EGM 2022

Dec 19, 2022

Hello and welcome to the Canacol Energy special shareholders meeting. I will now turn the call over to Mr. Michael Hibberd, Chairman of the Board. Please proceed, sir. Thank you. Morning, ladies and gentlemen. Greetings from Calgary. It's -30, so we all wish we were in Bogotá right now. Any event, welcome to this special meeting of shareholders of Canacol Energy Ltd. My name is Michael Hibberd, I'm Chairman of the Corporation, and I'll act as Chair of this meeting. We will note that our CEO, Charle Gamba, is in attendance in Bogotá and on the line and physically present are members of our Executive Team and Board of Directors. In terms of the agenda today, we'll deal with the formal business meeting, which is set out in the proxy materials, which were sent to shareholders. Meeting will now come to order and I'll ask Andrés Valenzuela Pachón, Corporate Leader of the Corporation, to act as Secretary of the meeting, and Computershare to act as scrutineer of the meeting. Now I request the Secretary to table proof of delivery of the notice of meeting, instrument of proxy, Management Information Circular, and accompanying documents to the registered shareholders of the corporation. Of the declaration, thank you. It's confirmed. Proof of mailing of the notice of meeting and accompanying documents have been duly filed, and a direct copy with the proof of delivery be kept by the Secretary with the records of the meeting. Give that back. I'd like to take a moment to discuss voting procedure. It's fairly simple today. Voting on all matters will be conducted by ballot. Any shareholder, proxyholder wishing to speak is requested to stand when recognized by me as Chair, provide his or her name before addressing the meeting. Bylaws of the Corporation provide that a quorum of shareholders is present at a meeting of shareholders, that at least two persons holding or representing by proxy, not less than 25% of shares entitled to vote at the meeting of shareholders are present in person or by proxy. I've received the Scrutineer's Report showing they are in attendance at this Meeting in person or by proxy, six shareholders holding 88,188,753 Common Shares. Accordingly, the total representation of this Meeting by shareholders present in person and by proxy is 51.71% of the Common Shares of the Corporation. Therefore, I 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. Just for convenience, we've designated two shareholders to move and second motions, and that is Anthony Zaidi and Andrés Valenzuela Pachón. First item of business is the approval of the consolidation of the outstanding common shares of the corporation on the basis of one new post-consolidation common share for every five currently outstanding common shares. All is particularly described in the management information circular dated November 9, 2022. This is Anthony Zaidi. I move that the special resolution, as more particularly set forth in the information circular relating to the approval of the share consolidation, be approved. This is Andrés Valenzuela Pachón. I second the motion. Thank you. As noted earlier, we are conducting all the results by poll. Just confirm, are there any changes? There's no changes. Okay. I actually have the poll results from the scrutineer, and I declare the special resolution regarding the approval of the share consolidation has been duly passed with 98.57% of the votes having been cast. If any shareholder is interested in the exact number of votes cast in favor of or against this resolution, particulars may be obtained from the Secretary of the meeting. I direct the scrutineer's report be annexed to the minutes of this meeting as a schedule. Thank you. Next item of business is the approval of a new By-Law No. 1 of the corporation. All is more particularly described in the management information circular. This is Anthony Zaidi. I move that the ordinary resolution, as more particularly set forth in the information circular relating to the approval of the new By-Law No. 1, be approved. This is Andrés Valenzuela Pachón. I second the motion. Thank you. As noted earlier, this vote is also by ballot. Are there any changes in the ballot? There have been no changes. Thank you. I have the ballot results from the scrutineer, and I declare the special resolution regarding the approval of the new By-Law No. 1 has been duly passed with 96.68% of the votes having been cast. Any shareholder who's interested in the exact number of votes obtained from the Secretary of the meeting, excuse me, exact number of votes, particulars can be obtained from the Secretary of the meeting. I direct the scrutineer's report be annexed to the minutes of the meeting as a schedule. Okay. Is there any further business that should be brought before this meeting? Seeing no requests, can I please have a motion to terminate this meeting? This is Anthony Zaidi. I move that the meeting be terminated. This is Andrés Valenzuela Pachón. I second the motion. Thank you. All those in favor of the resolution, please signify in the usual manner by raising your hand. Opposed? Motion's carried. I declare the meeting terminated. Thank you very much. The conference has now concluded. Thank you for attending today's presentation, and you may now disconnect.