Eldorado Gold(EGO) - 2025 Q1 - Quarterly Report

Proxy Summary This proxy summary outlines the 2025 Annual & Special Meeting details, including key agenda items, director nominees, and board diversity metrics Meeting Information and Items of Business The 2025 Annual & Special Meeting of Shareholders will be held in a hybrid format on June 3, 2025, at 3:00 p.m. Pacific time. Key agenda items include the election of eight directors, re-appointment of KPMG as auditor, and approval of amendments to the Stock Option and Performance Share Unit Plans, alongside a non-binding advisory vote on executive compensation - The 2025 Annual & Special Meeting of Shareholders is scheduled for Tuesday, June 3, 2025, at 3:00 p.m. Pacific time. It will be a hybrid meeting, allowing for both in-person attendance in Vancouver, BC, and virtual participation via the Computershare platform[8][9] Items of Business for the 2025 Meeting | Item | Description | | :--- | :--- | | 1 | Receive 2024 annual audited financial statements | | 2 | Elect eight directors for the coming year | | 3 | Re-appoint KPMG as auditor for the coming year | | 4 | Authorize directors to set the auditor's pay | | 5 | Approve amendments to the Stock Option Plan | | 6 | Approve amendments to the Performance Share Unit Plan | | 7 | Approve a non-binding advisory resolution on executive compensation | Director Nominees and Board Diversity The board consists of eight director nominees, of which 87% are independent. The board demonstrates strong diversity metrics, with 38% of nominees identifying as women and 25% from other designated groups. The average tenure for independent directors is 5 years, and there are no overboarded directors - The board has eight nominees for the upcoming election: Hussein Barma, Carissa Browning, George Burns, Teresa Conway, Judith Mosely, Steven Reid, Stephen Walker, and John Webster[20][23][24] Board Diversity and Governance Highlights | Metric | Value | | :--- | :--- | | Independent Director Nominees | 87% | | Committee Chairs who are women | 80% | | Board nominees identifying as women | 38% (3 of 8) | | Nominees from other designated groups | 25% (2 of 8) | | Average tenure of independent directors | 5 years | | Overboarded Director Nominees | None | Message to Shareholders The company highlights strategic project advancements and investments, alongside ongoing board renewal efforts Strategic Project Advancements The company is advancing key growth projects, with the Skouries project remaining fully funded and on track for first production in Q1 2026. The Lamaque Complex is expanding with the Ormaque deposit, which adds a second underground mine and an inaugural Mineral Reserve of 619,000 ounces of gold. Optimization efforts are also underway at Kışladağ, Efemçukuru, and Olympias to unlock further value - The Skouries project is expected to increase operational scale, add copper production, and strengthen the company's financial foundation. First production is anticipated in Q1 2026, with commercial production in mid-2026, and it has an initial 20-year mine life[34][35] - The Lamaque Complex's Ormaque deposit announced an inaugural Mineral Reserve of 619,000 ounces of gold. An Amended Technical Report outlines an eight-year mine life for Ormaque with 1.2 million ounces of gold production, adding a second underground mine to the complex[36][37] - Value-driving initiatives are progressing at other operations: - Kışladağ: Implementing innovative methods for on-belt agglomeration to accelerate gold recovery - Efemçukuru: Advancing resource conversion of the Kokarpinar and Bati veins - Olympias: Continuing productivity improvements to support a mill expansion to 650ktpa in 2026[38] Strategic Investments and Board Renewal In 2024, Eldorado pursued several strategic investments to increase exposure to early-stage exploration in proven jurisdictions, including option agreements with Brixton Metals and TRU Precious Metals, and an investment in Amex Exploration. The Board is undergoing renewal, with Catharine Farrow not standing for re-election and Hussein Barma being introduced as a new candidate to complement the Board's skillset - The company made strategic investments to gain exposure to early-stage exploration opportunities, including: - Option agreement with Brixton Metals for its Atlin Goldfields Project in British Columbia - Option agreement with TRU Precious Metals for its Golden Rose Project in Newfoundland - Strategic investment in Amex Exploration Inc. in Québec[39] - As part of board renewal, Catharine Farrow will not be standing for re-election. A new board candidate, Hussein Barma, will stand for election, bringing a broad range of business acumen and experience[40] Shareholder and Voting Information This section details the procedures for shareholder voting and participation in the 2025 Annual and Special Meeting Meeting and Voting Procedures Shareholders as of the record date, April 11, 2025, are entitled to vote at the hybrid 2025 Meeting. The company is using 'notice-and-access' procedures, providing meeting materials electronically. Registered shareholders can vote by proxy via mail, telephone, or online by May 30, 2025. Non-registered shareholders must follow instructions from their intermediary to submit their votes - Shareholders as of the record date (April 11, 2025) are entitled to vote at the 2025 Annual and Special Meeting[51] - The company is using notice-and-access procedures, making the Management Proxy Circular and other materials available electronically on its website, SEDAR+, and the SEC website. Paper copies can be requested[52][53][55] - Proxies for registered shareholders must be returned by 3:00 p.m. (Pacific time) on Friday, May 30, 2025. Non-registered shareholders should follow the instructions on their voting instruction form to ensure their vote is submitted by the deadline[59][60] Business of Meeting Key agenda items for the meeting include financial statement review, director elections, auditor appointment, and proposed amendments to equity compensation plans Financial Statements and Director Elections The 2024 Annual Audited Consolidated Financial Statements will be presented. Shareholders will vote on the election of eight directors for a one-year term. The election is subject to a majority voting requirement under the CBCA, where each nominee must receive more 'for' votes than 'against' votes to be elected - The Board has set the number of directors to be elected at eight for the upcoming year[73] - The election of directors is governed by statutory majority voting requirements, meaning a nominee will only be elected if the number of shares voted 'for' them exceeds the number of shares voted 'against' them[75] Auditor Appointment Shareholders will be asked to re-appoint KPMG LLP as the independent auditor for 2025 and authorize the Board to set their remuneration. KPMG has served as the company's auditor since 2009, with a new lead audit partner appointed in Q1 2025 in line with rotation policies. Total fees paid to KPMG in 2024 were US$2,045,855 - KPMG LLP has been the company's independent auditor since 2009. A new lead audit partner was appointed in Q1 2025, in accordance with the five-year rotation policy[82] Fees Paid to KPMG (US$) | Fee Type | 2024 | 2023 | | :--- | :--- | :--- | | Audit fees | 1,945,300 | 1,864,990 | | Audit-related fees | 91,895 | 97,859 | | All other services | 8,660 | 8,250 | | Total | $2,045,855 | $1,971,099 | Amendments to Equity Plans Shareholders are asked to approve amendments to the Stock Option Plan and the Performance Share Unit (PSU) Plan. Key changes to the Stock Option Plan include increasing the reserved common shares by 7,183,172 and extending the maximum option term from five to seven years. The PSU Plan amendments include increasing the reserved common shares by 1,310,000 - Proposed amendments to the Stock Option Plan requiring shareholder approval include: 1. Increasing the maximum number of reserved common shares by 7,183,172 to a total of 23,691,000 2. Increasing the maximum term of options from five to seven years[86] - Proposed amendments to the Performance Share Unit (PSU) Plan requiring shareholder approval include increasing the maximum number of reserved common shares by 1,310,000 to a total of 4,436,000[96] Equity Compensation Plan Status (as of April 11, 2025) | Metric | Value | | :--- | :--- | | Total stock options outstanding | 3,400,772 | | Weighted average exercise price of options | $16.29 | | Weighted average remaining term of options | 3.77 years | | Total PSUs outstanding | 1,044,489 | | Shares available under Stock Option Plan | 1,211,076 | | Shares available under PSU Plan | 727,050 | Advisory Vote on Executive Compensation The company is holding its annual non-binding advisory 'Say on Pay' vote, allowing shareholders to provide feedback on the executive compensation program. While not binding, the Board will consider the results. In 2024 and 2023, the company's approach to executive compensation received over 90% shareholder support - The advisory vote provides shareholders an opportunity to advise the Board on their view of the executive compensation programs. The results are non-binding but will be taken into account by the Board[106][107] Historical 'Say on Pay' Voting Results | Year | Votes "for" (%) | Votes "against" (%) | | :--- | :--- | :--- | | 2024 | 97.07 | 2.93 | | 2023 | 98.48 | 1.52 | Board of Directors This section provides biographies of director nominees, details board diversity, and outlines meeting attendance and governance practices Director Nominee Biographies The eight director nominees bring a complementary mix of skills in areas such as mining, finance, sustainability, and corporate governance. All independent directors meet the company's equity-ownership requirements, with the exception of the first-time nominee. The board includes two audit committee financial experts as defined by SEC rules - The board is composed of eight nominees, seven of whom are independent. George Burns, the President & CEO, is the only non-independent director[117] - All independent directors meet the equity-ownership requirement of 5 times their annual retainer, except for first-time nominee Hussein Barma, who will have until June 2030 to meet the requirement if elected[119][124] - John Webster (Audit Committee Chair) and Teresa Conway are both considered financially literate and meet the SEC's definition of an audit committee financial expert[119] Board and Committee Meeting Attendance In 2024, directors demonstrated high engagement, attending 99% of Board meetings and 100% of committee meetings. The Board and its committees regularly hold in-camera sessions without management present to ensure independent oversight - Director attendance was 99% for Board meetings and 100% for committee meetings in 2024[165] - The Board held in-camera sessions at each of its eight scheduled meetings in 2024. The Audit, CGNC, and Sustainability committees met four times each; the Compensation Committee met five times; and the Technical Committee met six times, all with in-camera sessions[166] Environmental, Social and Governance (ESG) The company's commitment to sustainability is detailed, covering governance, social initiatives, diversity, and ethical conduct Sustainability Governance and Highlights Eldorado is committed to integrating sustainability across its operations, guided by a framework supported by its Sustainability Integrated Management System (SIMS). Key 2024 achievements include reductions in injury frequency rates, successful SIMS verifications in Türkiye, publication of the third Climate Change report with Scope 3 emissions, and achieving board diversity targets - The company's sustainability approach is built on its values and supported by a suite of policies and the Sustainability Integrated Management System (SIMS)[178] - 2024 Sustainability Highlights: - Reduced PFO frequency rate by 27% and total recordable injury frequency rate by 30% compared to 2023 - Completed SIMS Compliance Verifications at Efemçukuru and Kışladağ - Published third Climate Change & GHG Emissions Report, including the first Scope 3 GHG emissions inventory - Exceeded board diversity targets with 50% women representation[183] Social and Human Capital Management The company actively invests in its host communities through various programs focused on education, infrastructure, and female entrepreneurship. The Board oversees human capital management, including a formal executive succession plan that is reviewed at least annually to ensure leadership continuity and development - Community investment highlights in 2024 include supporting local infrastructure, education, and women's entrepreneurship programs in Canada, Greece, and Türkiye[189][193][194] - The Board is responsible for oversight of human capital management. A formal executive succession plan is in place and was reviewed twice in 2024, covering candidate assessments, timelines, emergency designates, and diversity initiatives[195][197][198] Diversity, Inclusion and Employee Engagement Eldorado has established aspirational diversity targets for its Board and senior management, aiming for at least 30% women and an additional 10% from other designated groups. As of April 2025, the company meets these targets, with the Board comprising 50% women and 13% from other groups, and senior management at 32% women and over 10% from other groups - The company's Diversity Policy includes aspirational targets to foster representation of at least 40% from designated groups (women, Indigenous peoples, visible minorities, persons with disabilities, LGBTQIA2S+) on both the Board and senior management team[214][215] Diversity Representation (as of April 11, 2025) | Group | Board of Directors | Senior Management | | :--- | :--- | :--- | | Target | Min. 30% women, plus 10% other designated groups | Min. 30% women, plus 10% other designated groups | | Actual Women | 50% (4 of 8) | 32% (6 of 19) | | Actual Other Groups | 13% Indigenous, 13% Visible Minorities | 5% Indigenous, 11% Visible Minorities, 16% LGBTQIA2S+ | | Status | Met | Met | Governance and Ethical Conduct The company maintains high standards of legal and ethical conduct through a comprehensive governance framework. This includes a Code of Ethics and Business Conduct, a Whistleblower Policy with an independent hotline, an Anti-Bribery and Corruption Policy, and an Insider Trading Policy that prohibits hedging by directors and officers. These policies are reviewed annually and supported by company-wide training - The Code of Ethics and Business Conduct applies to all directors, officers, employees, and contractors, covering areas like conflicts of interest, confidentiality, and compliance with laws. All personnel receive training on the Code[223][224][225] - A Whistleblower Policy and an independent third-party hotline (EthicsPoint) are in place, allowing for confidential and anonymous reporting of concerns. All reports are reviewed by the Chair of the Audit Committee and the Legal and Compliance team[231][232] - The company has an Anti-Bribery and Corruption (ABC) Policy and an Insider Trading Policy. The Insider Trading Policy explicitly prohibits hedging of company shares or related financial instruments by directors or officers[237][244][246] About the Board This section describes the Board's oversight responsibilities, director education, risk management, shareholder engagement, and committee structures Board Oversight and Renewal The Board oversees management and strategic direction, with a focus on risk management, succession planning, and corporate governance. A robust director succession process, guided by a skills matrix, ensures board renewal and effectiveness. Over 71% of independent director nominees have a tenure of nine years or less. The Board has determined that its two long-standing directors remain independent following a formal review - The Board's duties include overseeing strategic planning, risk management, succession planning, internal controls, and ESG strategy[250][253] - The Corporate Governance and Nominating Committee (CGNC) manages director succession using a skills matrix. The process includes engaging independent third parties to identify diverse candidates[261][262][263] - The Board does not have mandatory term limits but conducts a formal independence review for directors serving beyond nine years. Following such a review, directors Steven Reid (11 years) and John Webster (10 years) have been determined to be independent[283][284][285] Director Education and Strategic Planning The company provides a comprehensive orientation for new directors and ongoing education opportunities, including internal sessions and site visits. In 2024, directors participated in numerous internal and external education sessions covering topics like cybersecurity, ESG, and industry knowledge. The Board actively engages in strategic planning, holding at least one dedicated session annually to review and approve the company's long-term goals and five-year plan - Directors receive orientation and continuing education, including four internally organized sessions in 2024 on topics such as Code of Ethics, Strategic Community Investment, and Cybersecurity[290][291][292] - In 2024, all current directors visited the Lamaque Complex, and the Technical Committee visited the Skouries project, Olympias mine, and Kışladağ mine[298][299] - The Board oversees the strategic planning process, with at least one dedicated meeting per year. It reviews and approves the annual budget and five-year plan, and monitors progress against goals quarterly[311][312][313] Risk Management and Shareholder Engagement The Board oversees an Enterprise Risk Management (ERM) program, with specific risk elements delegated to its committees. Management conducts quarterly enterprise-wide risk assessments. The Audit Committee specifically oversees cybersecurity and AI risk. The company maintains a formal Shareholder Engagement Policy, encouraging communication between shareholders and the Board, primarily through the Chair - The Board is responsible for understanding and monitoring principal business risks through an Enterprise Risk Management (ERM) program. Risk oversight is delegated to various committees, and management presents risk reports to the Board quarterly[319][320][321] - The Audit Committee specifically oversees cybersecurity and AI risk. In 2024, the company implemented a cybersecurity-incident response plan and developed AI governance principles, with a formal AI policy expected in 2025[327][328][329] - The company has a formal Shareholder Engagement Policy. The Chair of the Board directs communication between the Board and shareholders, and senior management regularly meets with investors[330][331][336] Board Committees The Board has five standing committees, all composed entirely of independent directors: Audit, Sustainability, Corporate Governance and Nominating (CGNC), Compensation, and Technical. Each committee operates under specific Terms of Reference to assist the Board in its oversight responsibilities - The Board has five standing committees, all 100% independent: Audit, Sustainability, CGNC, Compensation, and Technical[345] - Audit Committee: Oversees financial reporting, internal controls, and the external auditor. All members are financially literate, and two are designated financial experts[349][353] - Sustainability Committee: Oversees the company's approach to sustainability, including environmental, social, health, safety, and human rights risks and policies[355][357] - Corporate Governance and Nominating Committee (CGNC): Oversees corporate governance policies, board composition, and director nominations[358][360] - Compensation Committee: Oversees director and executive compensation philosophy, programs, and policies, including performance assessment and succession planning[362][366] - Technical Committee: Assists the Board in overseeing operational and technical performance and risks, including mineral reserves and resources, and capital projects[368][369] Compensation Discussion & Analysis (CD&A) This section outlines the executive compensation philosophy, components, and decisions, emphasizing pay-for-performance and risk mitigation Letter to Shareholders from the Compensation Committee The Compensation Committee reported strong 2024 performance, resulting in a corporate performance score of 115% (after downward discretion from a calculated 128%) for short-term incentive payouts. Key achievements included solid operational results, reserve replacement, and progress at the Skouries project, though its timeline was revised. For 2024 grants, a climate metric (10% weighting) was added to the PSU scorecard. Looking to 2025, the committee is seeking shareholder approval to increase equity reserves and extend the stock option term to seven years - The Board approved a corporate performance score of 115% for 2024, applying downward discretion from a calculated score of 128% to reflect the updated Skouries project completion timeline[412] - Performance Share Units (PSUs) for the 2021-2023 period paid out at 200% of target, driven by strong Total Shareholder Return (TSR) relative to industry competitors[416] - For PSUs granted in 2024, a GHG emissions mitigation target was added as a second metric, accounting for 10% of the scorecard, with the performance period changed to a three-year cliff vest[417] - For 2025, the committee is proposing amendments to equity plans, including increasing the maximum stock option term from five to seven years for future grants[420] Compensation Philosophy, Objectives, and Risk Management The company's compensation philosophy is centered on pay-for-performance, targeting the 50th percentile of a peer group of 15 mining companies. A significant portion of executive pay is variable and long-term to align with shareholder interests. The company employs several risk mitigation practices, including a market-leading Clawback Policy, significant executive equity ownership requirements (4x salary for CEO, 2x for other NEOs), and a prohibition on hedging by insiders - The compensation program is designed to be heavily weighted towards variable, performance-based incentives to align executive and shareholder interests. Compensation is targeted within a competitive range of the 50th percentile of the peer group[424][425] - The 2024 peer group consists of 15 North American-listed gold and mining companies of comparable size and complexity. For 2025, Kinross Gold Corporation was added to the peer group[433][434][435] - The company has an expanded Clawback Policy that allows for the recovery of incentive-based compensation in the event of a material restatement, material error, or serious misconduct[444][445][446] - Executive equity ownership requirements are 4x base salary for the President & CEO and 2x base salary for other executive officers, to be achieved within five years of appointment[449] Compensation Components and 2024 Decisions Executive compensation comprises base salary, a Short-Term Incentive Plan (STIP), and a Long-Term Incentive Plan (LTIP) consisting of PSUs, RSUs, and stock options. In 2024, the CEO's STIP target was increased to 120% of salary. The STIP payout was 115% of target based on a corporate scorecard assessing ESG, operations, and growth. The LTIP is weighted 50% to PSUs, 25% to RSUs, and 25% to options 2024 Executive Compensation Structure | Component | Type | Target (CEO) | Target (EVPs) | Performance Period | | :--- | :--- | :--- | :--- | :--- | | Base Salary | Fixed Cash | N/A | N/A | N/A | | STIP | Variable Cash | 120% of salary | 80% of salary | 1 Year | | LTIP | Variable Equity | 220% of salary | 150% of salary | 3-5 Years | 2024 Corporate Scorecard Results | Objective Category | Weighting (%) | Score (out of 2.0) | Achievement (%) | | :--- | :--- | :--- | :--- | | ESG | 30% | - | 48.3 | | Operational Execution | 30% | - | 27.1 | | Growth & Strategic Focus | 40% | - | 32.3 | | Total Calculated Score | 100% | | 128% | | Board Discretion Adjustment | | | (13%) | | Adjusted Corporate Score | | | 115% | - The Long-Term Incentive Plan (LTIP) award is composed of 50% Performance Share Units (PSUs), 25% Restricted Share Units (RSUs), and 25% Stock Options[501] - The company provides a Defined Contribution Supplemental Executive Retirement Plan (DC SERP) for Canadian executives to provide supplementary retirement benefits, with contributions based on a percentage of salary and STIP[525][526][527] Compensation Tables and Disclosures The Summary Compensation Table details the total 2024 compensation for Named Executive Officers (NEOs), with the President & CEO's total compensation at C$5,208,505. The company has employment agreements with NEOs that provide for severance payments upon termination without cause or for good reason following a change of control, with a maximum payout of two times base salary and STIP - Over the five-year period ending December 31, 2024, a $100 investment in Eldorado Gold Corporation grew to $205, outperforming the S&P/TSX Global Gold Index ($143) but underperforming the S&P/TSX Composite Index ($169)[556][558] 2024 NEO Total Compensation | NEO | Position | Total Compensation (CDN$) | | :--- | :--- | :--- | | George Burns | President & CEO | 5,208,505 | | Paul Ferneyhough | EVP & CFO | 1,871,675 | | Louw Smith | EVP, Development, Greece | 2,730,299 | | Simon Hille | EVP, Technical Services & Operations | 1,756,784 | | Frank Herbert | EVP, General Counsel & CCO | 1,703,808 | | Philip Yee | Former EVP & CFO | 1,602,786 | - Employment agreements provide for severance payments upon termination without cause or for good reason following a change of control. The maximum severance is capped at two times the executive's base salary and STIP paid in the last 12 months. Upon a change of control, unvested equity awards are also subject to accelerated vesting[574][575][578] Equity Compensation Plan Details The company maintains a Stock Option Plan, a Performance Share Unit (PSU) Plan, and a Restricted Share Unit (RSU) Plan. As of Dec 31, 2024, the annual burn rate was 0.63% for the Stock Option Plan and 0.20% for the PSU Plan. The company is seeking shareholder approval to amend the Stock Option Plan to increase the share reserve and extend the option term to seven years, and to amend the PSU Plan to increase its share reserve - As of December 31, 2024, 2,628,809 stock options and 974,302 PSUs were outstanding, representing 1.28% and 0.48% of issued shares, respectively[591][592][593] Annual Burn Rate (%) | Plan | 2024 | 2023 | 2022 | | :--- | :--- | :--- | :--- | | Stock Option Plan | 0.63% | 0.52% | 0.68% | | PSU Plan | 0.20% | 0.21% | 0.33% | - Shareholders are being asked to approve amendments to the Stock Option Plan, including increasing the share reserve by 7,183,172 shares and extending the maximum option term from five to seven years[618] - Shareholders are also asked to approve an amendment to the PSU Plan to increase the share reserve by 1,310,000 shares[644] Frequently Asked Questions (FAQs) This section addresses common questions regarding voting eligibility, meeting logistics, and proxy submission procedures for shareholders Voting and Meeting Logistics Shareholders of record as of April 11, 2025, can vote. A quorum requires two voting persons representing at least 25% of outstanding shares. Registered shareholders can vote by proxy before the meeting or attend in person/virtually. Non-registered (beneficial) shareholders must follow their intermediary's instructions and can appoint themselves as proxyholders to vote at the meeting, but must register with Computershare to participate virtually - Shareholders as of the record date (April 11, 2025) are entitled to vote. A quorum requires two voting persons present representing at least 25% of the 205,469,879 outstanding common shares[685][687] - Registered shareholders can vote by proxy (mail, telephone, online) or attend the meeting. The proxy deadline is 3:00 p.m. (Pacific time) on May 30, 2025[695][725] - Non-registered shareholders must follow instructions from their intermediary. To vote at the virtual meeting, they must appoint themselves as proxyholder and then register with Computershare to receive an Invite Code[703][708] Schedules This section provides detailed terms of reference for the Board and specific provisions of the amended Stock Option and Performance Share Unit Plans Schedule A – Board of Directors: Terms of Reference The Board's principal role is the stewardship of the company, overseeing management and business strategy. Key responsibilities include strategic planning, risk management, human capital management, CEO appointment and evaluation, succession planning, and oversight of internal controls, disclosure, and corporate governance. The Board is composed of 3 to 20 directors, with a majority required to be independent - The Board's primary duties include overseeing strategic planning, risk management, human capital management, CEO succession, internal controls, and ESG matters[741] - The Board must consist of a majority of independent directors, and the Chair of the Board must be an independent director[743] Schedule B - Amended and Restated Stock Option Plan This schedule details the terms of the Amended and Restated Incentive Stock Option Plan. Key provisions subject to shareholder approval include increasing the total share reserve to 23,691,000 and extending the maximum option term to seven years. The plan outlines eligibility (employees and consultants, not non-employee directors), vesting, exercise procedures, and treatment upon termination or a change of control - The purpose of the plan is to attract, retain, and motivate senior officers, employees, and consultants by aligning their interests with shareholders through stock options[755] - The maximum number of shares issuable under the plan is proposed to be increased to 23,691,000. The maximum option term is proposed to be extended from five to seven years[760][618] - The plan includes specific provisions for insiders, limiting the number of shares issuable to them to 9% of outstanding shares, both in total and within any one-year period[760] Schedule C - Amended and Restated PSU Plan This schedule outlines the terms of the Amended and Restated Performance Share Unit (PSU) Plan. A key amendment subject to shareholder approval is the increase of the maximum number of common shares issuable under the plan to 4,436,000. The plan details the granting, vesting (based on performance targets), redemption, and treatment of PSUs upon termination or a change of control - The purpose of the PSU plan is to align the interests of participants with shareholders, assist in talent retention, and provide compensation reflective of management's role over the medium term[779] - The maximum number of shares issuable from treasury under the plan is proposed to be increased to 4,436,000[785] - PSUs vest based on the achievement of performance targets over a performance period, which typically does not exceed three years. Vested PSUs can be redeemed for shares, cash, or a combination thereof at the Board's discretion[788][790]