First Quantum Minerals Ltd. (TSX:FM)
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36.45
+0.45 (1.25%)
May 13, 2026, 10:05 AM EST
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AGM 2026

May 7, 2026

Operator

Hello, and welcome to the Annual General 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 during the meeting, you'll be deemed to consent to the recording, transfer, and use of that personal information. If you disclose the personal information of another person in today's meeting, you'll be deemed to represent and warrant to Computershare and First Quantum Minerals 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. Prior to voting, we will have a question and answer session. For registered shareholders and duly appointed proxy holders attending the meeting virtually, you can submit questions or comments at any time by clicking on the Q&A tab.

It is now my pleasure to turn today's meeting over to Kevin McArthur, Chair of the Board. The floor is yours.

Kevin McArthur
Chair of the Board, First Quantum Minerals

Okay, thank you, welcome to the 2026 Annual General Meeting of First Quantum Minerals, which I will now call to order. My name is Kevin McArthur, and as Chair of the company, I will act as Chair of the meeting. This year's meeting is being held in a hybrid format to allow shareholders to join in person or via audio webcast as they prefer. I would be grateful if shareholders and guests present in the room would turn off all phones or turn them to silent during the meeting. I'd now like to take this opportunity to introduce the current members of the Board of Directors who are with us here today, and I will ask each of you to stand as I introduce you. Joining me today on stage is Tristan Pascall, our Chief Executive Officer.

In the audience today are Ms. Alison Beckett, Mr. Peter Buzzi, Mr. Geoff Chater, Ms. Kathleen Hogenson, Ms. Juanita Montalvo, Mr. Brian Nichols, Mr. Simon Scott, and Mr. Kevin Xia. Okay, you can be seated. Thank you very much. Also present today is Ryan MacWilliam, our Chief Financial Officer, and Rudi Badenhorst, our Chief Operating Officer. Our auditor, PricewaterhouseCoopers, is also in attendance. Our transfer agent is Computershare Investor Services Inc. Given the hybrid format of the meeting and in order for us to expediently undertake discussions on any matter proposed for a vote, we will pause during the meeting to provide an opportunity for shareholders or proxy holders who ask questions on the business before the meeting prior to voting on the resolutions.

We would encourage registered shareholders or duly appointed proxy holders participating online who have specific questions on a formal item of business to submit any questions now by clicking on the Q&A tab and then clearly identifying the applicable item of formal business as well as your name and contact information. Such questions will be addressed prior to voting on the motions. Following completion of the formal part of the meeting, Tristan Pascall, our CEO, will provide a brief update on the affairs of the company. At this meeting and during management's presentation, we will make statements containing forward-looking information and refer to certain non-IFRS financial measures.

I bring to your attention the cautionary note regarding such forward-looking statements and non-IFRS financial measures, which for those of you here attending in person has been printed and made available for you and for those participating online is available by clicking on the highlighted documents drop-down icon at the right, top right of your screen and on our website. I will ask Ms. Sarah Comber to act as Secretary of the meeting. I appoint Computershare Investor Services Inc. through its representatives attending in person and via virtual platform to act as scrutineer of the meeting.

I have before me a copy of the affidavit of mailing from Computershare, confirming that the notice and access document, combined notice of meeting and management information circular dated March 12th, 2026, and where applicable, form of proxy, voting instruction form, AGM guide for virtual meeting, consolidated financial statements, and financial statement request form were mailed to security holders on March 26th, 2026. I have before me a preliminary scrutineer's report indicating that 130 shareholders have voted 705,355,130 common shares of the company by proxy, representing approximately 84.6% 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 holding at least 25% of the total shares entitled to vote at the meeting for the quorum, for a quorum to exist at shareholder meetings, I declare that a quorum is present and that the meeting is regularly called and properly constituted for the transaction of business. I would ask that the scrutineer compile the report regarding the results of voting on all business matters and results will be published by the company on SEDAR+ and by press release later today. For the purpose of the meeting today, voting on all matters will be conducted by ballot.

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 since your vote will be recorded in accordance with your proxy instructions. If you are a registered shareholder or a duly appointed proxy holder attending in person and you have not yet voted or would like to change your vote. Please ensure you have a ballot. If you have not received one, raise your hand when requested to do so, and a scrutineer will provide you with a ballot. To complete your ballot, mark an x in the appropriate boxes, clearly sign it, and print your name. When you have completed and signed the ballot, please indicate to the scrutineer, who will come and collect it.

Each shareholder and proxyholder attending in person should have received a ballot at registration. If you did not receive one and need one now, please raise your hand. If you are a registered shareholder or a duly appointed proxyholder participating virtually, having properly logged in with your control number or invite code and you have not yet voted or would like to change your vote, you 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. For the purpose of this meeting, motions are not required to be seconded.

Once the discussion is concluded on all items of business, I will declare the voting closed on all matters of business. The summary of the votes will be announced prior to the close of the meeting. The last Annual Meeting of the company was held on May 8th, 2025. I have minutes of that shareholder meeting before me, and I ask for a motion to approve them.

Sarah Comber
Corporate Secretary, First Quantum Minerals

I move that the reading of the minutes of the 2025 Annual General Meeting held on May 8th , 2025 be dispensed with and that the minutes of the said meeting be taken as read and approved.

Kevin McArthur
Chair of the Board, First Quantum Minerals

Thank you, Sarah. I would now like to move to the formal business of the meeting and the resolutions for consideration before the meeting today. There are six resolutions as follows. I present the consolidated financial statements of the company for the year ended December 31, 2025, and the report of the auditor thereon, copies of which have been mailed to each shareholder of the company who has 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 10. Next is the election of the 10 Directors of the company for the ensuing year.

The company's management has nominated the following persons for election as directors: Alison Beckett, Peter Buzzi, Geoff Chater, Kathleen Hogenson, Kevin McArthur, Juanita Montalvo, Brian Nichols, Tristan Pascall, Simon Scott, and Hanjun Kevin Xia. 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. Next item of business is to reappoint the auditor for the ensuing year. It is proposed that PricewaterhouseCoopers LLP Chartered Accountants be reappointed to serve as the 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 approve by ordinary resolution the continuation and reconfirmation of the company's existing shareholder rights plan as more broadly described in the management information circular.

Next is to approve the non-binding advisory resolution to accept the company's approach to executive compensation as described in the management 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 of the vote into account as appropriate when considering any future compensation policies, procedures, and decisions. May I have a motion for each of the resolutions?

Sarah Comber
Corporate Secretary, First Quantum Minerals

I move that the consolidated financial results of the company for the year ended December 31st, 2025 be received. That the number of Directors to be elected to be fixed at 10. That each of Alison Beckett, Peter Buzzi, Geoff Chater, Kathleen Hogenson, Kevin McArthur, Juanita Montalvo, Brian Nichols, Tristan Pascall, Simon Scott, and Hanjun Kevin Xia be elected as Directors to hold office until the conclusion of the next Annual Meeting of the company. That PricewaterhouseCoopers LLP Chartered Accountants be appointed as auditors 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.

That the continuance and reconfirmation of the shareholder rights plan, the terms and conditions of which are set out on pages 11-14 of the company's management information circular dated March 12th, 2026, be here ratified, confirmed, and approved. 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 to shareholders ahead of this Annual General Meeting.

Kevin McArthur
Chair of the Board, First Quantum Minerals

Thank you, Sarah. Is there any discussion of these matters from those here in attendance in person? Let us now pause to account for any delay in the broadcasting of the online meeting to allow questions to be submitted by registered shareholders and duly appointed proxyholders participating virtually. Okay. I will now ask the registered shareholders and duly appointed proxyholders present in person, please complete your ballots and hand them to the scrutineer. Those shareholders and proxy holders online, the poll is now open for a moment. I ask that you cast your votes. Thank you. I now declare the poll closed. I would like now to invite Tristan Pascall, our Chief Executive Officer, to make a short presentation on the company's performance over the past year. Tristan?

Tristan Pascall
CEO, First Quantum Minerals

Thank you, Kevin. Thank you everybody for joining us for this year's Annual General Meeting. First Quantum began 2025 with a clear set of priorities, and throughout the year, we made strong progress against these objectives. We proactively managed our balance sheet by extending debt maturities and ensuring strong liquidity. In August last year, we entered into a billion-dollar gold stream agreement with Royal Gold to provide long-term, unsecured, non-debt capital, which significantly enhanced our liquidity whilst maintaining full exposure to all copper production and the majority of gold production from the Kansanshi mine in Zambia. Also, during the third quarter, we executed a series of senior notes transactions that successfully pushed out our debt maturity profile to 2029 and reduced our cost of capital.

Our hedging program fulfilled its intended role as a risk mitigation during the construction of the Kansanshi S3 Expansion and is now planned to reduce, allowing us to regain full exposure to spot copper prices by the second half of this year. I'm particularly pleased with the successful delivery of S3, which declared commercial production in December 2025 and continues to ramp up well. We met our overall 2025 copper production target of 396,000 tons, both gold and nickel production exceeded our revised guidance ranges. The business generated $2.1 billion in operating cash flows and $1.7 billion in EBITDA, supported by strong realized copper and gold prices. We also reduced net- debt by $338 million, reinforcing our continued focus on strengthening the balance sheet.

These achievements were only possible with the commitment and hard work of our entire team at First Quantum, for which I am deeply grateful. Turning to our operations. At Kansanshi, the completion and commissioning of the S3 Expansion was a major milestone. Commercial production was declared in December after S3 consistently operated at 90% of design capacity, a milestone which the team achieved within five months of first production. The strong performance continued into 2026, with the S3 circuit operating 25% above design capacity in the first quarter. With a 25 million ton per annum throughput capacity, S3 is one of the largest brownfield copper projects delivered globally in recent years, and I would like to extend my sincerest thanks to the entire team involved in this achievement. At Sentinel, production was impacted by high maintenance and by lower grades in the mine.

A rectification plan for the bolt fatigue challenges at Ball Mill 2 has been implemented. Through ongoing maintenance, we will manage the situation through 2026, with a permanent solution scheduled for early 2027 once the parts become available. In 2025, we also approved several debottlenecking initiatives at the tailings thickeners and at the tailings lines, which are now underway in 2026 in order to improve throughput to mitigate lower grades in the mine. Safety is our biggest priority when it comes to our operations. I was deeply saddened by the tragic fatality at our Sentinel operation in 2025, which was extremely distressing for everyone at the mine and in First Quantum. The Board visited the mine shortly after the incident. It is a stark reminder that our focus on safety must remain constant and ever vigilant.

We continue to strengthen our safety leadership, culture, and systems across all sites. In 2025, we deployed a new critical control management program to build and support our think approach to safety, and I'm pleased that we are now at the implementation phase of this effort. The critical controls effort aims to help our frontline operators and supervisors prioritize and validate all the right controls are in place for their work site, so that they can ensure their job is safe. In Panama, we made meaningful progress in 2025. Following constructive discussions with the government of Panama, we received formal approval for the preservation and safe management plan at Cobre Panamá , which allowed for responsible environmental stewardship of the site. This permitted the export of copper concentrate, restart of the power plant, and most recently, we received authorization to process stockpiled ore.

Key activities commenced during the first quarter of 2026 to support the processing plan. We expect preparation pre-commissioning work will take up to three months until processing can begin. With the creation of 1,000 new positions required for the stockpile processing, we have launched a recruitment campaign and received strong interest from Panamanians seeking employment. Processing and stock local procurement activities are expected to generate additional jobs through local Panamanian suppliers and contractors and also through indirect employment. The government also initiated a comprehensive audit of the operation led by SGS Global, an independent and internationally recognized firm, and we are expecting their final report to be published shortly.

Public outreach in Panama continues, and we remain committed to transparency, engagement, and finding a durable resolution that benefits stakeholders, the government, and the people of Panama. The Taca Taca project in Argentina is our most advanced greenfield project, and this year we released an updated NI 43-101 technical report for Taca Taca. The report highlighted the strong economics of the project and the value created when we apply our in-house competencies in project planning and development. Taca Taca has great potential to be First Quantum's next cornerstone project once our balance sheet and our other operations are in the right condition. While recent economic reforms in Argentina continue to strengthen the country's attractiveness as a mining jurisdiction. The optionality of First Quantum's project portfolio is further enhanced by both the La Granja and Haquira projects in Peru, which have potential to be long life mines in the future.

2026 has begun on a strong footing in terms of progress against our priorities, and I remain confident in the outlook for the company. Operationally, we remain on track in Zambia with production in line with mine plans and stronger performance expected in the second half of the year as we access higher grades. More recently, the conflict in the Middle East is driving heightened global uncertainty and is impacting important global supply chains. In response, we have been actively diversifying our fuel sourcing, closely monitoring other key inputs, and implementing cost-saving initiatives across the business. The situation in the Middle East further reinforces the accelerating global shift towards electrification, a structural trend that is expected to support copper demand and prices over time. We see that copper continues to grow in its strategic importance for the world.

With the balance sheet actions taken over the last two years and our focus on safe and productive operations, I am confident in our ability to manage through the current period of global volatility. At the same time, we remain focused on our priorities. Firstly, to progress towards a durable resolution of Cobre Panamá . Secondly, to maintain safe and productive performance across our operations with a strong focus on cost management. Third, to continue to strengthen the balance sheet to support future growth. Together, these priorities position the company to deliver sustainable shareholder value over the long term. On behalf of the board and the management team, I would like to thank our employees for their commitment and hard work and our shareholders and partners for their continued support. Thank you.

Kevin McArthur
Chair of the Board, First Quantum Minerals

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 that the requisite majorities have been attained. 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. 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, I would ask for a motion to conclude this meeting. May I have a motion?

Sarah Comber
Corporate Secretary, First Quantum Minerals

I move that the meeting be concluded.

Kevin McArthur
Chair of the Board, First Quantum Minerals

Thank you, Sarah. I now declare this meeting closed.

Operator

This concludes the meeting. You may now disconnect.

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