AGM 2022

Jun 24, 2022

Good morning and welcome to the Canacol Energy Annual General and Special Shareholders Meeting. All participants will be in a listen-only mode. Please note, this event is being recorded. At this time, I'd like to turn the floor over to Mr. Michael Hibberd, Chairman of the Board of Directors of Canacol Energy. Please go ahead. Good morning, ladies and gentlemen. Welcome to the Annual General Special Meeting of shareholders of Canacol Energy Ltd. For those who are unfamiliar, I'm Chairman of the Corporation, and I'll chair this meeting. Before I start, I'll pass to Charle Gamba to introduce members of the management team who are in attendance. Please go ahead, Charle. Your volume is not working. Can you hear me? Hello? Yes. Okay. Good morning, Mike. I'd like to introduce my left. Charle, your volume's gone again. Can you hear me now? Yes, that's perfect. Very good. Thank you. On my left, I'd like to introduce Anthony Zaidi, our Vice President of Business Development. To his left, Andrés Valenzuela Pachón, who is our Legal Representative for Canacol Energy here in Colombia. At the back of the room, Mauricio Hernández, who is our Vice President of Investor Relations here in Colombia. Thank you. We have Jason Bednar on the line, who's our CFO, and then Aurora Juan is here with Tracy Whitmore as well in the Calgary office. As members of the board today, we apologize for the delay there. We were waiting for some of our board members to join. Members are in attendance at this meeting, and we'll proceed with the agenda items. Formal matters of the Annual and Special Meeting are described in the proxy materials which were sent to shareholders. Following the formal part of the meeting, there will be a chance to ask questions. The meeting will now come to order. I ask Andrés Valenzuela, Corporate Leader of the Corporation, to act as Secretary of the meeting, and Alliance Trust Company to act as Scrutineer of the meeting. I now request the Secretary to prove the delivery of the notice of meeting, instrument of proxy, Management Information Circular, and the company documents to the registered shareholders of the corporation. Okay, can you please produce that? I have the actual. Okay, we got the original. We got the original here, and the others emailed the vote count. Thank you. Proof of mailing of notice calling the meeting and the accompanying documents have been duly filed, and I direct the copy of the notice of meeting with proof of delivery to be kept by the Secretary with the records of this meeting. Let me take a moment to discuss voting procedures. Unless the ballot is requested with respect to any particular matter, voting on all matters will be conducted by a show of hands. Any shareholder or proxy holder wishing to vote is requested to stand and then recognized by the chairperson by his or her name before addressing the meeting. By the way, the corporation provides that upon a quorum of shareholders currently meeting with shareholders, at least two persons holding or represented by proxy, not less than 5% of the shares entitled to vote at the meeting of shareholders are present in person or by proxy. I have received the scrutineer's report showing that there are in attendance at this meeting, in person or by proxy, six shareholders holding 103,360,189 common shares. Accordingly, the total representation at this meeting by shareholders present in person and by proxy is 60.9% of the common shares in the corporation. Therefore, I declare that 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 the presentation to shareholders of the audited financial statements of the corporation for the period ended December 31, 2021, and the auditor's report on these financial 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 this meeting. This is Anthony Zaidi. I move that the reading of the report of the auditor on the financial statements be dispensed with. Okay. We could hear that just barely. Anthony, could you please speak up louder and repeat the motion? I move that the reading of the report of the auditors and the financial statements be dispensed with. Thank you. Second, please. Andrés Valenzuela Pachón. I second that motion. Thank you. All in favor, signify by waving your hand. Opposed? The motion carried. The next item of business is the fixing of the size of the Board of Directors to be elected at the meeting. This upcoming year for 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. Andrés Valenzuela. Second the motion. Andrés, could you repeat that? We could not hear you. Andrés Valenzuela. I second the motion. Thank you. All in favor, signify in the usual manner by raising your hand. Opposed? Motion carried. Now proceed with the election of Directors. Three Directors will be elected at this time to hold office until the next Annual Meeting or until their successors are elected or appointed. Anthony Zaidi. I nominate Charle Gamba, Michael Hibberd, David Winter, Gregory D. Elliott, Francisco Diaz, Gonzalo Fernández-Tinoco, Ariel Merenstein, and Juan Argento 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. I second the motion. Thank you. Any further nominations? Nominations closed. All in favor of the election of those nominated, please signify by usual manner by raising your hand. Opposed? None. I now declare those nominated and duly elected Directors of the Corporation, 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. The next item of business is the appointment of Auditors of the Corporation. Anthony Zaidi. I move that KPMG LLP Chartered Professional Accountants be appointed as auditor of the corporation until the next annual meeting or until a successor is appointed and that KPMG's remuneration be fixed by the Board of Directors. Andrés Valenzuela Pachón, I second the motion. Thank you. Motion noted and seconded. All those in favor, signify by usual manner by raising your hand. Opposed? None. Motion carried. Next item of business is the reapproval of the omnibus long-term incentive plan of the corporation. All is more particularly described in the Management Information Circular of the corporation dated May 13, 2022. This is Anthony Zaidi. I move that the ordinary resolution as more particularly set forth in the Information Circular dated the reapproval of the omnibus plan be approved. Andrés. I second the motion.