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| 1) |
Before entering upon the discharge of my duties as Inspector of Election at the Meeting, I took and signed an Oath of Inspector of Election.
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| 2) |
The Meeting took place at Bay Adelaide Centre, 333 Bay Street, Suite 810, Toronto, Ontario, Canada, M5H 2R2, with a satellite meeting at Great West House, GW1, 17th floor, Great West Rd, Brentford TW8 9DF, United Kingdom, pursuant to
notice duly given.
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| 3) |
As of April 12, 2024, the record date for the determination of shareholders entitled to receive notice of the Meeting, there were 116,159,054 shares of the Company’s Ordinary Shares, each share being entitled to one vote, constituting
all of the outstanding voting securities of the Company.
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| 4) |
At the Meeting, the holders of 85,527,991 shares of the Company’s Ordinary Shares were voted, with at least two members represented in person, constituting a quorum.
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| 5) |
The undersigned canvassed the votes of the shareholders cast by ballot or proxy on the matters presented at the Meeting.
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| 6) |
Resolution 1: At the Meeting, the vote on a resolution to receive and adopt the accounts and reports of the directors and auditors for the year ended 31 December 2023, was as follows:
|
|
FOR
|
AGAINST
|
VOTE
WITHHELD
|
||
|
85,384,800
|
66,796
|
76,395
|
| 7) |
Resolution 2: At the Meeting, the vote to approve the directors' remuneration report, excluding the directors' remuneration policy, for the year ended 31 December 2023, was as follows:
|
|
FOR
|
AGAINST
|
VOTE
WITHHELD
|
||
|
58,652,752
|
26,296,271
|
578,968
|
| 8) |
Resolution 3: At the Meeting, the vote to approve amendments to the directors' remuneration policy, was as follows:
|
|
FOR
|
AGAINST
|
VOTE
WITHHELD
|
||
|
59,669,022
|
25,237,606
|
621,363
|
| 9) |
Resolution 4: At the Meeting, the vote to re-elect Michael Woollcombe as director was as follows:
|
|
FOR
|
AGAINST
|
VOTE
WITHHELD
|
||
|
83,573,415
|
196,094
|
1,758,482
|
| 10) |
Resolution 5: At the Meeting, the vote to re-elect Michael Forsayeth as director was as follows:
|
|
FOR
|
AGAINST
|
VOTE
WITHHELD
|
||
|
81,772,001
|
559,775
|
3,196,215
|
| 11) |
Resolution 6: At the Meeting, the vote to re-elect William Aziz as director was as follows:
|
|
FOR
|
AGAINST
|
VOTE
WITHHELD
|
||
|
82,282,319
|
493,985
|
2,751,687
|
| 12) |
Resolution 7: At the Meeting, the vote to re-elect Brenda Eprile as director was as follows:
|
|
FOR
|
AGAINST
|
VOTE
WITHHELD
|
||
|
84,407,220
|
469,061
|
651,710
|
| 13) |
Resolution 8: At the Meeting, the vote to re-elect Debora Del Favero as director was as follows:
|
|
FOR
|
AGAINST
|
VOTE
WITHHELD
|
||
|
81,307,035
|
1,045,276
|
3,175,680
|
| 14) |
Resolution 9: At the Meeting, the vote to re-elect Arun Banskota as director was as follows:
|
|
FOR
|
AGAINST
|
VOTE
WITHHELD
|
||
|
82,705,043
|
2,257,560
|
565,388
|
| 15) |
Resolution 10: At the Meeting, the vote to re-elect Ryan Farquhar as director was as follows:
|
|
FOR
|
AGAINST
|
VOTE
WITHHELD
|
||
|
84,778,522
|
198,566
|
550,903
|
| 16) |
Resolution 11: At the Meeting, the vote to re-elect Edward C. Hall III as director was as follows:
|
|
FOR
|
AGAINST
|
VOTE
WITHHELD
|
||
|
84,181,621
|
490,777
|
855,593
|
| 17) |
Resolution 12: At the Meeting, the vote to re-elect Santiago Seage as director was as follows:
|
|
FOR
|
AGAINST
|
VOTE
WITHHELD |
||
|
84,789,399
|
184,825
|
553,767
|
| 18) |
Resolution 13: At the Meeting, the vote regarding the re-appointment of Ernst & Young LLP and Ernst & Young S.L. to hold office until 31 December 2025, was as follows:
|
|
FOR
|
AGAINST
|
VOTE
WITHHELD
|
||
|
85,341,122
|
135,186
|
51,683
|
| 19) |
Resolution 14: At the Meeting, the vote to authorize the Company’s audit committee to determine the remuneration of the auditors, was as follows:
|
|
FOR
|
AGAINST
|
VOTE
WITHHELD
|
||
|
85,249,816
|
171,339
|
106,836
|
| 20) |
Resolution 15: At the Meeting, the vote to authorize the board of directors to issue shares, was as follows:
|
|
FOR
|
AGAINST
|
VOTE
WITHHELD
|
||
|
75,262,594
|
10,135,776
|
129,621
|
| 21) |
Resolution 16: At the Meeting, the vote to authorize the board of directors to issue equity securities without pre-emptive rights up to approximately 10% of the aggregate nominal value of the issued share capital of the Company for
general purposes, was as follows:
|
|
FOR
|
AGAINST
|
VOTE
WITHHELD
|
||
|
75,642,974
|
9,627,628
|
257,389
|
| 22) |
Resolution 17: At the Meeting, the vote to authorize the board of directors to issue equity securities without pre-emptive rights up to approximately 10% of the aggregate nominal value of the issued share capital of the Company in
connection with an acquisition or specified capital investment, was as follows:
|
|
FOR
|
AGAINST
|
VOTE
WITHHELD
|
||
|
75,170,343
|
10,092,350
|
265,298
|
| 23) |
Resolution 18: At the Meeting, the vote to authorize the reduction of the Company’s share premium account by U.S.$200,000,000, was as follows:
|
|
FOR
|
AGAINST
|
VOTE
WITHHELD
|
||
|
85,054,727
|
257,863
|
215,401
|
| 24) |
Resolution 19: At the Meeting, the vote to authorize the purchase of the Company’s own shares, was as follows:
|
|
FOR
|
AGAINST
|
VOTE
WITHHELD
|
||
|
84,020,050
|
1,405,863
|
102,078
|
|
Inspector of Election
|
|
|
/s/ Anthony P. Carideo
|
|
|
Anthony P. Carideo
|
