor of the election of those nominated, please signify by raising your hand. Opposed? None. I now declare those nominated be duly elected Directors of the corporation to hold office until the next annual election of Directors, unless their office is vacated or a successor is appointed in accordance with the bylaws of the corporation. Next item of business is the appointment of auditors of the corporation. This is Anthony Zaidi. I move that KPMG LLP Chartered Professional Accountants be appointed as auditor of the Corporation until the next Annual General Meeting or until a successor is appointed, and that KPMG's remuneration be fixed by the Board of Directors. This is Andrés Valenzuela. I second the motion. Thank you. All those in favor, please signify by raising your hand. Opposed? None. Motion carried. There's no further business to be brought before the meeting. Are there any requests for further business? None. I would then ask for a motion to terminate this meeting. This is Anthony Zaidi. I move that the meeting be terminated. This is Andrés Valenzuela. I second the motion. Thank you. All those in favor, please raise your hand. Any opposed? None. I declare the meeting terminated. Thank you very much. This conference is now concluded. Thank you for attending. You may now disconnect.