First Quantum Minerals Ltd. (TSX:FM)
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Apr 28, 2026, 12:40 PM EST
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AGM 2024

May 9, 2024

Operator

Hello and welcome to the annual meeting of shareholders of First Quantum Minerals Ltd. Please note that today's meeting is being recorded. If you participate in today's meeting and disclose personal information, you will be deemed to consent to the recording, transfer, and use of the same. If you disclose personal information of another person in today's meeting, you will be deemed to represent and warrant to Computershare and the corporation that you first obtained all required consents for the disclosure, recording, transfer, and use of such personal information from all appropriate persons before your disclosure. At the end of the meeting, we'll have a question-and-answer session. You can submit questions or comments at any time during the meeting by clicking on the message icon. It is now my pleasure to turn today's meeting over to Robert Harding, Chair. The floor is yours.

Robert Harding
Chair of the Board of Directors, First Quantum Minerals Ltd.

Thank you. Good morning, everyone, and welcome to the 2024 Annual General Meeting of First Quantum Minerals, which I will now call to order. My name is Robert Harding, and I am Chair of the Board of Directors of First Quantum, and I will act as Chair of today's meeting. Before I begin with the formalities of today's meeting, I would just like to say a few words of respect for Philip Pascall, our founder and chairman, who passed away in September last year. Philip founded the company over 25 years ago and instilled an entrepreneurial and bold culture that continues with the company to this day. Under Philip's leadership, First Quantum has grown to become a significant copper producer, with operations spanning several continents and employing, until recently, more than 20,000 people. Philip is sadly missed by all of us at First Quantum.

He was a remarkable individual in many ways, and it was truly a privilege to know him and work with him. Joining me on the call today is Tristan Pascall, our Chief Executive Officer. Our remaining directors, Andrew Adams, Kathleen Hogenson, Kevin McArthur, Simon Scott, Geoff Chater, Joanne Warner, and Alison Beckett, are also present at the meeting. Turning now to the business of the meeting, I will ask our Corporate Secretary, Sarah Robertson, to act as Secretary of the meeting, and I appoint Computershare through its representatives to act as scrutineer of the meeting. Following the formal part of today's meeting, Tristan will briefly review the company's performance over the past year.

Please be advised that if you are a registered shareholder or duly appointed proxy holder who have properly logged in with your control numbers or invite code, you may ask questions through the Computershare chat function. We will answer any questions you may have after the main business of the meeting has concluded. I have before me a copy of the affidavit of mailing from Computershare confirming that the notice and access document, the combined Notice of Meeting Management Information Circular dated March 14, 2024, were applicable. The form of proxy, the voting instruction form, the AGM Guide for Virtual Meetings, the consolidated financial statements, and the financial statement request form were mailed to shareholders on March 28, 2024.

I have before me a preliminary scrutineer's report indicating that 113 shareholders have voted 698,923,379 common shares of the company by proxy, representing approximately 83.8% of the issued and outstanding common shares of the company. As the articles of the company require the presence of two shareholders in person or by proxy for a quorum to exist at a shareholders' meeting, I declare that a quorum is present and that the meeting is regularly called and properly constituted for the transaction of business. I would now ask that the scrutineer compile the report regarding the results of voting on all business matters to come before the meeting. The voting results will be published by the company on SEDAR+ and by press release. For the purpose of the meeting today, voting on all matters will be conducted by electronic ballot.

Registered shareholders and duly appointed proxy holders who have properly logged in with their control numbers or invite code will be able to vote after the presentation of the items of business to be put forth at today's meeting. When you are invited to vote, you will receive a message on the Computershare Virtual Interface requesting you to register your vote for each item of business. If you are a registered shareholder or a duly appointed proxy holder and have already voted by submitting your proxy form in advance of the meeting, it is not necessary for you to vote again today. The last annual meeting of the company was held on May 4, 2023. I have minutes of that meeting before me, and I ask for a motion.

Sarah Robertson
Corporate Secretary, First Quantum Minerals Ltd.

I move that the reading of the minutes of the 2023 Annual General Meeting held on May 4, 2023, be dispensed with and that the minutes of the said meeting be taken as read and approved.

Robert Harding
Chair of the Board of Directors, First Quantum Minerals Ltd.

Thank you, Sarah. I would now like to move to the formal business of the meeting and the resolutions for consideration before today's meeting. I present the consolidated financial statements of the company for the year ended December 31, 2023, and the report of the auditor thereon, copies of which have been mailed to each shareholder of the company who have requested it. Electronic copies of the consolidated financial statements are also available for viewing on SEDAR+ at www.sedarplus.com. The next item of business is to fix the number of directors to be elected to the board of directors. The management information circular provided for the number of directors to be fixed at nine. Next is the election of the nine directors of the company for the ensuing year.

The company management information circular has nominated Andrew Adams, Alison Beckett, Geoff Chater, Robert Harding, Kathleen Hogenson, Kevin McArthur, Tristan Pascall, Simon Scott, and Joanne Warner. Please note that in accordance with the company's majority voting policy, this resolution requires you to vote for each individual director and not a slate of directors. The next item of business is to appoint the auditor for the ensuing year. It is proposed that PricewaterhouseCoopers LLP, Chartered Accountants, be reappointed to serve as auditor of the company for the ensuing year and that the directors of the company be authorized to fix the auditor's remuneration. Next is to accept the company's approach to executive compensation as described in the information circular. It should be noted that this is an advisory vote and that the results will not be binding on the company.

However, the board will take the results on the vote into account as appropriate when considering future compensation policies, procedures, and decisions. May I have a motion for each of these resolutions?

Sarah Robertson
Corporate Secretary, First Quantum Minerals Ltd.

I move that the consolidated financial results of the company for the year ended December 31, 2023, be received, that the number of directors to be elected to be fixed at nine, that each of Andrew Adams, Alison Beckett, Geoff Chater, Robert Harding, Kathleen Hogenson, Kevin McArthur, Tristan Pascall, Simon Scott, and Joanne Warner be elected as directors to hold office until the conclusion of the next annual general meeting of the company.

The PricewaterhouseCoopers, LLP, Chartered Accountants, be appointed as auditor of the company to hold office until the close of the next annual general meeting of the company, and that the directors be hereby authorized to fix the remuneration to be paid to the auditor, and that it be resolved on an advisory basis and not to diminish the roles and responsibilities of the board of directors of the company, that the shareholders accept the approach to executive compensation as disclosed in the company's management information circular delivered in advance of this annual general meeting of shareholders.

Robert Harding
Chair of the Board of Directors, First Quantum Minerals Ltd.

Thank you, Sarah. The poll is now open for approximately one minute, and I ask that you cast your votes. Thank you. I now declare the poll closed. Given that it will take some time for the scrutineer to determine the results of the ballot and prepare their report, I would like to invite Tristan Pascall, our Chief Executive Officer, to make a short presentation on the company's performance. Tristan?

Tristan Pascall
CEO, First Quantum Minerals Ltd.

Thank you, Bob, and thank you, everyone, for joining us today at the First Quantum 2024 annual general meeting. My name is Tristan Pascall, and I am the Chief Executive Officer of the company. It's certainly a privilege to address you today. 2023 was a significant year for First Quantum, having reached record copper production at Cobre Panamá and the ramp-up of the Enterprise Nickel project in Zambia. Unfortunately, following political unrest in Panama, we ended the year with Cobre Panamá being placed into preservation and safe management. This development consequently impacted our financial results for 2023, with the company reporting gross profit of $1.3 billion, EBITDA of $2.3 billion, and adjusted earnings of $261 million, a significant reduction from the prior year.

Along with the situation in Cobre Panamá, the decline in the company's financial performance was also attributable to lower copper and nickel prices as well as lower sales volumes, mainly a result of unsold copper concentrates at Cobre Panamá. In 2023, First Quantum produced approximately 708,000 tons of copper. During the year, Cobre Panamá produced 331,000 tons of copper. Up until the point of the Supreme Court ruling in Panama, the CP100 expansion facilities were operating very well, achieving monthly production records over the course of the year, and was on track to exit the year at a rate of 100 million tons per annum. There is currently no mining activity at Cobre Panamá. However, blockades around the mine have dissipated, allowing for the delivery of critical supplies for the environmental stewardship of the asset.

We continue to work with the Ministry of Commerce and Industries regarding a program for preservation and safe management of the mine. As we navigate through this period at Cobre Panamá, I want to reaffirm that our commitment to the environment in Panama remains paramount. In regards to the environmental standing at the mine, we recently received the finding of MiAMBIENTE's compliance audit for the period from June to October 2023, undertaken by the government's independent auditors, CODESA. Their report found that Cobre Panamá was 100% compliant on its environmental commitments and legislative obligations. On health and safety, there were five instances of non-compliance relating to three commitments of the total 371 commitments under the ESIA, which at the time were being actively addressed. The summary report will be published on the Cobre Panamá Transparency website.

In protecting our investment in Panama, we continue to move forward with our two arbitration proceedings, that being the Canada-Panama Free Trade Agreement, and the second one as per the arbitration clause of the Refreshed Concession Contract. However, as we have consistently stated, arbitration is not our preferred outcome, and we remain committed to Panama and being part of a long-term solution that delivers the best outcome for the country and the people of Panama. Panama recently held its elections, and the new president will officially take office in early July. We look forward to engaging constructively with the new administration to ensure the environmental stability, asset integrity, and the future of Cobre Panamá. We also continue to seek to listen and learn from the people of Panama. Kansanshi produced 135,000 tons of copper in 2023 as mining continued to be constrained by grades and throughput.

However, this will be addressed with the S3 expansion that will return Kansanshi to a +200,000-ton copper-producing mine. The S3 expansion project is a key part of our ongoing commitment to Zambia and will return First Quantum to a position of strong free cash flow generation. We continue to make good progress on the project, which remains on track for construction completion in mid-2025. The primary crusher excavation was completed, and we have received first deliveries of SAG mill components. Our focus is on project cost control while ensuring the quality of construction execution. This is the sixth mill of a similar size that the project team has installed, and we are pleased so far with the progress against the schedule. At the Sentinel Mine, heavy rainfall at the beginning of 2023 impacted copper production for the year, which totaled 214,000 tons.

There has been significant work on wet weather preparations, and stormwater management processes have been implemented to mitigate the risk of potential water accumulation that was experienced in that rainy season. So far in 2024, Sentinel has been operating well, and we've seen an improvement in mining productivities across the mine. We were pleased to have started up the Enterprise Nickel project at Trident on schedule in the first quarter of 2023. First nickel concentrate was produced during the second quarter, and first sales were realized during the third quarter, and we expect commercial production to be achieved later in 2024. Enterprise will be the largest nickel mine in Africa, and First Quantum is excited to deliver this energy transition mantle into the renewable energy market and, in particular, into battery technologies.

During 2023, the team on the ground at the Ravensthorpe Nickel Mine in Australia worked hard to uphold margins against a falling nickel price. Earlier this year, we embarked on a new operating strategy focused on the atmospheric leach to reduce costs. However, despite the best efforts of the team, this innovative approach has not been enough to make RNO more financially viable. We made the difficult decision early this month with our partners, POSCO, to place Ravensthorpe into care and maintenance. This has a large impact on our employees and the local community surrounding us. We are supporting our people through this difficult phase. We will honor our commitments to the environment and the local community. Ravensthorpe will be kept in good condition, and we'll preserve the ore body for a future restart once nickel prices return to more sustainable levels.

While 2023 posed challenges with the developments in Panama, the year was also marked by several important achievements. We hosted our inaugural virtual ESG Day that outlined our practical and pragmatic approach to a number of ESG areas key to our business. We were also pleased to have signed a new partnership with Rio Tinto to move forward the La Granja project, one of the world's largest undeveloped copper ore bodies. As part of our ongoing commitment to decarbonize our mining operations, we have formed a technology partnership with Hitachi Construction Machinery for the development of Hitachi's first battery-only mining trucks. In September 2023, the company was deeply saddened by the passing of Philip Pascall, co-founder and chair since the inception of First Quantum in 1996 and CEO until May 2022.

Under his leadership, Philip instilled an entrepreneurial and bold culture that saw the company grow from 10,000-ton tailing reprocessor to one of the world's largest copper producers. Philip's spirit and generosity profoundly impacted the lives of many at First Quantum and in the communities around our mines. The greatest source of Philip's pride was the impact of many community programs that First Quantum conducted, bringing improved standards of health and education, including many clinics and schools in often very remote places. Consequently, First Quantum is the largest contributor to corporate social responsibility in Zambia. This was recognized last October when Philip was posthumously bestowed with the Order of the Eagle of Zambia Third Division by the President Hakainde Hichilema. It was a tremendous honor for me to accept this award on Philip's behalf.

I wish to thank Robert Harding for taking on the role of Chair of the Board in 2023 and also the rest of the board for their support during a period of significant flux for the company. Given the events in Panama, our focus has been on ensuring that we have a balance sheet that supports the completion of the Kansanshi S3 expansion project, independent of the timing of resolution in Panama. At the start of 2024, it was pleasing to announce a holistic approach to strengthen the balance sheet that was comprised of a $500 million copper prepay agreement, an amendment and extension of our $2.2 billion corporate loan facilities, a $1.6 billion bond offering, and a $1.15 billion equity bought deal offering. The bond and equity offerings were substantially oversubscribed, and it was humbling to receive this strong endorsement from the investment community.

I would like to thank our lenders, bondholders, and in particular, our shareholders for their support on these transactions and their confidence in the outlook of the company. Looking forward to the year ahead, the company remains focused on advancing additional balance sheet initiatives in a disciplined manner. Additionally, we will continue on our commitments to operational excellence whilst delivering the Kansanshi S3 expansion project and hope to walk towards a mutually beneficial resolution in Panama. Thank you.

Robert Harding
Chair of the Board of Directors, First Quantum Minerals Ltd.

Thank you, Tristan. I have now been advised that the scrutineer has completed the tabulation for each of the items of business. Based on provisional results, I declare that all resolutions have been approved and the records of majorities have been obtained. I would ask the scrutineer to compile the report regarding the voting results on all business matters, and I direct that the results be included in the minutes of this meeting. The results of the voting will be announced in a press release in accordance with the policies of the Toronto Stock Exchange and filed on SEDAR+ under the company's profile. There being no further business and no questions from shareholders, I would ask for a motion to terminate this meeting.

Sarah Robertson
Corporate Secretary, First Quantum Minerals Ltd.

I move that the meeting be concluded.

Robert Harding
Chair of the Board of Directors, First Quantum Minerals Ltd.

Thank you. I hereby declare the formal business of the day concluded and the meeting terminated. On behalf of the board of directors, thank you all for attending today.

Sarah Robertson
Corporate Secretary, First Quantum Minerals Ltd.

This concludes the meeting. You may now disconnect.

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