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3/14/24 Ero Copper Corp. 6-K 12/31/23 6:32M Workiva Inc Wde… FA01/FA
1: 6-K Current, Quarterly or Annual Report by a Foreign Issuer --
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2: EX-99.1 Miscellaneous Exhibit -- HTML: 5K
3: EX-99.2 Miscellaneous Exhibit -- HTML: 641K| EX-99.2 | 1st Page of 149± | Ero Copper Corp. - 6-K | No Page-Breaks | | Line 45: North America - 1- 877 -907-7643 (toll free) Outside of North America - 1- 514 -982-8716 (toll free) Outside of North ... on or after the Meeting can be made by calling the Company 's transfer agent, Computershare, at 1- 800 -564-6253
(toll free) or 1- 514 -982-7555 (toll free). Paper copies of the Proxy Materials will be sent to you within three ... 12, 2024 . Should you have any questions about notice and access, please call Computershare at 1- 866 -964-0492
(toll free). DATED at Vancouver, British Columbia, this 7th day of March, 2024. BY ORDER OF THE BOARD OF DIRECTORS /s/ Christopher Noel Dunn Christopher Noel Dunn Chairman 3 MESSAGE
FROM THE CHIEF EXECUTIVE OFFICER Dear Fellow Shareholders, On behalf of Ero Copper's Board of Directors (the "Board") ... Tucumã Project •We have achieved 85% physical completion of the Tucumã Project, where the Company is constructing ... | | Line 88: ... and on EDGAR at www.sec.gov. The audited consolidated financial statements of the Company for financial year ended ... elected for the ensuing year at ten (10), subject to such increases as may be permitted by the Articles of the
Company and the provisions of the Business Corporations Act (British Columbia) (“BCBCA”). We recommend a vote “FOR” ... setting the number of directors for the ensuing year at ten (10). 3.Election of Directors Ten current directors of the
Company will be standing for re-election at the Meeting. Matthew Wubs, a valued and long-serving member of our Board, ... 2023. We thank Mr. Wubs for his invaluable contributions and tireless dedication since joining the Board in 2016. Christopher Noel Dunn (Chairman), David Strang (Chief Executive Officer (“CEO”)), Jill Angevine, Lyle Braaten, Steven Busby, Dr. Sally ... Faheem Tejani, John Wright and Matthew Wubs have been nominated for re-election based on the diversity of skills
and experience that the Board believes is necessary to effectively fulfill its duties and responsibilities. 13 ... Voting Policy” below. Nominees for Election as Directors Each current director’s term of office will expire immediately
prior to the Meeting. Persons named below will be presented for re-election at the Meeting as management’s nominees (the “Nominees”): • Christopher Noel Dunn ; • David Strang ; •Jill Angevine; •Lyle Braaten; •Steven Busby; •Dr. Sally Eyre; •Robert Getz; •Chantal
Gosselin; •Faheem Tejani; and •John Wright. In the absence of instructions to the contrary, the person(s) designated by ... or persons, unless you specify that your Shares are to be withheld from voting on the election of directors. Each
director elected at the Meeting will hold office until the next annual meeting of shareholders or until their successor ... of Shares they beneficially own, or control or direct, directly or indirectly, as at the date of this Circular. 14 Christopher
Noel Dunn , Chairman Age: 64 Massachusetts, USA Director since May 16, 2016 Non-Independent Areas of Experience •Capital Markets and Finance •Communication and Media Relations •Governance •Human
Resources and Compensation •Information Technology and Security •International Business •Risk Management •Strategic Planning and M&A Messrs. Dunn and Strang formed Ero in May 2016. Mr. Dunn currently serves as a non-executive director and Chairman of the Board, and previously served as the Executive Chairman of the Company from May 16, 2016 until his retirement from this executive position on December
31, 2022 . Mr. Dunn has over 25 years’ experience in the investment banking industry, primarily with Goldman Sachs managing a capital ... Bear Stearns and JP Morgan as a leader of their respective investment banking practices in mining and metals. Mr. Dunn is a former director of Pan American Silver Corp. and Pretivm Resources Inc. Prior to forming Ero Resource Partners ... Director of Liberty Mining & Metals LLC, a subsidiary of Liberty Mutual Investments from 2011 to 2013. Mr. Dunn holds a Master of Arts degree from the University of Edinburgh and a Master of Science degree from the University of Durham. Share Ownership as at March 7, 2024 Voting
Results Shares DSUs(2) Target Requirement(3) Meets Requirement 2,057,121(1) 12,882 US$465,000 Yes 2023 For: 98.54% 2022 For: 98.05% 2021 For: 98.64% Ero
Board & Committee Membership 2023 Meeting Attendance Other Directorships with Reporting Issuers Board of Directors only 8 of 8 100% None Notes: (1)Mr. Dunn also holds 42,540 stock options (“Options”) to purchase Shares issued pursuant to the Amended and Restated Stock Option Plan of the Company , effective May
7, 2020 and as amended on April 26, 2023 (the “Stock Option Plan”), 37,844 performance share units (“PSUs”) and 8,831 ... three years from the date of grant and the actual number of PSUs that will vest may range from 0% to 200% of the number
granted, subject to the satisfaction of certain performance conditions. One-third of the RSUs will vest on an annual ... to the terms of the Deferred Share Unit Plan of the Company (the “DSU Plan”), Deferred Share Units (“DSUs”)
may only be settled in cash upon Mr. Dunn’s death, retirement or removal from the Board. Please see “Director Compensation - Deferred Share Unit Plan” below for further details. (3)Pursuant to the Share Ownership Policy adopted by the Board, Mr. Dunn, as a non-executive director and Chairman of the Board, is required to beneficially own, control or direct, directly ... of US$155,000 in Shares, RSUs and/or DSUs. Please see "Share Ownership Policy" below for further details. 15 David
Strang , Chief Executive Officer Age: 55 British Columbia, Canada Director since May 16, 2016 Non-Independent Areas of Experience •Capital Markets and Finance •Communication and Media Relations •Corporate Social Responsibility •Exploration
and Geology •Governance •Human Resources and Compensation •International Business •Mining Operations •Project Management and Technical Services •Risk Management •Strategic Planning and M&A Messrs. Strang and Dunn formed Ero in May 2016. Mr. Strang has served as the Chief Executive Officer and as a director of the
Company since May 16, 2016 . Mr. Strang also served as the President of the Company from May 16, 2016 until ... to First Quantum Minerals Limited in August 2014. He then formed Ero Resource Partners LLC in February 2014 with Mr. Dunn. Mr. Strang also served as a director, President and Chief Executive Officer of Lumina Royalty Corp. (sold to Franco ... Resources Corp. (sold to Western Copper Corp. in 2006). Prior to this, Mr. Strang served as President of Regalito
Copper Corp. (sold to Pan Pacific in 2006), and Vice President, Corporate Development of Northern Peru Copper Corp. ... from Stanford University. Share Ownership as at March 7, 2024 Voting Results Shares Target Requirement(2) Meets ... | | Line 346: 1, 2017 , February 1, 2017 and July 10, 2017 , respectively, their severance base payment has been pro-rated ... of Canada on December 29, 2023 of US$0.7561 = $1.00). No PSUs or RSUs would vest on December 31, 2023 . DIRECTOR
COMPENSATION Compensation of directors has been determined by taking into consideration the size and stage of operation ... to assist the Compensation Committee in recommending a compensation structure for non-executive directors. As
a senior officer, Mr. Strang did not and will not receive compensation for his service as director and his compensation ... above. As more particularly discussed in the Company 's Management Information Circular dated March 7, 2023 , Mr. Dunn retired from his executive position of Executive Chairman on December 31, 2022 as part of the Company 's long-term management succession planning. Since January 1, 2023 , Mr. Dunn has been a non-executive director and Chairman of the Board and pursuant to the
Company 's long-term management succession plan, he will continued to support the management team on a consultative ... Control provision, until December 31, 2024 to facilitate a seamless transition. Prior to January 54 1, 2023, Mr. Dunn has not received compensation for his services as a director of the Company . Please note, the below director compensation tables sets out detail relating to the cash compensation received by Mr. Dunn in 2023 for his
services as a director of the Company and for his consultative services provided to the management team as well as equity-based compensation granted to Mr. Dunn in 2023 and prior thereto, as applicable. On December 12, 2019 , a DSU Plan was established by the Compensation ... accompany Board membership and the performance of the duties required of our directors. DSUs may be awarded by the
Compensation Committee from time to time to provide non-executive directors with appropriate equity-based compensation ... Share Unit Plan”. For 2023, our non-executive directors were compensated for their services as directors through ... | | Line 355: Name Fees
earned (US$)(1) Share-based awards (US$) Option-based awards (US$)(2) Non-equity incentive plan compensation (US$) ... All other compensation (US$) Total (US$) Jill Angevine 53,250 88,219(3) 33,916(5) N/A N/A Nil 222,966 47,582(4) Lyle
Braaten 85,000 88,219(3) 33,916(5) N/A N/A Nil 207,134 Steven Busby Nil 88,219(3) 33,916(5) N/A N/A Nil 206,693 84,559(4) Christopher
Noel Dunn 155,000 88,219(3) 33,916(5) N/A N/A 275,000(6) 552,134 Dr. Sally Eyre 49,750 88,219(3) 33,916(5) N/A N/A Nil 221,385 49,501(4) Robert
Getz 102,000 88,219(3) 33,916(5) N/A N/A Nil 224,134 Chantal Gosselin 49,750 88,219(3) 33,916(5) N/A N/A Nil 221,385 49,501(4) Faheem
Tejani(7) Nil 69,962(8) 80,185(9) N/A N/A Nil 285,888 88,219(3) 33,916(5) 49,501(4) John
Wright 140,000 88,219(3) 33,916(5) N/A N/A Nil 262,134 Matthew Wubs Nil 32,146(3) 12,358(5) N/A N/A Nil 139,838 95,335(4) Note: (1)Represents
retainer fees earned and paid in cash. Messrs. Braaten, Dunn, Getz and Wright elected to receive 100% of their retainer fees earned in cash. Dr. Eyre and Mmes. Angevine and ... option pricing model and was determined based on various assumptions including share price volatility on the grant date
taking into account the expected life of the Options, an assumption that no dividends are to be paid and a risk-free ... of US$0.7374= $1.00), which is the volume weighted average trading price of the Shares on the TSX for the five trading ... | | Line 367: ... on the TSX for the five trading days immediately preceding the grant date. On December 29, 2023 , Dr. Eyre, Mmes. ... trading price of the Shares on the TSX for the five trading days immediately preceding the grant date. (5)On December
13, 2023 , each non-executive director was granted 4,372 Options, other than Matthew Wubs who received a prorated ... yield of 0%; a forfeiture rate of 0%; volatility factor of 53.63%; and, expected life of 5 years. (6)Compensation
received by Mr. Dunn for consultative services provided to the management team of the Company . As part of the Company 's long-term management succession plan, Mr. Dunn will continue to support the management team on a consultative basis until December 31, 2024 to facilitate a ... on December 31, 2022 . (7)Mr. Tejani was appointed a director of the Company on November 1, 2023 . (8)Represents
the total grant date fair value of the DSUs granted to Mr. Tejani and may not represent the amounts she will actually ... of $16.30 per Share (US$11.85 per Share based on the daily exchange rate reported by the Bank of Canada on November ... | | Line 378: 13, 2028 9,619 57 Option-Based
Awards Share-Based Awards Name Number of Securities Underlying Unexercised Options (#)(1) Option Exercise Price ... In-the-Money Options (US$)(3) Number of Shares or Units of Shares that Have Not Vested (#) Market or Payout Value
of Share-Based Awards that Have Not Vested (US$)(4) Market or Payout Value of Vested Share-Based Awards Not Paid Out or Distributed (US$) Christopher Noel Dunn 34,128(12) 14.29(11) December 15, 2026 58,317 37,844(13) 599,460 Nil 4,040 13.77(6) December
14, 2027 8,370 8,831(14) 139,886 4,372 13.64(7) December 13, 2028 9,619 12,882(8) 204,055 Dr. Sally Eyre 6,208 17.71(9) January ... | | Line 392: 13, 2028 9,619 Matthew Wubs 6,208 17.71(9) January 2, 2025 Nil 48,076(8) 761,538 Nil 3,601 14.29(10) December
17, 2025 5,582 4,137 14.13(11) December 15, 2026 7,069 4,040 13.77(6) December 14, 2027 8,370 4,372 13.64(7) December
13, 2028 3,505 Note: (1)Class of securities underlying all Options is Shares. All Options granted to the non-executive ... director, in the amounts set out in this column, are fully vested other than the 34,128 Options granted to Mr. Dunn on December 15, 2021 during his tenure as Executive Chairman of the Company (see note (12) below for further details). (2)Exercise price for the Options is equivalent to the “Fair Market Value”, as defined in the Stock Option
Plan or the “Market Price” as defined in the TSX Company Manual, which currently means the volume weighted average ... receive. The actual gain, if any, on exercise will depend on the value of the Shares on the date of exercise. (4)The
figures shown in this column are calculated based on the closing price of the Shares on the TSX on December 29, 2023 , ... = $1.00) multiplied by the number of notional Shares underlying the DSUs (and RSUs and PSUs in the case of Mr. Dunn). The figures shown in this column do not represent the actual cash value the individual director would receive. ... and have been converted from Canadian dollars based on the daily exchange rate reported by the Bank of Canada on
December 29, 2023 of US$0.7561 = $1.00. (6)These Options were granted in Canadian dollars (exercise price of $18.21) ... on December 29, 2023 of US$0.7561 = $1.00. (8)Represents the aggregate number of DSUs held by each non-executive
director. Pursuant to the DSU Plan, DSUs may only be settled by way of cash payment upon the director’s death, ... based on the daily exchange rate reported by the Bank of Canada on December 29, 2023 of US$0.7561 = $1.00. (11)These
Options were granted in Canadian dollars (exercise price of $18.69) but are shown in US dollars and have been converted ... rate reported by the Bank of Canada on December 29, 2023 of US$0.7561 = $1.00. (12)These Options were granted to Mr. Dunn on December 15, 2021 during his tenure as Executive Chairman. One-third of the 34,128 Options vest on an annual ... 2022 (i.e. 11,376 Options remain unvested until December 15, 2024 ). (13)Represents the unvested PSUs held by Mr. Dunn as at December 31, 2023 ,
which were granted to Mr. Dunn on December 15, 2021 during his tenure as Executive Chairman of the Company . Class of securities underlying all PSUs is Shares. All PSUs granted to Mr. Dunn are governed by the Share Unit Plan. (14)Represents the unvested RSUs held by Mr. Dunn as at December 31, 2023 , which were granted to Mr. Dunn on December 15, 2021 during his tenure as Executive Chairman of the Company . Class of securities underlying all RSUs is Shares. All RSUs granted to Mr. Dunn are governed by the Share Unit Plan. (15)These
Options were granted in Canadian dollars (exercise price of $21.09) but are shown in US dollars and have been converted ... vested or earned by each independent director during the financial year ended December 31, 2023 . Name Option-based
awards – Value vested during the year (US$) Share-based awards – Value vested during the year (US$)(1) Non-equity ... compensation – Value earned during the year (US$) Jill Angevine 6,093(2) Nil N/A Lyle Braaten 6,093(2) Nil N/A Steven
Busby 6,093(2) Nil N/A Christopher Noel Dunn 32,029(3) 747,757 N/A Dr. Sally Eyre 6,093(2) Nil N/A Robert
Getz 6,093(2) Nil N/A Chantal Gosselin 6,093(2) Nil N/A Faheem Tejani 6,093(4) Nil N/A John
Wright 6,093(2) Nil N/A Matthew Wubs 2,220(5) Nil N/A Note: (1)Pursuant to the DSU Plan, DSUs may only be settled by way of cash payment upon the director’s death, retirement or removal from the Board. In
the case of Mr. Dunn, the figure in this column represents the aggregate dollar value of the 45,397 PSUs (granted on December 17, 2020 ) ... the actual number of PSUs that will vest may range from 0% to 200% of the number granted, subject to the satisfaction
of certain performance conditions. Regarding the PSUs granted to Mr. Dunn on December 17, 2020 , 107% vested on December 13, 2023 at a share price of $18.70 based on the Company 's ROIC ... Compensation – Options and Share Based Awards” above. (2)Options granted to the director on December 13, 2023 (4,372
Options at an exercise price of $18.04 per Share) vested, in full, on the grant date. This figure is calculated based ... value of the Shares on the date of exercise. (3)11,376 Options, being one-third of the 34,128 Options granted to Mr. Dunn on December 15, 2021 at an exercise price of $16.30 per
Share vested on December 15, 2023 and 4,372 Options granted to Mr. Dunn on December 13, 2023 at an exercise price of $18.04 per Share vested, in full, on the grant date. This figure is ... and December 15, 2023 of US$0.7475 = $1.00, respectively. The figure shown does not represent the actual value Mr.
Dunn would receive. The actual gain, if any, on exercise will depend on the value of the Shares on the date of exercise. ... has been converted from Canadian dollars based on the daily exchange rate reported by the Bank of Canada on November
16, 2023 of US$0.7273 = $1.00 and December 13, 2023 of US$0.7374 = $1.00, respectively. The figure shown does not ... has been converted from Canadian dollars based on the daily exchange rate reported by the Bank of Canada on December ... | | Line 433: ... approved codes and policies, including the Code of Business Conduct and Ethics, Diversity Policy, Supplier Code of ... ✓ Board oversight of succession planning ✓ Responsive, active and ongoing shareholder engagement At
a Glance - What We Don't Do ✓ No director retirement policy or term limits ✓ No loans to directors, ... Eyre, Robert Getz, Chantal Gosselin, Faheem Tejani, John Wright and Matthew Wubs are the independent directors of the
Company . As discussed above, Mr. Wubs will be retiring from the Board on April 24, 2023 , immediately prior to the Meeting. As Christopher Noel Dunn was the Executive Chairman of the Company and engaged in the management of day-to-day operations of the Company ... director and Chairman of the Board since January 1, 2023 ) and David Strang is the CEO of the Company ,
they are not independent based upon the test for director independence set out in NI 52-110. As the Chairman of the Board, Mr. Dunn is primarily responsible for the following functions in connection with the affairs of the Board: (i) providing ... for appointment to such committees, and that the directors receive the information required for the proper performance
of their duties; (iii) chairing Board meetings, including stimulating debate, providing adequate time for discussion of ... to permit it to carry out its responsibilities and raising any issues that are preventing the Board from being ... | | Line 443: Board meeting raise subjects that are not on the agenda for the meeting. Materials for each meeting are distributed to ... of the Board of which they were members during the financial year ended December 31, 2023 . Director Board(1) Audit
Committee(2) Compensation Committee(3) Nominating and Corporate Governance Committee Environmental, Health, Safety and Sustainability Committee 8 meetings 4 meetings 6 meetings 5 meetings 5
meetings Christopher Noel Dunn 8 of 8 - - - - David Strang 8 of 8 - - - - Jill
Angevine 8 of 8 4 of 4 - - - Lyle Braaten 8 of 8 - 6 of 6 5 of 5 - Steven ... | | Line 477: ... plans for its executive management team. The Board is responsible for: (i) ensuring Ero has an orderly succession plan ... Board, the CEO reviews succession planning for each executive management position on an ongoing basis and shares his
views with the Board from time to time. The Board and the CEO consider Ero’s future business strategy, the core skills ... Mr. Wubs as Chair of the Audit Committee. To facilitate an orderly transition, Mr. Wubs will continue to serve as a
member of the Audit Committee until April 24, 2024 . As announced in early 2023, Christopher Noel Dunn retired from his executive position of Executive Chairman on December 31, 2022 as part of the Company 's long-term management succession planning. Since January 1, 2023 , Mr. Dunn has been a non-executive director and the Chairman of the Board. In addition, and pursuant to our long-term management succession plan, Mr. Dunn will continue to support the management team on a consultative basis until December 31, 2024 to facilitate an orderly transition. ETHICAL
BUSINESS CONDUCT The Board has adopted a Code of Business Conduct and Ethics of the Company (the “Code”) for the ... compliance with the Code. In accordance with the Code, directors, officers, employees and consultants of the ... | | Line 538: ... which provides information about the Board, individual directors, Ero’s governance policies and practices and executive ... information that is provided in our audited consolidated financial statements and MD&A for the financial year
ended December 31, 2023 , is available on our website at www.erocopper.com or under our profile on SEDAR+ at ... Counsel and Corporate Secretary of the Company by phone at ( 604 ) 449-9236 or by e-mail at info@erocopper.com
to request copies of these documents free of charge. DIRECTORS' APPROVAL The contents of the Circular and the sending thereof to the shareholders of the Company have been approved by the Board. BY ORDER OF THE BOARD OF DIRECTORS /s/ Christopher Noel Dunn Christopher Noel Dunn Chairman Vancouver,
British Columbia March 7, 2024 84 APPENDIX “A” SUMMARY OF AMENDED AND RESTATED STOCK OPTION PLAN OF ERO COPPER CORP. Effective May 7, 2020 As Amended April 26, 2023 Key ... |
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------- Fold ------- Fold Appointment of Proxyholder I/We being holder(s) of securities of Ero Copper Corp. (the “Company”) hereby appoint: Christopher Noel Dunn, Chairman, or failing this person, David Strang, Chief Executive Officer, or failing this person, Wayne Drier, Chief ... General Meeting of shareholders of the Company to be held at Blake, Cassels & Graydon LLP (Pacific Boardroom),
1133 Melville Street, Suite 3500, Vancouver, BC on April 24, 2024 at 3:30 pm (Vancouver time), and at any adjournment ... BOXES. 1. Number of Directors To set the number of Directors at ten (10). For Against 2. Election of Directors 01. Christopher Noel Dunn For Withhold 02. David Strang For Withhold 03. Jill Angevine For Withhold 04. Lyle Braaten 05. Steven Busby 06. Dr. ... remuneration. For Withhold 4. Advisory Vote on Executive Compensation To approve a non-binding advisory “say on pay”
resolution accepting the Company ’s approach to executive compensation. For Against Signature of Proxyholder I/We ... Circular - Mark this box if you would like to receive the Information Circular by mail for the next securityholders' ... |
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01Z2EG Fold Fold Securityholder Meeting Notice ... Christopher Noel Dunn David Strang Jill Angevine Lyle Braaten Steven Busby ... Appointment
of KPMG LLP, Chartered Professional Accountants, as Auditors of the Company for the ensuing year and authorizing the ... terials online. Materials may be delivered electronically to shareholders. Please call ... |
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8/21/23‡ Ero Copper Corp. F-10 8/18/23 19:1.5M Toppan Merrill/FA
1: F-10 Registration Statement by a Canadian Issuer -- HTML: 573K| F-10 | 1st Page of 94± | Ero Copper Corp. - F-10 | No Page-Breaks | | Line 230: Columbia V6C 2T6
( 604 ) 449-9244
Christopher Cummings
Paul, Weiss, Rifkind, Wharton & Garrison LLP ... | | Line 1,587:
On January 11, 2023 , the Company announced
the retirement of Christopher Noel Dunn from his executive position of Executive Chairman as part of the Company ’s overall succession
planning. Mr. Dunn remains Chairman of the Company ’s board of directors (the “Board”).
| | Line 7,265:
Christopher Noel Dunn and Robert Getz , directors
of the Company , reside outside of Canada. Each has appointed the following agent for service of process in Canada: ... | | Line 7,278: ... and Address of Agent
Christopher
Noel Dunn and Robert Getz
| | Line 8,187: ...
/s/ Christopher Noel Dunn
| | Line 8,193: August 18, 2023
Christopher Noel Dunn
|
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3/15/23 Ero Copper Corp. 6-K 12/31/22 6:39M Workiva Inc Wde… FA01/FA
1: 6-K Current, Quarterly or Annual Report by a Foreign Issuer --
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2: EX-99.1 Miscellaneous Exhibit -- HTML: 797K| EX-99.1 | 1st Page of 188± | Ero Copper Corp. - 6-K | No Page-Breaks | | Line 40: ... obtaining improved borrowing rates and extending the maturity from March 2025 to December 2026. In addition to our ... we published our third annual sustainability report, providing our stakeholders with clear and transparent disclosure
on the Company 's ESG performance in 2021 as well as ambitions for 2022 and beyond. We also published our first ... leadership in the use of renewable energy, and we continue to pursue opportunities to further improve upon our already
low carbon intensity and advance our alignment with the Task Force on Climate-related Financials Disclosures (“TCFD”). As announced early this year, Christopher Noel Dunn retired from his executive position of Executive Chairman on December 31, 2022 as part of the Company 's long-term management succession plan. Since January 1, 2023 , Noel has been a non-executive director and Chairman of the Board. In addition, and pursuant to our long-term management succession plan, Noel will continue to support the management team on a consultative basis over the next two years to facilitate an seamless transition. As you
will read in this Circular, Noel has been nominated for re-election to the Board of Directors. Noel’s contributions have been instrumental in the success of this Company since we founded Ero Copper in 2016. While Noel is stepping back from his day-to-day role on the executive team to dedicate more time to his philanthropic interests, ... Management, we thank you for your continued support and confidence in Ero Copper. Sincerely, /s/ David Strang David
Strang Chief Executive Officer March 7, 2023 3 NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS NOTICE IS ... the annual general and special meeting (the “Meeting”) of the shareholders of ERO COPPER CORP. (the “Company” or “Ero”) ... | | Line 54: ... (toll free) Requests for paper copies on or after the Meeting can be made by calling the Company 's transfer agent, ... one year of the date the Proxy Materials were filed on SEDAR. If you wish to receive a paper copy of any of these
materials before the April 24, 2023 proxy voting deadline noted above, please contact Computershare by no later than 5 ... access, please call Computershare at 1- 866 -964-0492 (toll free). DATED at Vancouver, British Columbia, this 7th day
of March, 2023. BY ORDER OF THE BOARD OF DIRECTORS /s/ Christopher Noel Dunn Christopher Noel Dunn Chairman 6 MANAGEMENT INFORMATION CIRCULAR ABOUT THIS MANAGEMENT INFORMATION CIRCULAR This Circular is furnished in connection with the solicitation of proxies
by the management of Ero for use at the Meeting to be held at 3:30 p.m. (Vancouver time) on Wednesday, April 26, 2023 ... will be conducted by mail and may be supplemented by telephone or other personal contact to be made by our directors, ... | | Line 89: ... of the Company for the financial year ended December 31, 2022 are available on our website at www.erocopper.com or ... consolidated financial statements of the Company for financial year ended December 31, 2022 , and the auditor’s
report thereon, will be placed before the shareholders at the Meeting. No shareholder vote is required for this item. ... the provisions of the Business Corporations Act (British Columbia) (“BCBCA”). We recommend a vote “FOR” the approval
of the resolution setting the number of directors for the ensuing year at ten (10). In the absence of instructions to ... ensuing year at ten (10). 3.Election of Directors The Board currently consists of the following ten directors, being Christopher Noel Dunn (Chairman), David Strang (Chief Executive Officer (“CEO”)), Jill Angevine, Lyle Braaten,
Steven Busby, Dr. Sally Eyre, Robert Getz, Chantal Gosselin, John Wright and Matthew Wubs. Each director will be ... Governance Practices – The Board – Majority Voting Policy” below. 14 Nominees for Election as Directors Each current
director’s term of office will expire immediately prior to the Meeting. Persons named below will be presented for re-election at the Meeting as management’s nominees (the “Nominees”): • Christopher Noel Dunn ; • David Strang ; •Jill Angevine; •Lyle Braaten; •Steven Busby; •Dr. Sally Eyre; •Robert Getz; •Chantal
Gosselin; •John Wright; and •Matthew Wubs. In the absence of instructions to the contrary, the person(s) designated by ... or persons, unless you specify that your Shares are to be withheld from voting on the election of directors. Each
director elected at the Meeting will hold office until the next annual meeting of shareholders or until their successor ... of Shares they beneficially own, or control or direct, directly or indirectly, as at the date of this Circular. 15 Christopher
Noel Dunn , Chairman Age: 63 Massachusetts, USA Director since May 16, 2016 Non-Independent Areas of Experience •Capital Markets and Finance •Communication and Media Relations •Governance •Human
Resources and Compensation •Information Technology and Security •International Business •Risk Management •Strategic Planning and M&A Messrs. Dunn and Strang formed Ero in May 2016. Mr. Dunn currently serves as a non-executive director and Chairman of the Board, and previously served as the Executive Chairman of the Company from May 16, 2016 until his retirement from this executive position on December
31, 2022 . Mr. Dunn has over 25 years’ experience in the investment banking industry, primarily with Goldman Sachs managing a capital ... Bear Stearns and JP Morgan as a leader of their respective investment banking practices in mining and metals. Mr. Dunn is a former director of Pan American Silver Corp. and Pretivm Resources Inc. Prior to forming Ero Resource Partners ... Director of Liberty Mining & Metals LLC, a subsidiary of Liberty Mutual Investments from 2011 to 2013. Mr. Dunn holds a Master of Arts degree from the University of Edinburgh and a Master of Science degree from the University of Durham. Share Ownership as at March 7, 2023 Voting
Results Shares DSUs(2) Target Requirement(3) Meets Requirement 2,076,086(1) 6,249 US$465,000 Yes 2022 For: 98.05% Withheld: 1.95% 2021 For: 98.64% Withheld: 1.36% 2020 For: 99.22% Withheld: 0.78% Ero
Board & Committee Membership 2022 Meeting Attendance Other Directorships with Reporting Issuers Board of Directors only 8 of 8 100% None Notes: (1)Mr. Dunn also holds 154,353 stock options (“Options”) to purchase Shares issued pursuant to the stock option plan of the Company (the “Stock Option
Plan”), 83,241 performance share units (“PSUs”) and 17,661 restricted share units (“RSUs”) issued pursuant to the share ... basis, with the first tranche vesting on the first anniversary of the grant date. Pursuant to the Share Unit Plan, the
Company has the right to redeem PSUs and RSUs on the applicable vesting date in cash, shares or a combination of both. ... ’s Deferred Share Unit Plan (the “DSU Plan”), Deferred Share Units (“DSUs”) may only be settled in cash upon Mr. Dunn’s death, retirement or removal from the Board. Please see “Director Compensation - Deferred Share Unit Plan” below for further details. The
Company ’s annual equity-based compensation awards to executive officers and non-executive directors are granted in December each year. Given Mr. Dunn’s impending retirement from his executive position on December 31, 2022 and change to a non-executive director and ... He was not granted any PSUs or RSUs in 2022. Prior to the grant of Options and DSUs on December 14, 2022 , Mr. Dunn has not received compensation for his services as a director of the Company . (3)Pursuant
to the Share Ownership Policy adopted by the Board, Mr. Dunn, as a non-executive director and Chairman of the Board, is required to beneficially own, control or direct, directly ... DSUs within five years of his appointment. Please see "Share Ownership Policy" below for further details. 16 David
Strang , Chief Executive Officer Age: 54 British Columbia, Canada Director since May 16, 2016 Non-Independent Areas of Experience •Capital Markets and Finance •Communication and Media Relations •Corporate Social Responsibility •Exploration
and Geology •Governance •Human Resources and Compensation •International Business •Mining Operations •Project Management and Technical Services •Risk Management •Strategic Planning and M&A Messrs. Strang and Dunn formed Ero in May 2016. Mr. Strang has served as the Chief Executive Officer and as a director of the
Company since May 16, 2016 . Mr. Strang also served as the President of the Company from May 16, 2016 until ... to First Quantum Minerals Limited in August 2014. He then formed Ero Resource Partners LLC in February 2014 with Mr. Dunn. Mr. Strang also served as a director, President and Chief Executive Officer of Lumina Royalty Corp. (sold to Franco ... Resources Corp. (sold to Western Copper Corp. in 2006). Prior to this, Mr. Strang served as President of Regalito
Copper Corp. (sold to Pan Pacific in 2006), and Vice President, Corporate Development of Northern Peru Copper Corp. ... from Stanford University. Share Ownership as at March 7, 2023 Voting Results Shares Target Requirement(2) Meets ... | | Line 198: Voting Results For Against 93% 7% The complete voting results will be filed under the Company ’s profile on SEDAR ( www.sedar.com ) and EDGAR (www.sec.gov). We
are not aware of any other matter to come before the Meeting other than as set forth in the Notice of Annual General ... OF EXECUTIVE AND DIRECTOR COMPENSATION The following section describes the significant elements of the Company ’s
executive and director compensation programs, with particular emphasis on the compensation payable to the former ... (“NI 51-102”). During the financial year ended December 31, 2022 , the Company had the following six NEOs: • Christopher Noel Dunn , Executive Chairman and a director of the Company (serving as
a non-executive director and Chairman of the Board since January 1, 2023 ); • David Strang , CEO and a director of ... (Mike) Richard, Chief Geological Officer (“CGO”); and •Anthea Bath, Chief Operating Officer (“COO”). In some instances, ... | | Line 227: ... of grant), with payout value aligned with share price performance. •PSUs vest after three years, with payout value ... of the number granted, subject to the satisfaction of these performance conditions. Benefits Attracts and retains
highly qualified executives •Health, vision and dental insurance, life insurance, and accidental death and ... experience in the role, market competitiveness and/or retention considerations and individual performance. 38 The
following table sets out the base salary of each NEO for the financial year ended December 31, 2022 : Name Position(s) and Office(s) with Ero Annual Base Salary (US$) Christopher Noel Dunn (1) Executive
Chairman Director 600,000 David Strang CEO Director 600,000 Makko DeFilippo President 365,000 Michel (Mike) Richard CGO 375,000 Wayne
Drier CFO 365,000 Anthea Bath COO 365,000 Note: (1)Mr. Dunn retired from his executive position of Executive Chairman on December 31, 2022 as part of the Company 's long-term management succession planning. Since January 1, 2023 , Mr. Dunn has been a non-executive director
and the Chairman of the Board. Annual Performance Incentive The API recognizes short-term (typically annual) efforts ... with performance. Target incentive levels for 2022 performance for the NEOs were as follows: Name Position(s)
and Office(s) with Ero 2022 Annual Base Salary (US$) Target (% of Annual Base Salary) Target Eligibility (US$) Christopher Noel Dunn (1) Executive Chairman Director 600,000 100% 600,000 David
Strang CEO Director 600,000 100% 600,000 Makko DeFilippo President 365,000 65% 237,250 Michel (Mike) Richard CGO 375,000 75% 281,250 Wayne
Drier CFO 365,000 65% 237,250 Anthea Bath COO 365,000 65% 237,250 Note: (1)Mr. Dunn retired from his executive position of Executive
Chairman on December 31, 2022 as part of the Company 's long-term management succession planning. Since January 1, 2023 , Mr. Dunn has been a non-executive director and the Chairman of the Board. 39 Actual awards may be above or below target based ... level is not achieved) to 100% (if the performance target is met) and up to 150% for all executive officers of the
Company , other than the former Executive Chairman (in the case of 2022) and the CEO who are capped at a maximum level ... modify the API; •defer, reduce or cancel all or a portion of the API payment for business reasons; and/or •recognize ... | | Line 250: ... cash cost of gold produced (per ounce) is a non-IFRS performance measure used by the Company to manage and evaluate ... the management team's efforts on initiatives that were not captured in the API scorecard, including protection of the
Company 's strategic growth initiatives from short-term macroeconomic volatility and uncertainty through the timely ... that were not part of the API scorecard. The 2022 API payment received by each NEO is set out below. Name Position(s)
and Office(s) with Ero Target API (US$) API at 89.7% of Target (US$) Actual API Payment, inclusive of discretionary adjustment (US$) Christopher Noel Dunn (1) Executive Chairman Director 600,000 538,200 658,200 David
Strang CEO Director 600,000 538,200 658,200 Makko DeFilippo President 237,250 212,813 260,263 Michel (Mike) Richard CGO 281,250 252,281 308,531 Wayne
Drier CFO 237,250 212,813 260,263 Anthea Bath COO 237,250 212,813 260,263 Note: (1)Mr. Dunn
retired from his executive position of Executive Chairman on December 31, 2022 as part of the Company 's long-term management succession planning. Since January 1, 2023 , Mr. Dunn has been a non-executive director and the Chairman of the Board. Option-based and Share-based Awards The Company ’s ... Group. The Company has two forms of long-term equity-based incentive plans for executive officers, the Stock Option
Plan and the Share Unit Plan. The Stock Option Plan and the Share Unit Plan each serve as a vehicle by which ... of the Company or any of its subsidiaries , persons of experience and ability, by providing them with the opportunity ... | | Line 324: ... over that same time period and, over the past four years, those compensation levels have remained relatively static. ... who were Named Executive Officers as at the end of the financial year ended December 31, 2022 , 2021 and 2020 .
Name and Principal Position Year Salary (US$) Share-based Awards (US$) Option-based
Awards (US$)(1) Non-equity Incentive Plan Compensation (US$) Pension Value (US$) All Other Compensation (US$)(3) Total Compensation (US$) Annual Incentive Plans (US$)(2) Long-term Incentive Plans Christopher Noel Dunn (4) Executive
Chairman 2022 600,000 83,924(5) 24,886(6) 658,200 N/A N/A 306 1,367,316 2021 550,000 548,738(7) 183,267(9) 801,387 N/A N/A 1,237 2,468,642 384,013(8) 2020 536,000 674,599(7) Nil 961,154 N/A N/A 1,365 2,173,118 David ... | | Line 333: Bath COO 2022 365,000 224,791(11) 133,333(13) 260,263 N/A N/A 5,087 1,100,870 112,396(12) 2021 345,000 224,489(7) ... N/A 1,237 1,129,537 157,093(8) 2020 260,000 245,309(7) 200,652(14) 179,758 N/A N/A 1,091 886,810 Notes: (1)Represents
the total grant date fair value of the Options granted and may not represent the amounts the recipient will actually ... has been included in the year that the cash bonus was earned despite being paid in the following year. (3)Represents
life insurance premiums paid by the Company . (4)Mr. Dunn retired from his executive position of Executive Chairman on December 31, 2022 as part of the Company 's long-term management succession planning. Since January 1, 2023 , Mr. Dunn has been a non-executive director and Chairman of the Board. The Company ’s annual long-term equity-based compensation awards to executive officers and non-executive directors are granted in December each year. Given Mr. Dunn’s impending retirement from his executive position on December
31, 2022 and change to a non-executive director and Chairman of the Board effective January 1, 2023 , he received the ... granted any PSUs or RSUs in 2022. Pursuant to the DSU Plan, DSUs may only be settled by way of cash payment upon Mr. Dunn’s death, retirement or removal from the Board. Prior to the grant of Options and DSUs on December 14, 2022 , Mr. Dunn has not received compensation for his services as a director of the Company . (5)Represents the total
grant date fair value of the DSUs granted and may not represent the amounts the recipient will actually realize from the award. On December 14, 2022 , the Board approved the issuance of 6,249 DSUs to Mr. Dunn under the DSU Plan, based on a grant date fair value of C$18.21 per Share (US$13.43 per Share based on the daily ... the grant date. Please see footnote (4) above for additional details on this grant. (6)On December 14, 2022 , Mr. Dunn was granted Options at an exercise price of $18.21 per Share (US$13.43 per Share based on the daily exchange
rate reported by the Bank of Canada on December 14, 2022 of US$0.7374 = $1.00), expiring on December 14, 2027 . ... granted and may not represent the amounts the recipient will actually realize from the award. On December 15, 2021 , ... | | Line 347: ... terms of each NEOs employment agreement are set out below under the heading, “Termination and Change of Control ... all Share-based awards and Option-based awards outstanding for each NEO as at December 31, 2022 . Name Option-Based
Awards Share-Based Awards Number of Securities Underlying Unexercised Options (#)(1) Option Exercise Price (US$)(2) ... Number of Shares or Units of Shares that Have Not Vested (#) Market or Payout Value of Share-Based Awards that
Have Not Vested (US$) Market or Payout Value of Vested Share-Based Awards Not Paid Out or Distributed (US$) Christopher Noel Dunn 116,185(4) 7.21(5) December 31, 2023 761,756 45,397(6) 624,779(7) Nil 34,128(8) 13.80(9) December
15, 2026 Nil 37,844(6) 520,830(7) Nil 4,040(10) 13.45(11) December 14, 2027 1,283 17,661(12) 243,060(13) Nil 6,249(14) 86,002(15) Nil David ... | | Line 375: Options were granted in Canadian dollars (exercise price of $18.90) but are shown in US dollars and have been converted ... have been converted from Canadian dollars based on the daily exchange rate reported by the Bank of Canada on December
30, 2022 of US$0.7383 = $1.00. Incentive Plan Awards – Value Vested or Earned During the Year The following table sets ... plan awards vested or earned by each NEO during the financial year ended December 31, 2022 . Name Option-based
awards – Value vested during the year (US$)(1) Share-based awards – Value vested during the year (US$)(2) Non-equity incentive plan compensation – Value earned during the year (US$)(3) Christopher Noel Dunn 2,175(4) 877,051 658,200 David
Strang Nil(5) 877,051 658,200 Makko DeFilippo 2,648(6) 172,359 260,263 Michel (Mike) Richard 2,814(7) 240,655 308,531 Wayne ... | | Line 380: ... been realized if the in-the-money Options had been exercised on their vesting date. The figures shown in this column ... or US$14.39 based on the daily exchange rate reported by the Bank of Canada on December 16, 2022 of US$0.7306 =
$1.00), being the settlement date, multiplied by the number of Shares underlying the PSUs and RSUs. PSUs vest three ... relative to the TSR Peer Group (i.e. TSR below 35th percentile). One-third of the RSUs granted on December 15,
2021 vest on an annual basis, with the first tranche vesting on the first anniversary of the grant date. See “Elements of Executive Compensation – Options and Share Based Awards” above. No DSUs granted to Mr. Dunn on December 14, 2022 vested during the financial year ended December 31, 2022 . Pursuant to the DSU Plan, DSUs may only be settled by way of cash payment upon Mr. Dunn’s director’s death, retirement or removal from the Board. (3)Represents cash bonuses (API) awarded for individual ... achievements during 2022. (4)4,040 Options vested on December 14, 2022 at an exercise price of $18.21 per Share and
11,376 Options vested on December 15, 2022 at an exercise price of $18.69 per Share. This figure is calculated based ... 2022 of US$0.7331 = $1.00, respectively. (5)11,376 Options vested on December 15, 2022 at an exercise price of $18.69 ... | | Line 400: ... after the termination date All vested Share Units to be redeemed on the termination date None Retirement None None ... the termination date. All vested Share Units to be redeemed on the termination date None Disability None None Options
will continue to vest in normal course and vested Options are exercisable at any time up to, but not after, the earlier ... exercisable at any time up to, but not after, the earlier of the expiry date, and the date which is one (1) year after
the termination date All unvested Share Units expire on the termination date. All vested Share Units to be redeemed on ... would be due to the NEOs under various termination scenarios, assuming a termination date of December 31, 2022 . Christopher
Noel Dunn David Strang Makko DeFilippo Michel (Mike) Richard Wayne Drier Anthea Bath Change of Control with Termination Severance
Base Payment (US$)(1) 1,200,000 1,200,000 730,000 730,000 750,000 730,000 Severance Bonus Payment (US$) 806,914 806,914 274,026 367,348 297,533 255,589 Stock ... | | Line 413: (US$) Nil Nil Nil Nil Nil Nil Death (US$)(6) 87,285 18,325 7,635 6,872 6,872 6,872 Note: (1)Represents
the severance base payment, which is equal to 24 months’ salary. (2)Represents the value of unvested in-the-money ... 30, 2022 of US$0.7383= $1.00). (3)PSUs outstanding as at December 31, 2022 were granted to each NEO on December
17, 2020 and December 15, 2021 and to each NEO, other than Mr. Dunn, on December 14, 2022 . The PSUs will vest three years from the date of grant and the actual number of PSUs that ... and December 15, 2021 vest on December 31, 2022 , based on the closing price of the Shares on the TSX on December
30, 2022 ($18.64 or US$13.76 based on the daily exchange rate reported by the Bank of Canada on December 30, 2022 of ... outstanding as at December 31, 2022 were granted to each NEO on December 15, 2021 and to each NEO other than Mr. Dunn on December 14, 2022 . One-third of the RSUs will vest on an annual basis (see “Elements
of Executive Compensation – Options and Share Based Awards” above). All unvested RSUs will vest immediately upon a ... partial years). As the employment of Messrs. Drier and DeFilippo and Ms. Bath commenced on March 1, 2017 , February
1, 2017 and July 16, 2018 , respectively, their severance base payment has been pro-rated accordingly. 64 (6)Represents the value of unvested in-the-money Options and unvested DSUs (in the case of Mr. Dunn) as at December 31, 2022 . All unvested Options and DSUs will vest immediately upon death. The figures are ... on the TSX on December 30, 2022 ($18.64 or US$13.76 based on the daily exchange rate reported by the Bank of Canada
on December 30, 2022 of US$0.7383 = $1.00); and (ii) in the case of DSUs granted to Mr. Dunn on December 14, 2022 . as more particularly described in footnotes (5) and (6) of the Compensation Table, the ... of directors has been determined by taking into consideration the size and stage of operation and development
of the Company and to achieve the objectives of retaining and attracting skilled, experienced and dedicated directors. ... did not and will not receive compensation for his service as director and his compensation information is presented in
the section relating to executive compensation above. As noted above, Mr. Dunn retired from his executive position of Executive Chairman on December 31, 2022 as part of the Company 's long-term ... information is also presented in the section relating to executive compensation above. Since January 1, 2023 , Mr. Dunn has been a non-executive director and Chairman of the Board and will receive compensation for his service as a director going forward. As more particularly described in the section related to executive compensation above, given Mr. Dunn’s impending retirement from his executive position on December 31, 2022 and change to a non-executive director and Chairman of the Board effective
January 1, 2023 , he received the same annual long-term equity-based compensation award (4,040 Options and 6,249 DSUs) ... directors on December 14, 2022 . He did not receive any PSUs or RSUs in 2022. Prior to this grant, Mr. Dunn has not received compensation for his services as a director of the Company . On December 12, 2019 , a DSU Plan ... directors and shareholders of the Company , and to provide a compensation system for non-executive directors that,
together with our other compensation mechanisms, is reflective of the responsibility, commitment and risks that ... death, retirement or removal from the Board. Further information regarding the DSU Plan is provided below under ... | | Line 493: ... share ownership requirements for directors and senior executives ✓ Board approved codes and policies, including ... ✓ Board oversight of succession planning ✓ Responsive, active and ongoing shareholder engagement At
a Glance - What We Don't Do ✓ No director retirement policy or term limits ✓ No loans to directors, ... consists of ten directors, eight of whom are independent based upon the test for director independence set out
in NI 52-110. As such, the majority of Ero’s directors are independent. Jill Angevine, Lyle Braaten, Steven Busby, Dr. ... Robert Getz, Chantal Gosselin, John Wright and Matthew Wubs are the independent directors of the Company . As Christopher Noel Dunn was the Executive Chairman of the Company and engaged in the management of day-to-day operations of the Company until December 31, 2022 (currently a non-executive director and Chairman of the Board since January 1, 2023 ) and David
Strang is the CEO of the Company , they are not independent based upon the test for director independence set out in NI 52-110. As the Chairman of the Board, Mr. Dunn is primarily responsible for the following functions in connection with the affairs of the Board: (i) providing ... of their duties; (iii) chairing Board meetings, including stimulating debate, providing adequate time for discussion
of issues, encouraging full participation and discussion by individual directors and confirming that clarity regarding ... issues that are preventing the Board from being able to carry out its responsibilities. As the Chairman of the Board is ... | | Line 502: Animal Health Corp. Tourmaline Oil Corp. John Wright Luminex Resources Corp. SilverCrest Metals Inc. Matthew Wubs ... on the agenda for the meeting. Materials for each meeting are distributed to the Board in advance of the meeting via
a secure online Board portal. The following table sets out the attendance record of each director for all Board ... of the Board of which they were members during the financial year ended December 31, 2022 . Director Board(1) Audit
Committee(2) Compensation Committee(3) Nominating and Corporate Governance Committee Environmental, Health, Safety and Sustainability Committee 8 meetings 5 meetings 7 meetings 6 meetings 5 meetings Christopher
Noel Dunn 8 of 8 - - - - David Strang 8 of 8 - - - - Jill
Angevine 3 of 3 2 of 2 - - - Lyle Braaten 8 of 8 3 of 3 4 of 5 6 of 6 - 76 Director Board(1) Audit ... | | Line 535: Nominating and Corporate Governance Committee will conduct a review of the Diversity Policy at least annually and will ... to the Board any changes that it thinks appropriate. A copy of the Diversity Policy is available on our website
at www.erocopper.com . SUCCESSION PLANNING The Company has short-term contingency plans and longer-term succession ... or any other member of the executive management team, or a replacement of any combination of these roles as well as
any other member of the Board. As announced early this year, Christopher Noel Dunn retired from his executive position of Executive Chairman on December 31, 2022 as part of the Company 's long-term management succession planning. Since January 1, 2023 , Mr. Dunn has been a non-executive director and the Chairman of the Board. In addition, and pursuant to our long-term management succession plan, Mr. Dunn will continue to support the management team on a consultative basis over the next two years to facilitate an orderly ... the Board, the CEO reviews succession planning for each executive management position on an ongoing basis and shares
his views with the Board from time to time. The Board and the CEO consider Ero’s future business strategy, the core ... Business Conduct and Ethics of the Company (the “Code”) for the directors, officers, employees and consultants of the ... | | Line 594: ... and executive officer and non-executive director compensation policies and practices, and through annual shareholder ... financial statements and MD&A for the financial year ended December 31, 2022 , is available on our website
at www.erocopper.com or under our profile on SEDAR at www.sedar.com and on EDGAR at www.sec.gov. Securityholders may ... to request copies of these documents free of charge. DIRECTORS' APPROVAL The contents of the Circular
and the sending thereof to the shareholders of the Company have been approved by the Board. BY ORDER OF THE BOARD OF DIRECTORS /s/ Christopher Noel Dunn Christopher Noel Dunn Chairman Vancouver, British Columbia March 7, 2023 94 APPENDIX
“A” AMENDED AND RESTATED STOCK OPTION PLAN OF ERO COPPER CORP. Effective May 7, 2020 As Amended April 26, 2023 (See attached) 1 ERO COPPER CORP. AMENDED AND RESTATED STOCK OPTION PLAN Effective May ... |
3: EX-99.2 Miscellaneous Exhibit -- HTML: 14K | EX-99.2 | 1st Page of 1 | Ero Copper Corp. - 6-K | No Page-Breaks | | Line 60:
Should you have any questions about notice and access, please call Computershare at 1- 866 -964-0492 (toll free). DATED at Vancouver, British Columbia, this 7th day of March, 2023. BY ORDER OF THE BOARD OF DIRECTORS /s/ Christopher Noel Dunn Christopher Noel Dunn Chairman 3
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01VXDA Fold Fold Securityholder Meeting Notice The resolutions to be voted on at the meeting are listed below along ... of Directors at ten. 2. Election of Directors - PARTICULARS OF MATTERS TO BE ACTED UPON – 3. Election of Directors Christopher Noel Dunn David Strang Jill Angevine Lyle Braaten Steven Busby Dr. Sally Eyre Robert Getz Chantal Gosselin John Wright ... as Auditors of the Company for the ensuing year and authorizing the Directors to fix their remuneration. 4. Stock
Option Plan - PARTICULARS OF MATTERS TO BE ACTED UPON – 5. Certain Matters Relating to the Stock Option Plan Authorize ... Executive Compensation To approve a non-binding advisory “say on pay” resolution accepting the Company ’s approach to ... |
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------- Fold ------- Fold Appointment of Proxyholder I/We being holder(s) of securities of Ero Copper Corp. (the “Company”) hereby appoint: Christopher Noel Dunn, Chairman, or failing this person, David Strang, Chief Executive Officer, or failing this person, Wayne Drier, Chief ... Annual General and Special Meeting of shareholders of the Company to be held at the Bowden Room at the Rosewood Hotel
Georgia, 801 West Georgia Street, Vancouver, British Columbia V6C 1P7 on April 26, 2023 at 3:30 p.m. (Vancouver time) ... THE BOXES. 1. Number of Directors To set the number of Directors at ten. For Against 2. Election of Directors 01. Christopher Noel Dunn For Withhold 02. David Strang For Withhold 03. Jill Angevine For Withhold 04. Lyle Braaten 05. Steven Busby 06. Dr. ... and authorizing the Directors to fix their remuneration. For Withhold 4. Stock Option Plan Authorize and approve the
Company ’s Stock Option Plan, including amendments thereto, and the unallocated options issuable thereunder. For ... and the proxy appoints the Management Nominees, this Proxy will be voted as recommended by Management. Signature(s) ... |
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GRAPHIC.026 Photo -- pf3_7711.jpg -- JPEG: 2.5M
GRAPHIC.027 Photo -- pf3_7757.jpg -- JPEG: 2.4M
GRAPHIC.028 Photo -- pf3_7798.jpg -- JPEG: 2.1M
GRAPHIC.029 Photo -- pre-eroheadshotxsquared.jpg -- JPEG: 1.4M
| ____________ | | ‡ | A non-Insider-Ownership Filing that was accepted after the SEC “closed” at 5:30:00pm ET. The legal “Filed As Of” date may be the next, or another, day. | | ¹ | Filing/Form and Document/Exhibit Types: | | 6-K | Current, Quarterly or Annual Report by a Foreign Issuer — Form 6-K. | | F-10 | Registration Statement by a Canadian Issuer — Form F-10. | | EX-5 | Opinion of Counsel re: Legality. | | EX-FILING FEES | Filing Fees. | | EX-99 | Miscellaneous Exhibit. | | EX-7 | Correspondence from an Accountant re: Non-Reliance on a Previously Issued Audit Report or Completed Interim Review. | | GRAPHIC | Photo, Image or Graph. |
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