Ladies and gentlemen, thank you for standing by. Hello, welcome to Lundin Mining Corporation Annual General Meeting of Shareholders. All lines have been placed on mute to prevent any background noise. I would now like to turn the conference over to Adam Lundin, Chair of the Board. Please go ahead.
Thank you. Good morning, everyone. I'm Adam Lundin, the Chair of the Board of Lundin Mining Corporation. Welcome to Lundin Mining's 2026 annual meeting of shareholders. Today's meeting is hybrid, taking place online and in person in Vancouver, British Columbia. Joining me in person and virtually are our director nominees as well as certain members of our senior management team. The matters to be considered at today's meeting are, one, the receipt of the corporation's audited consolidated financial statements for the year ended December 31, 2025, and the report of the auditors on those statements. Number two, the election of the directors for the ensuing year. Number three, the appointment of PricewaterhouseCoopers LLP, Chartered Professional Accountants, as the auditors of the corporation and authorization for the Board of Directors to fix the fees to be paid to the auditors. Number four, an advisory vote on executive compensation.
Number five, a vote on the shareholder proposal contained in the proxy circular for this meeting. Last, number six, any other matters which may be properly brought before the meeting. For today's meeting, we will first turn to the formal business. Questions from the shareholders and duly appointed proxy holders related to the matters before the meeting will be addressed once all motions have been moved. Following the formal meeting, we will hold a question and answer session for proper matters not related to the formal business of the meeting. We ask that our shareholders and duly appointed proxy holders attending in person hold their questions not related to business before the meeting for the session. Shareholders or proxy holders participating online may submit questions at any time during the meeting through the ask a question box of the virtual interface.
Shareholders and proxy holders attending in person may ask questions by raising your hand. When asking a question, please indicate your name, which entity you represent, if any, and confirm that you are a shareholder or a duly appointed proxy holder. Our guests attending the meeting in person and online are welcome to observe this question period, but are reminded that they will not be able to participate or ask questions at any point. In accordance with the bylaws of the corporation, I will act as Chair of the meeting and Vlada will act as Secretary of the meeting. With the consent of the meeting, Alicia of Broadridge Financial Solutions will act as Scrutineer. Received an affidavit from Broadridge confirming the mailing of the notice of the meeting, which provides instructions for accessing the circular and form of proxy to the shareholders.
I direct that a copy of the notice, together with the proof of mailing, be filed with the records of the meeting. Scrutineer has provided a report regarding shareholder attendance at the meeting based on the preliminary tabulation of proxies received to date. I accept the scrutineer's report and declare that quorum of shareholders is present. I also declare this meeting to be properly called and duly constituted for the transaction of business. Scrutineer's report will be incorporated into the minutes of this meeting. Before we consider the business of the meeting, as this meeting is in a hybrid format, I would like to comment on the voting procedures. To facilitate the formal business of the meeting, designated shareholders will propose and/or second the formal motions. Those with us in person today can cast their votes by ballot on each motion.
You can only complete a ballot today if you are a duly appointed proxy holder or if you are a registered shareholder who has not already returned a proxy form or who wishes to change their vote. Broadridge provided ballots to registered shareholders and proxy holders upon registration for this meeting prior to entering the meeting room. If you did not receive your ballot upon registration, please raise your hand and a member of the Broadridge team will come give them to you. The scrutineers will collect the completed ballots on closing of voting. At any time during the meeting, duly appointed proxy holders and registered shareholders attending online who have not already provided voting instructions or appointed a proxy holder that are logged on and wish to vote their shares may do so using the vote here button.
The voting options for each motion will be displayed on the screen. The polls are now open and will remain open until just before the conclusion of the formal business of the meeting. You must click submit for your vote to be counted. If you're a registered shareholder or proxy holder attending online and you have voted your shares prior to the start of the meeting, your vote has been received by the scrutineers and there is no need to vote these shares again at the meeting. As the first item of business, I now present to the meeting the audited consolidated financial statements of the corporation for the year ended December 31st, 2025. Together with the auditor's report to the shareholders, I ask the secretary to keep a copy of these statements with the minutes of this meeting.
Second item of business is the election of the directors of the corporation. The corporation did not receive notice of any director nominations in connection with this meeting within the time prescribed by the advance notice requirements in the amended and restated bylaws. Accordingly, at this meeting, the only one person eligible to be nominated for election to the Board are the persons nominated by the management as set out in the circular. The shareholders are being asked to elect the directors of the corporation to serve until the next annual meeting of shareholders or until their successors are elected or appointed or until they otherwise cease to hold office.
Information pertaining to each of the nominees for election as director was included in the circular on pages 15 to 19. Each of the nominees as set out in the circular, except Michael Steinmann, are currently serving as directors of Lundin Mining. I will now request that someone propose each of the nine nominees be elected as the directors of the corporation.
I nominate each of the nine director nominees as set out in the circular for election as directors of the corporation to serve until the close of the next annual meeting of shareholders or their successors are elected or appointed or until they otherwise cease to hold office. The nominees for election as directors are Donald Charter, Ashley Heppenstall, Adam Lundin, Jack Lundin, Victoria McMillan, Dale Peniuk, Maria Olivia Recart, Natasha Vaz, and Michael Steinmann.
Thank you, Tyler. Appointment of the auditors. The third item of business is appointment of the corporation's auditors. The Audit Committee and the board have recommended the reappointment of PricewaterhouseCoopers LLP, as particularly described starting on page 12 of the circular. May I please have a motion that the corporation appoint PwC Chartered Professional Accountants as the corporation's auditors to hold office until the close of the next annual meeting of shareholders and authorize the directors to fix the fees paid to the auditors.
I move that PricewaterhouseCoopers LLP, Chartered Professional Accountants, be appointed as the corporation's auditors to hold office until the close of the next annual meeting of shareholders, and to authorize the directors to fix the remuneration paid to the auditors.
Thank you, Victoria. May I have a seconder?
I second that motion.
Thank you, Tyler. The fourth item of business is the advisory vote on the executive compensation, commonly known as say on pay. As more particularly described, starting on page 13 of the circular. As this is an advisory vote, the results will not be binding on the board. However, the board and the Human Resources and Compensation Committee will take the results of the vote into account as appropriate when considering future compensation policies, programs, and decisions. Can I please have a motion for the resolution set out under the section entitled "Advisory Vote on the Corporation's Approach to Executive Compensation" on page 13 of the circular?
I move that the shareholders accept the resolution on the corporation's approach to executive compensation as set out in the circular.
Thank you, Victoria. May I have a seconder?
I second that motion.
Thank you, Tyler. The final item of business is the consideration of the shareholder proposal submitted to the corporation by SHARE, w hich was acting on behalf of the Mississaugas of the New Credit First Nation Community Trust, which is a shareholder. The shareholder proposal and its supporting statement, together with the corporation's response to the proposal, including the board's recommendation that the shareholders vote against for the proposal, are set out in Appendix A to the circular beginning on page 65. Representatives from SHARE are with us this afternoon. The corporation is allowing SHARE to make a statement and move the motion for the shareholder's proposal on behalf of the Mississaugas of the New Credit First Nation Community Trust. To ensure everyone has an opportunity to speak or ask a question, I remind you that our procedures limit each speaker to a minute.
I now invite a representative from SHARE to address the meeting and move the motion set out in the shareholder proposal.
Good afternoon. Thank you, Mr. Chair. My name is Kyela De Weerdt, Senior Manager of Engagement and Advocacy of the Shareholder Association for Research and Education, also known as SHARE. We filed the shareholder proposals found in Appendix A, page 65 of the management circular on behalf of the Mississaugas of the New Credit First Nation Community Trust. The proposal requests the company disclose an emissions reduction strategy for greenhouse gas emissions, including all material value chain emissions at reasonable expense and excluding proprietary information, and publish the strategy for the subsequent annual meeting of shareholders. Doing so would ensure Lundin keeps pace with peers who are demonstrating qualitative and quantitative obtainable approaches to value chain emissions management, like tracking supplier-led emissions reductions and reporting and reinforcing these expectations and company policies. Of the top 10 global leaders in copper, half have value chain emissions reduction strategies in place.
These actions would align the company with investor expectations, industry association standards, and support efforts to understand Lundin's value chain. We urge shareholders to vote for this proposal. Thank you.
Thank you, Kyela. I remind shareholders that we take a pragmatic approach to climate strategy, focusing capital where it delivers the most impact, notably Scope one and Scope two emissions, where we met our emissions reduction target six years early. We are also not standing still on Scope three emissions, having recently improved our disclosure, partner engagement, and industry collaboration. For these reasons, and those set out in the circular, the board recommends that shareholders vote against this proposal. Before I invite any comments or questions, I would like to note that all the matters before this meeting are fully described in the circular that was provided to shareholders in advance of today's meeting. To ensure that the meeting proceeds in an orderly and fair manner and that all shareholders have an opportunity to be heard, any comments or questions will be limited to a minute per speaker.
I would ask that any comments focus on new points and avoid repeating information already contained in the circular. I may intervene if necessary to keep us on time. Are there any comments or questions from those shareholders and duly appointed proxyholders participating in person relating to any of the items of business? Thank you. Vlada, have we received any comments or questions online relating to the items of business?
No, we have not received any comments or questions on the items of business.
Polls will remain open for approximately 10 more seconds. Declare the polls are now closed with respect to voting on all of the motions. As this is the final item of business, we ask those voting in person to return their ballots to the scrutineers if they have not already done so. Scrutineers, can you please proceed to collect the ballots? I've been advised by the scrutineers that a significant majority of the proxies received by management prior to the meeting have been voted. For the election of each of the nine director nominees named in the circular. For the appointment of PricewaterhouseCoopers LLP as auditors of the corporation and authorizing the board to fix their fees. For the advisory vote on executive compensation and against the shareholders' proposal. I declare that each of these motions have been carried.
The final report on the voting results provided by the scrutineers after the meeting will be incorporated into the minutes of the meeting. The meeting will also post the final voting results on the corporation's website and will file the results on SEDAR+. Vlada, are there any other formal business matters to be brought before the meeting?
No, there are no other formal business matters at this time.
Since there are no other matters of business to come before the formal part of the meeting, the meeting is concluded and terminated. We will now address a few questions, if any, which relate to the corporation's business and affairs. I'll ask Vlada to review the guidelines for our question period.
Thanks, Chairman. For our shareholders and proxy holders here with us in person, if you wish to ask a question, you may do so in the same manner as described in the formal part of the meeting by raising your hand. Please state your name and whether you're a shareholder or proxy holder. If you are a proxy holder, please state the name of the shareholder who gave you the proxy. To respect everyone's time, we ask that you limit your question to no more than 1 minute. We may interrupt you if the question continues for too long of a time. If you're not asking a question, we kindly ask that you remain seated at this time.
For shareholders and proxy holders attending online, if you wish to ask a question, please do so by entering your question in the text box under Ask a Question and then hitting Submit. We will read the questions that are submitted and consolidate questions of the same nature. The protocol for this session is described on page 10 of the circular. The question period may contain forward-looking information. I encourage shareholders to review the information regarding forward-looking statements on page 62-64 of the circular carefully, which includes important assumptions and risk factors that could cause actual results to differ materially.
Thank you, Vlada. Have we received any questions from our shareholders through the appointed proxy holders?
No, we have not received any questions.
I think it is appropriate to conclude the question period now. Thank you all again for attending our annual meeting today and for your ongoing support and interest in Lundin Mining.