Notice of Meeting
and
Management Information Circular
dated 28 May 2021
in respect of the
Annual General and Special Meeting of Shareholders
to be held on Tuesday, 29 June 2021 at 5pm
(Canada Eastern Daylight Time)
Important information - This is an important document that should be read in its entirety. If you do not understand it, you should
consult your professional advisers without delay.
AGM Notice of Meeting and Management Information Circular
Table of Contents
Notice of 2021 Annual General and Special Meeting of Shareholders | |
Letter to Shareholders | iii |
Management Information Circular | vi |
Voting Information | vii |
Business of Meeting | 1 |
Financial Statements | 1 |
Resolution 1 - Election and Re-election of Directors | 1 |
Resolution 2 - Appointment of Auditor | 3 |
Resolution 3 - Advance Notice Policy | 4 |
Resolution 4 - Performance Share Rights Plan | 5 |
Resolution 5 - Advisory Vote on Executive Compensation | 7 |
Director Profiles and Compensation Analysis | 10 |
Directors Profiles | 10 |
Non-Executive Directors' Compensation Elements | 17 |
2020 Non-Executive Directors' Compensation | 18 |
Non-Equity (Cash Based) Schemes for Non-Executive Directors | 19 |
Outstanding share-based awards and option-based awards | 20 |
Share Ownership | 20 |
Securities Held by Directors and Executive Officers | 21 |
Executive Management Profiles and Compensation Analysis | 22 |
Executive Management Profiles | 22 |
General Compensation Discussion and Analysis | 23 |
Executive Compensation Elements | 25 |
Incentive Plan Awards Summary | 35 |
Compensation of Named Executive Officers | 41 |
Outstanding share-based awards and option-based awards | 42 |
Equity-based awards - value vested or earned during the year | 43 |
Pension Plan Benefits | 43 |
Employment Agreements - Termination and Change of Control Benefits | 44 |
Corporate Governance Statement | 46 |
Our Corporate Governance practices at a glance | 46 |
Principle 1 - Lay Solid Foundations for Management and Oversight | 47 |
Principle 2 - Structure the Board to be effective and add value | 54 |
Principle 3 - Instil a Culture of acting Lawfully, Ethically and Responsibly | 62 |
Principle 4 - Safeguard the integrity of corporate reports | 65 |
Principle 5 - Make Timely and Balanced Disclosure | 67 |
Principle 6 - Respect the Rights of Security Holders | 68 |
Principle 7 - Recognise and Manage Risk | 69 |
Principle 8 - Remunerate Fairly and Responsibly | 73 |
Principle 9 - Additional recommendations | 76 |
AGM Notice of Meeting and Management Information Circular
Additional Information | 77 |
Schedule A - Independence Requirements of National Instrument 52-110 - Audit Committees | 83 |
Schedule B - Board Performance Evaluation Questionnaire | 84 |
Schedule C - Advance Notice Policy | 87 |
Schedule D - Board Charter | 90 |
AGM Notice of Meeting and Management Information Circular
Notice of 2021 Annual General and Special Meeting of Shareholders
We invite you to attend the Annual General and Special Meeting of the shareholders of OceanaGold Corporation (the Company).
Tuesday 29 June 2021 | 5:00pm | Virtual Meeting via live |
(Canada) | (Eastern Daylight Time) | audio webcast |
Webcast link: https://web.lumiagm.com/323819791
Meeting ID: 323-819-791
The Board recognises the importance of the Annual General and Special Meeting (Meeting) as an opportunity for shareholders to meet and engage with the directors. This year, with the continuing COVID-19 situation, in order to mitigate risks to the health and safety of our shareholders, employees and communities we will hold our Meeting in a virtual only format, which will be conducted via live webcast. Further information on how to participate online and to vote at the Meeting is provided in the section headed Voting Information.
The Meeting will be held for the following purposes:
- to receive and consider the audited consolidated financial statements of the Company for the year ended 31 December 2020, together with the auditor's report therein;
- to elect and re-elect the directors of the Company to hold office until the close of the next annual meeting of shareholders;
- to appoint PricewaterhouseCoopers as the auditor of the Company to hold office until the next annual meeting of shareholders;
- to consider and, if thought advisable, pass an ordinary resolution to approve, confirm and endorse the Advance Notice Policy;
- to approve the Amended and Restated Performance Share Rights Plan for Designated Participants of the Company and its affiliates;
- to consider and, if thought advisable, pass a non-binding advisory resolution on the Company's approach to executive compensation; and
- transact such other business as may properly come before the Meeting or any adjournment(s) or postponement(s) thereof.
Meeting Materials
Accompanying this Notice of Annual General and Special Meeting is a: (1) Management Information Circular (Circular), which provides additional information relating to the matters to be dealt with at the Meeting; (2) Form of Proxy and Notes to Proxy or a Voting Instruction Form (VIF), as applicable; and (3) return envelope for use by the shareholders to send in their Proxy or VIF, if applicable.
Your vote is important to us. The record date for the determination of the shareholders entitled to receive this Notice and to vote at the Meeting has been established as 28 May 2021 (Record Date).
i
AGM Notice of Meeting and Management Information Circular
While a registered shareholder or a duly appointed proxyholder can vote at the virtual Meeting live, we encourage you to vote by Proxy or VIF in advance of the Meeting so we can secure as large a representation as possible of our shareholders at the Meeting.
For information on how to vote, please refer to the Voting Information section of this Circular set out below. We encourage you to learn more about the Company by reading the enclosed Circular. Voting exclusion statements under applicable Australian Securities Exchange (ASX) requirements in relation to the advisory resolution on the approach to executive compensation are set out in the enclosed Circular.
Shareholders are also encouraged to submit questions in advance of the Meeting by emailing questions to ir@oceanagold.comby Monday 28 June 2021.
If it becomes necessary to make further changes to the arrangements for the AGM, OceanaGold will update shareholders through its website and by making an announcement on Toronto Stock Exchange (TSX) and ASX.
DATED 28 May 2021
BY ORDER OF THE BOARD OF DIRECTORS OF OCEANAGOLD CORPORATION
Liang Tang
Company Secretary
Melbourne, Australia
ii
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OceanaGold Corporation published this content on 31 May 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 30 May 2021 22:41:06 UTC.