AGM 2020

May 29, 2020

Hello, and welcome to the Annual Meeting of Stockholders of IAMGOLD. Please note that today's meeting is being recorded. It is now my pleasure to turn today's meeting over to Don Charter. The floor is yours. Thank you. Good morning, and welcome to the Annual Meeting of Shareholders of Iron Gold Corporation. My name is Don Charter. And as Chairman of the Board, in accordance with our bylaws, I will chair this meeting. Joining me from IAMGOLD at our virtual meeting are Gord Stothart, the President, CEO and Director and Tim Bradburn, Vice President, Legal and Corporate Secretary. The other directors of the company joining us today are John Caldwell, Ron Gagell, Richard Hall, Tim Snyder, Mahendra Naik and Sybil Beeman. As this meeting is being held virtually via live webcast. There will be no business presentation and we will address the formal legal requirements only. It's also necessary to set out a few rules for the orderly conduct of the meeting. For the purposes of the meeting today, voting on all matters will be conducted by electronic ballot. Registered shareholders and duly appointed proxy holders will be asked to vote on each matter of formal business after the presentation of all motions. When you are asked to vote, you will receive a message on the virtual interface requesting you to register your votes. You will only have a short amount of time to do so when the polls are open. If you have already voted by proxy, you do not need to vote again. Following the presentation of all matters of formal business and prior to the voting on all matters by electronic ballot, there will be a brief opportunity for questions to be submitted in regards to the formal business of the meeting. During this period, questions in respect of the formal business of the meeting can be submitted by any registered shareholder or proxy holder using the instant messaging service of the virtual interface. Please note that there will be a slight delay in the publication of the communication before it is received. When asking a question, please indicate your name, which entity you represent, if any, and confirm that you are a registered shareholder or a duly appointed proxy holder. Questions will only be addressed during the question period prior to the commencement of the electronic ballot. In the event that my connection to this meeting fails, the President and CEO, Gord Stothard, will take over and preside over and chair the remainder of the meeting. We will now proceed with the meeting's matters of formal business. To expedite the meeting, as Chair, I will move and second all motions. I now ask that the annual meeting of shareholders of the company come to order, and I hereby appoint Tim Bradburn as Secretary of the meeting. I hereby appoint Computershare Trust Company of Canada through its representatives as scrutineers to tally the votes submitted on all polls taken at this meeting and to report thereon to the Chairman. The purposes of today's meeting are set out in the information circular dated April 8, 2020. The notice calling this meeting, the information circular and the form of proxy were mailed to shareholders on or about May 1, 2020. And prior to that, the audited consolidated financial statements of the company for the year ended December 31, 2019, and the related MD and A to shareholders who requested such statements. Copies of the information circular and other meeting materials are available on the SEDAR and EDGAR websites. Our transfer agent Computershare has attested to the proper mailing of the notice calling this meeting. There has been filed with me proof of service of such mailing provided by Computershare and I direct that the secretary and next a copy of it to the minutes of this meeting. I have been advised that a quorum with shareholders of the company is present. The meeting is properly called and duly constituted for the transaction of business. I have received the scrutineers report and I direct that the secretary enacts a copy of it to the minutes of this meeting. As the first item of business, I present to the meeting the audited consolidated financial statements of the company for the year ended December 31, 2019, together with the auditors' report to the shareholders. Copies have been mailed to shareholders who requested such statements, and it does not propose to read them to the meeting. The next item of business is the election of directors. The 8 directors nominated for election shall hold office until the close of business of the next Annual Meeting of Shareholders of the Company or until their successors are elected or appointed. John Caldwell, Don Charter, Ron Gagell, Rich Hall, Mahendra Naik, Tim Snyder, Gord Stothart and Sybil Wiehmann have been nominated as directors for the ensuing year or until their successors are elected or appointed. Each of the persons nominated has confirmed that he or she is prepared to serve as a director. I move and second a motion to elect these directors. The next item of business is the appointment of the auditor of the company for the ensuing year and to authorize the directors of the company to fix the remuneration of the auditor. I move and second the motion that KPMG LLP be appointed auditor of the company until the next annual meeting of shareholders and that the Board of Directors be authorized to fix their remuneration. The next item of business is the approval of the company's approach to executive compensation as described in the information circular sent in connection with this meeting. I move and second the motion to approve the company's approach to executive compensation as described in the information circular. As previously mentioned, voting on all matters of formal business today will be conducted by electronic ballot. Before the electronic ballots are opened, I would like to take a brief opportunity to answer any questions from registered shareholders and duly appointed proxy holders regarding the formal business of this meeting. Please submit your questions using the instant messaging feature of the virtual interface. Due to the slight time delay in questions getting through the system, I will pause here to ensure that I see questions. As there appears to be no questions, I will now take a moment to ask that the balloting be open to registered holders and appointed proxy holders. The polls are now open. And at this point, all registered holders and appointed proxy holders who have properly logged in with their control numbers or username and wish to vote will be able to see on the screen all motions brought forth at this meeting with respect to the formal business of the meeting. Please register your votes by accessing the voting page and selecting the For or Withhold button next to the name of each director, the For or Withhold button next to the appointment of KPMG LLP as auditor and the for or against button next to the resolution in respect of the company's approach to executive compensation. We will provide registered shareholders and appointed proxy holders approximately 1 more minute to complete the electronic ballots. Once the electronic balloting closes, the voting page will disappear and your votes will automatically be submitted. I have been advised by the scrutineers that the ballots tallied result in each of the matters of formal business of the meeting being approved. I direct that the results of the polls be included with the minutes of this meeting and that the results be announced in a press release. As the formal items of business set out in the notice of meeting have now been dealt with and there is no further business to come before the meeting, I declare the formal part of the meeting to be concluded. Thank you to everyone for attending our annual meeting this morning. Thank you. This concludes the meeting. You may now disconnect.