EURO Ressources S A : Annual ordinary general meeting of shareholders Information Circular (163KB)

EURO RESSOURCES S.A.

Société Anonyme with a Share Capital of €624,912.81

Registered in Paris No. B 390 919 082 23, rue du Roule, 75001 Paris, France

NOTICE OF ANNUAL ORDINARY GENERAL

MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that an Annual Ordinary General Meeting of shareholders of EURO Ressources S.A. (the "Company") will be held at 2:00 p.m. (local time in Paris) on May 17, 2023, at the Hôtel Hilton Paris Charles de Gaulle Airport, rue de Rome, Tremblay-en-France (93), France, for the following purpose:

AGENDA FOR THE ANNUAL ORDINARY GENERAL MEETING:

• Approval of the Company's annual financial statements for the year ended December 31, 2022 and release of the Directors and Statutory Auditor;
• Allocation of the result recorded during the year ended December 31, 2022;
• Approval of the agreements subject to Articles L. 225-38et seq. of the French Commercial Code;
• Ratification of the appointment of Mrs Yi (Kathy) Xu as Director by way of cooptation;
• Re-electionof the following Directors: Mr David Watkins, Mr Ian Smith, Mrs Susanne Hermans, Mrs Yi (Kathy) Xu, Mrs Dorena Quinn, Mr Silviu Bursanescu and Mr Tim Bradburn;
• Approval of the information referred to in article L. 22-10-9 I of the French Commercial Code with respect to the compensations of the directors and officers and included in the corporate governance report part of management report of the Board of Directors;
• Approval of the compensation and advantages of any kind paid or granted during the year ended December 31, 2022 to the Chairman of the Board of Directors;
• Compensation and advantages of any kind paid or granted during the year ended December 31, 2022 to the Directeur Général;
• Compensation and advantages of any kind paid or granted during the year ended December 31, 2022 to the Directeur Général Délégué;
• Approval of the compensation policy of the Directors and Officers;
• Re-electionof the statutory auditor, and
• Power for the fulfillment of legal formalities.

Particulars of the matters to be acted upon at the meeting are set out in the accompanying Information Circular.

Dated April 25, 2023

(signed) "Tidiane Barry"

Directeur-Général

YOUR VOTE IS IMPORTANT. Shareholders can give a proxy or vote by mail. If you choose to do so, please complete, date and sign the enclosed Instrument of Proxy promptly and return it in the self- addressed envelope for receipt by 2:00 p.m. (Toronto time or Paris time as the case may be) on May 12, 2023. If a Shareholder receives more than one Instrument of Proxy because such Shareholder owns shares registered in different names or addresses, each Instrument of Proxy should be completed and returned.

EURO RESSOURCES S.A.

Société Anonyme with a Share Capital of €624,912.81

Registered in Paris No. B 390 919 082 23, rue du Roule, 75001 Paris, France

ANNUAL ORDINARY GENERAL MEETING OF SHAREHOLDERS

INFORMATION CIRCULAR

GENERAL INFORMATION

This Information Circular, together with the form of proxy document attached hereto (the "Instrument of Proxy"), has been prepared by EURO Ressources S.A. (the "Company") in connection with the Annual Ordinary General Meeting (the "Meeting") of the shareholders of the Company (the "Shareholders") to be held on May 17, 2023 at 2:00 p.m. (local time in Paris).

All euro (€) amounts referred to herein are Euros unless otherwise indicated.

All dollar (US$) amounts referred to herein are United States dollars unless otherwise indicated. The information in this Information Circular is as of April 17, 2023 unless otherwise indicated.

SOLICITATION OF SHAREHOLDERS

THE ENCLOSED PROXY IS SOLICITED BY AND ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY. The Shareholders will be solicited primarily by the mailing of the Instrument of Proxy. The Company's directors may also solicit the Shareholders prior to the Meeting by telephone or in person to ensure that the Shareholders return the Instrument of Proxy in due time. Costs of solicitation of the Shareholders will be borne by the Company. This Information Circular and the accompanying Instrument of Proxy are expected to be mailed to the Shareholders on or about April 25, 2023.

HOW TO VOTE WITH THE INSTRUMENT OF PROXY

As the Company is incorporated under the laws of France, the Meeting and the voting procedure at the Meeting must be conducted in accordance with French law. French law has very specific rules and regulations regarding the solicitation of proxies and the manner in which shares may be voted at a Shareholders' meeting. Please read carefully the following explanation on how to vote your shares since French law may differ substantially from Canadian law in this respect.

A Shareholder entitled to vote at the Meeting may by means of the Instrument of Proxy either:

1. give a proxy to the president of the Meeting (the "President"), to be voted in favour of all the resolutions approved by the Board of Directors to be submitted to the Meeting (whether or not mentioned in the Notice) as provided under French law; or
2. give a proxy to the Shareholder's spouse or the Shareholder's partner with whom he or she has entered into a civil union, if any, or another Shareholder or an individual or legal entity of his or her choice to vote on behalf of the Shareholder on all the resolutions to be submitted to the Meeting (whether or not mentioned in the Notice); or
3. vote by mail:
4. 1. on the resolutions mentioned in the Notice by instructing the proxy holder for each resolution, whether:
   2. • to vote in favour of the resolution; or
      • to vote against the resolution; or
      • to abstain from voting;

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and

1. 1. on any resolutions not mentioned in the Notice or any amendment thereto, whether:
   2. • to abstain from voting; or
      • to give a proxy to the President; or
      • to give a proxy to the Shareholder's spouse, if any, or to another Shareholder; or
2. elect, for each resolution, to vote by mail or proxy.

The completed Instrument of Proxy must be received by 2:00 p.m. (local time at either the Toronto or Paris address where the Instrument of Proxy is received) on May 12, 2023 at the address set forth on the accompanying return envelope (Attention: Proxy Department, TSX Trust, Suite 301, 100 Adelaide Street West, Toronto, Ontario M5H 4H1 Canada or at the offices of Société Générale Securities Services, SGSS/SBO/CIS/ISS/SRP, 32 rue du Champ de Tir CS 30812, 44308 Nantes CEDEX 3, France). All Forms received will be duly sent to the President in time for the Meeting. For options other than vote by mail, the Instrument of Proxy can also be deposited with the President or scrutineer of the Meeting prior to the commencement of the Meeting.

DETAILED INSTRUCTIONS FOR VOTING WITH THE FORM

The four options for voting with the Instrument of Proxy mentioned above are described in more detail below.

Option 1

A Shareholder may give to the President the power to vote on all resolutions submitted to the Meeting (whether or not mentioned in the Notice) (Part 1 of the Instrument of Proxy).

The Instrument of Proxy enables a Shareholder to authorize the President to vote on behalf of the Shareholder in favour of all the resolutions submitted or approved by the Company's Board of Directors (the "Board"). In order to exercise this option, a Shareholder need only date and sign the Instrument of Proxy; parts 2 and 3 of the Instrument of Proxy must be left blank. As provided under French law, the President will vote in favour of the resolutions submitted or approved by the Board and against any other resolution. The President will vote in the same manner for new or amended resolutions.

Option 2

A Shareholder may give a proxy to his spouse or the Shareholder's partner with whom he or she has entered into a civil union, if any, or another Shareholder or an individual or legal entity of his or her choice to vote on behalf of the Shareholder on the resolutions submitted to the Meeting (whether or not mentioned in the Notice) (Part 2 of the Instrument of Proxy).

The Shareholder may by means of the Instrument of Proxy select a proxy holder who will vote on behalf of the Shareholder on all resolutions submitted to the Meeting. In order to exercise this option, the Shareholder must

1. complete part 2 of the Instrument of Proxy, (2) indicate where required on the document the name of the Shareholder's spouse or the Shareholder's partner with whom he or she has entered into a civil union, or the other Shareholder or individual or legal entity of his or her choice entitled to vote on behalf of the Shareholder, (3) date and sign the Instrument of Proxy, and (4) leave parts 1 and 3 of the Instrument of Proxy blank. The proxy holder is entitled to use the proxy at his discretion regarding the resolutions proposed in the Notice of Meeting or any new or amended resolutions. The proxy holder shall have to send his instructions in respect of the proxies he holds under the form of a vote by mail (part 3 of the Instrument of Proxy in accordance with the conditions of option 3 below) sent at the following electronic address assemblees.generales@sgss.socgen.com at the latest on May 12, 2023.

If a Shareholder completes only part 2 of the Instrument of Proxy and returns the Instrument of Proxy dated and signed without designating the person entitled to vote on behalf of the Shareholder, the Instrument of Proxy will be construed as a "blank proxy". A "blank proxy" will be treated as a proxy given to the President. The President of the Meeting will then use the proxy as provided under Option 1 above.

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Option 3

A Shareholder may vote by mail on all resolutions (Part 3 of the Instrument of Proxy).

To vote by mail, a Shareholder must complete only part 3 of the Instrument of Proxy, and date and sign the Instrument of Proxy. For each resolution mentioned in the Notice, the Shareholder must only mark one box per resolution, depending on whether the Shareholder elects to vote "for" or "against" or to "abstain from voting". According to French law, when a Shareholder abstains from voting, the voting rights of the Shareholder are excluded for the calculation of the majority required to approve the concerned resolution.

A Shareholder who elects to vote by mail must also give voting instructions regarding amendments or new resolutions by indicating whether he wants to abstain from voting for such resolutions or, alternatively, give a proxy to his spouse, the President or another designated Shareholder, by completing the relevant section of part 3 of the Instrument of Proxy. When a Shareholder has given a proxy to the President, the President must vote on behalf of the Shareholder in favour of the resolutions approved by the Board and against any other resolution. When a Shareholder gives a proxy to another permitted proxy holder, such proxy holder may vote the proxy in his discretion.

Option 4

A Shareholder may elect to vote by mail for certain resolutions and to vote by proxy for others.

A Shareholder may vote by proxy for certain resolutions and by mail for others. To do so, a Shareholder must put a check mark in box 1b and vote on one or more resolutions shown in part 3. In such case, the Shareholder will be deemed to have intended to vote by proxy, subject to the votes by mail indicated in part 3 of the Instrument of Proxy.

Signing of the Instrument of Proxy (Part 4 of the Instrument of Proxy)

The Shareholder must indicate where required on part 4 of the Instrument of Proxy the Shareholder's full name and address. If this information is already printed on part 4 of the Instrument of Proxy, the Shareholder must correct any inaccuracies in the information. If the Shareholder is a corporate entity, the signatory of the Instrument of Proxy must indicate his full name and the capacity in which he is signing. As to individual Shareholders, when the signatory is not the Shareholder, such signatory must indicate his full name.

IN ALL CASES THE INSTRUMENT OF PROXY MUST BE SIGNED BY THE SHAREHOLDER.

Forms that are not signed and returned in time will not be taken into account

in computing the votes for or against a resolution.

REVOCABILITY OF PROXIES

A proxy given by a Shareholder may be revoked at any time upon timely notice in writing of such revocation to the Company. A Shareholder may revoke a proxy by sending to one of the addresses mentioned above, with receipt no later than 2:00 p.m. (local time at either the Toronto or Paris address where the Instrument of Proxy is received) on May 12, 2023, a notice in writing signed by the Shareholder revoking the proxy previously sent to the above-mentionedaddresses. A signed notice of revocation may also be deposited with the President or the scrutineer of the Meeting prior to the commencement of the Meeting.

VOTING SHARES AND PRINCIPAL HOLDERS OF VOTING SHARES

The share capital of the Company consists of common shares. As of the date hereof, 62,491,281 common shares were issued and outstanding. Holders of common shares are entitled to vote at the Meeting with each common share carrying the right to one vote, subject to a double voting right attached to each share recorded in registered form for a continuous period of at least two years.

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The record date for the shareholder to attend and vote is two days before the Meeting. The Company has caused to be prepared a list of the holders of common shares on such record date. Each Shareholder named in the list will be entitled to one vote at the Meeting for each common share shown opposite the Shareholder's name except to the extent that (a) the Shareholder has transferred the ownership of such common share on May 15, 2023, and

1. the transferee of such common share produces a properly executed transfer form ("ordre de mouvement") (which can be obtained from the Company's transfer agent, Société Générale Securities Services) establishing that the transferee owns such common share.

A complete list of the registered Shareholders entitled to vote at the Meeting will be open for examination by a Shareholder for any purpose germane to the Meeting, during ordinary business hours for a period of 15 days prior to the Meeting (ie. from May 2, 2023), at the office of Société Générale Securities Services, SGSS/SBO/CIS/ISS/SRP, 32 rue du Champ de Tir CS 30812, 44308 Nantes CEDEX 3, France and at the office of TSX Trust, Suite 301, 100 Adelaide Street West, Toronto, Ontario M5H 4H1 Canada. In accordance with French law (Article R. 225-90 paragraph 2 of the French Commercial Code), a list of the registered Shareholders as at May 2, 2023, will also be open for examination at the registered office of the Company in Paris, France.

As provided by French law, a Shareholder is entitled to vote at the Meeting where the Shareholder can identify itself and demonstrate that the Shareholder has held common shares for a period of at least two days prior to the Meeting date (i.e., at the latest on May 15, 2023, 0:00 am).

This Information Circular and the Instrument of Proxy attached hereto will be sent to all Shareholders holding common shares on or around April 25, 2023. In addition, under French law, the Company must send this Information Circular and the Instrument of Proxy to any Shareholder who has requested them from the Company not less than six calendar days prior to the Meeting.

To the knowledge of the directors and executive officers of the Company, as at the date hereof no person beneficially owns (within the meaning of Canadian securities laws), directly or indirectly, or exercises control or direction over, shares carrying more than 10% of the voting rights attached to the Company's issued and outstanding common shares, other than IAMGOLD France S.A.S., which is the registered holder of 56,242,153 common shares, being 90% of the issued and outstanding common shares as at December 31, 2022. IAMGOLD France S.A.S. is an indirect wholly owned subsidiary of IAMGOLD Corporation ("IAMGOLD").

ADVICE TO BENEFICIAL HOLDERS OF COMMON SHARES NOT HOLDING THEIR COMMON

SHARES IN THEIR OWN NAMES

The information set forth in this section is of significant importance to many Shareholders of the Company as a substantial number of Shareholders do not hold their common shares of the Company in their own names. Shareholders of the Company who do not hold their common shares in their own names (referred to herein as "Beneficial Shareholders") should note that only proxies deposited by Shareholders whose names appear on the records of the Company as the registered holders of common shares can be recognized and acted upon at the Meeting. If common shares are listed in an account statement provided to a Shareholder by a broker, then, in almost all cases, those shares will not be registered in the Shareholder's name on the records of the Company. Such shares will more likely be registered under the name of the Shareholder's broker or an agent of that broker. In Canada, the vast majority of such shares are registered under the name of CDS & Co. (the registration name for The Canadian Depositary for Securities, which acts as nominee for many Canadian brokerage firms). Common shares of the Company held by brokers or their agents or nominees may in certain instances be voted (for or against resolutions) upon the instructions of the Beneficial Shareholder. Without specific instructions, a broker and its agents and nominees are prohibited from voting shares for the broker's clients. Therefore, Beneficial

Shareholders should ensure that instructions respecting the voting of their common shares are communicated to the appropriate person.