Ero Copper Corp 6-K, filed Mar 15, 2023

Ero Copper Corp. (ERO)

6-K 2023-03-15 For: 2022-12-31

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Added on July 04, 2026

About this 6-K

Ero Copper Corp filed this 6-K on March 15, 2023.

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	Ero Copper Corp.

	By:	/s/ Deepk Hundal
		Name: Deepk Hundal
		Title: SVP, General Counsel and Corporate Secretary
Date: March 14, 2023


Exhibit Number						Description of Document

99.1						Management Information Circular
99.2						Notice of Meeting
99.3						Notice and Access Letter
99.4						Form of Proxy
99.5						Financial Statement Request Card


Shareholders with a 15 Digit Control Numbers						Shareholders with a 16 Digit Control Number
Within North America - 1-866-962-0498 (toll free)						Within North America - 1-877-907-7643 (toll free)
Outside of North America - 1-514-982-8716 (toll free)						Outside of North America - 1-303-562-9305 (toll free)


Shareholders with a 15 Digit Control Numbers						Shareholders with a 16 Digit Control Number
Within North America - 1-866-962-0498 (toll free)						Within North America - 1-877-907-7643 (toll free)
Outside of North America - 1-514-982-8716 (toll free)						Outside of North America - 1-303-562-9305 (toll free)


Deepk Hundal, Senior Vice President, General Counsel and Corporate Secretary of the Company						Mail: 625 Howe Street, Suite 1050, Vancouver BC, V6C 2T6 Phone: (604) 449-9236 Email: info@erocopper.com
Computershare, (the Company’s transfer agent)						Mail: 100 University Avenue, 8th Floor, Toronto, ON M5J 2Y1 Phone: 1-800-564-6253 (toll-free in Canada and the United States) or 514-982-7555 (from outside Canada and the United States) Fax: 1-888-453 0330 (toll-free in Canada and the United States) or 514-982 7635 (from outside Canada and the United States) E-mail: Service@Computershare.com


These materials are important and require your immediate attention. They require the shareholders of Ero Copper Corp. to make important decisions. If you are in doubt as to how to make such decisions, please contact your financial, legal or other professional advisors.


			When: Wednesday, April 26, 2023 3:30 p.m. (Vancouver time)						Where: Rosewood Hotel Georgia (Bowden Room) 801 West Georgia Street, Vancouver, British Columbia


At a Glance - What We Do
✓			Pay executives for performance
✓			Conduct an annual Say on Pay advisory vote on executive compensation
✓			Annual compensation risk review by 100% independent Compensation Committee
✓			Compensation Committee engages an independent compensation advisor
✓			Benchmark executive and director compensation programs against an appropriate peer group
✓			Executive compensation program includes an appropriate mix of annual performance incentives (“APIs”) and long-term equity-based incentives
✓			Cap on the maximum payout of API
✓			Full disclosure of API performance objectives, weightings and results
✓			50% of long-term equity-based incentives to the CEO and other NEOs is in the form of PSUs, with 25% in the form of Options and 25% in the form of RSUs
✓			80% of long-term equity-based incentives to non-executive directors is in the form of DSUs, which may only be settled in cash upon the director's death, retirement or removal from the Board
✓			Use mixed vesting time horizons for long-term equity-based incentives to focus executives and directors on the long-term
✓			Board has full discretion to change or suspend any incentive program at any time
✓			Significant share ownership requirements for senior executives and directors
✓			Double trigger change of control provision in each executive's employment contract
✓			Incentive Compensation Clawback Policy applies to all executive officers
✓			Prohibit directors and management from hedging and derivative trading in our securities


At a Glance - What We Don't Do
✓			No guarantee of annual base salary increases or incentive compensation
✓			No executive perks such as club memberships or car allowances
✓			No repricing of Options
✓			No loans to directors, management or other employees


Aura Minerals Inc.	Fortuna Silver Mines Inc.	Sandfire Resources Ltd.
Capstone Mining Corp.	Hudbay Minerals Inc.	SSR Mining Inc.
Dundee Precious Metals Inc.	Mantos Copper (Bermuda) SA	Taseko Mines Ltd.
Eldorado Gold Corp.	OZ Minerals Ltd.	Torex Gold Resources Inc.
Equinox Gold Corp.	Pretium Resources Inc.	Turquoise Hill Resources Ltd.


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


	Performance Range			Actual Result	Weight	Weighted Result
Category	Threshold	Target	Stretch
Safety & Environment
Combined Long Term Injury Frequency Rate	1.0	0.8	0.6	0.6	15.0%	0.0%(1)
Reportable Environmental Incidents	2	1	0	0	5.0%	7.5%
ESG Initiatives	Advance TCFD and TSM roll-out initiatives. Threshold: gap analysis completed for all sites; Target: Undertakes self-assessment and develop action plan for 1 site; Stretch: 2 sites self-assessment and action plan			Completed gap analysis and self-assessment for sites as well as developed an action plan for Caraíba Operations	5.0%	5.0%
Caraíba Operations' Operating Performance
Copper Production (tonnes)	42,885	45,142	46,271	46,317	7.5%	11.3%
C1 Cash Cost(2)	1.28	1.07	0.96	1.36	10.0%	0.0%
Xavantina Operations' Operating Performance
Gold Production (oz)	37,013	41,126	43,182	42,669	2.0%	2.8%
C1 Cash Cost(3)	671	559	503	557	3.0%	3.0%
Capital Projects
Caraíba Operations, including phase II cooling project, ramp development, shaft sinking project and concentrator expansion/upgrade project	+10% budget/schedule	On budget/schedule	-5% budget/schedule	On budget/schedule	15.0%	15.0%
Tucumã Project Construction	+10% budget/schedule	On budget/schedule	-5% budget/schedule	On budget/schedule	15.0%	15.0%
Strategic Initiatives
Pilar 3.0 (Caraíba Operations – mineral reserve replacement and mineral resource growth, with particular focus on advancing Project Honeypot.)	Achieve 50% of objectives	Achieve 75% of objectives	Achieve 100% of objectives	Achieve 100% of objectives	7.5%	11.3%
NX60 (Xavantina Operations - accelerate development of the Matinha Vein in support of the NX 60 initiative)	Achieve 50% of objectives	Achieve 75% of objectives	Achieve 100% of objectives	Achieve 100% of objectives	7.5%	11.3%
Regional Exploration	Budgeted drill meters completed	1 Discovery	2 Discoveries	1 Discovery - Nickel Sulphide System at Caraíba (Umburana System)	7.5%	7.5%
Total						89.7%


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


Key Terms						Summary
Administration						The Compensation Committee, in its sole and absolute discretion, but subject to the general purposes, terms and conditions of the Stock Option Plan and to the direction of the Board, administers the Stock Option Plan and exercises all the powers and authorities either specifically granted to it under the Stock Option Plan or necessary or advisable in the administration of the Stock Option Plan, acting reasonably and in good faith and subject to and not inconsistent with the express provisions of the Stock Option Plan. The Compensation Committee is fully comprised of independent directors, as more particularly described under the heading “Corporation Governance Practices – Compensation Committee”.
Securities						Each Option entitles the holder thereof (an “Optionee”) to purchase one Share at an exercise price set at the time of the grant.
Eligibility						Any director, officer, employee, consultant or other personnel of the Company (including any subsidiary of the Company), as the Compensation Committee may determine.
						The exercise price of an Option will be determined by the Compensation Committee at the time of the grant, but will be no lower than the volume weighted average trading price of the Shares on the Toronto Stock Exchange (the “TSX”) for the five trading days immediately preceding the relevant date (or on any such other stock exchange, inter-dealer quotation network or other organized trading facility on which the Shares trade or are quoted from time to time) (the “Fair Market Value”). If the Shares are suspended from trading or have not traded on the TSX or another stock exchange, inter-dealer quotation network or other organized trading facility for an extended period, the exercise price will be no lower than the Fair Market Value of the Shares at the time of the grant as determined by the Compensation Committee in its sole discretion acting in good faith.
Exercise Price						The vesting and exercise period of an Option will be determined by the Compensation Committee at the time of grant; however, the expiry date of an Option shall be no later than five years from the date of grant, or in the case where the expiry date of an Option occurs during a period of time during which the Optionee cannot exercise or sell securities of Ero due to applicable policies of the Company in respect of insider trading (a “Blackout Period”) or within 10 business days after the expiry of the Blackout Period, then the expiry date for the Option will be the date that is the tenth business day after the expiry of the Blackout Period.


Key Terms						Summary
Cessation of Employment						Subject to certain limitations, in the event that an Optionee’s employment is terminated for any reason other than death, retirement, long-term disability or for cause, the Options held by such Optionee may be exercised within 60 days of termination, provided such Options have vested and not expired. Subject to certain limitations, in the event that an Optionee’s employment is terminated due to retirement or as a result of long-term disability, unless the Compensation Committee determines otherwise, the Options held by such Optionee may be exercised within one year of retirement or termination as a result of long-term disability, provided such Options have vested and not expired. In addition, such Optionee’s unvested Options shall continue to vest in accordance with their terms until the earlier of the date which is one year following the date of retirement or termination as a result of long-term disability and the expiry date. Subject to certain limitations, in the event that an Optionee’s employment is terminated by reason of death, unless the Compensation Committee determines otherwise, the Options held by such Optionee shall become fully vested and may be exercised by the legal personal representative(s) of such Optionee’s estate within one year following the death of the Optionee or prior to the expiry date, whichever is earlier. In the event an Optionee’s employment is terminated for cause, the Options held by such Optionee shall expire and terminate immediately upon such Optionee ceasing to actively provide services to the Company in his or her capacity as a director, officer, employee or consultant, as the case may be.
Change of Control						Subject to the Compensation Committee’s ability to accelerate the vesting of Options at any time in its sole discretion, if the Company completes a transaction which results in a “Change of Control” (as defined in the Stock Option Plan), all unvested Options will vest, and if within 90 days (or such other period as the Compensation Committee determines) following the completion of such transaction an event(s) that would constitute “constructive dismissal” (as defined pursuant to common law) occurs, and if within 90 days (or such other period as the Compensation Committee determines) following the date of such “constructive dismissal” an Optionee’s employment is terminated (whether at the Optionee’s discretion or otherwise) then all Options held by such Optionee will remain exercisable until the earlier of 90 days (or such other period as the Compensation Committee determines) from the date of termination and the expiry date thereof. Notwithstanding the foregoing, with respect to any performance-based Options granted under the Stock Option Plan, vesting of an Option will be dependent on achievement of the applicable performance criteria as of the date of the completion of the above-mentioned transaction and/or be prorated to the date of the completion of such transaction, as applicable.


						2022 Voting Results
						For			Against
						93%			7%


Key Terms						Summary
Limitations						The total number of Shares issuable pursuant to the Stock Option Plan (subject to adjustments under the Stock Option Plan) together with all other security based compensation arrangements of the Company (including the Share Unit Plan discussed below) shall not exceed 8% of the Company’s issued and outstanding Shares, on a non-diluted basis, at the relevant time (currently 7,380,824 Shares, based on 92,260,300 Shares issued and outstanding as at the date of this Circular). Under the Amended and Restated Stock Option Plan, this limit would be decreased to 7% of the Company’s issued and outstanding Shares, on a non-diluted basis, at the relevant time (6,458,221 Shares, based on 92,260,300 Shares issued and outstanding as at the date of this Circular). Provided that such maximum number of Shares is not exceeded, following the exercise, expiration, cancellation or other termination of any Options under the Stock Option Plan, a number of Shares equal to the number of Options or rights so exercised, expired, cancelled or terminated shall automatically become available for issuance in respect of Options that may subsequently be granted under the Stock Option Plan. Subject to certain limitations, the total number of Shares that may be issued to any individual Optionee under the Stock Option Plan together with all other security based compensation arrangements of the Company (including the Share Unit Plan) in any one-year period, shall not exceed 5% of the number of issued and outstanding Shares at the date of grant (the “Individual Limit”). Subject to certain exceptions, the total number of Shares issuable to insiders of the Company as a group at any time and the total number of Shares issued to insiders of the Company as a group within any one-year period, under the Stock Option Plan together with all other security based compensation arrangements of the Company (including the Share Unit Plan) shall not exceed 8% of the issued and outstanding Shares, on a non-diluted basis, at the date of grant. Under the Amended and Restated Stock Option Plan, this limit would be decreased to 7% of the issued and outstanding Shares, on a non-diluted basis, at the date of grant. The total number of Shares that may be issued to any one insider of the Company under the Stock Option Plan together with all other security based compensation arrangements of the Company (including the Share Unit Plan) shall not exceed the Individual Limit. The Fair Market Value of Options that may be granted to each non-employee director of the Company within any one-year period under the Stock Option Plan shall not exceed $100,000, and under the Stock Option Plan together with all other security based compensation arrangements of the Company (including the Share Unit Plan) shall not exceed $150,000.
Net Settlement of Options						The Stock Option Plan provides for the cashless exercise of Options, subject to certain limitations. The number of Shares issuable pursuant to any such cashless exercise is equal to the number determined by dividing (a) the product of the number of unexercised vested Options tendered for settlement by the difference between the Fair Market Value of one Share (calculated as at the date of settlement) and the exercise price of such Options, by (b) the Fair Market Value (calculated as at the date of settlement) of one Share, represented by the following formula: A x (X-Y) X Where: A = the number of unexercised vested Options tendered for settlement X = the Fair Market Value of the Shares on the date of settlement Y = the exercise price of the Options tendered for settlement


Key Terms						Summary
Amendments						The Compensation Committee has the right to suspend, discontinue or amend the Stock Option Plan or any Option granted thereunder, provided that it obtains shareholder and necessary regulatory approval prior to certain amendments. Subject to certain exceptions, approval from a majority of holders of Shares (and other voting securities of the Company) is required to effect the following amendments to the Stock Option Plan: (i) increasing the maximum number of Shares issuable, as a fixed percentage of the issued and outstanding Shares pursuant to the Stock Option Plan; (ii) amendments that would reduce the exercise price of an outstanding Option; (iii) make any amendments to the non-employee director participation limits (see last paragraph under the above heading “Limitations”); (iv) extending the expiry date of any Option beyond its expiry date determined at the date of grant, except with respect to an expiry date that occurs during a Blackout Period; (v) change the categories of individuals who are eligible to participate in the plan, including where such change may introduce, re-introduce, broaden or increase the participation of non-employee directors under the Plan; (vi) amendments to permit the transfer or assignment of Options, except to permit a transfer to a family member, to an entity controlled by the Optionee or a family member, to a charity or for estate planning or estate settlement purposes; and (vii) amendments to the amendment provisions of the Stock Option Plan.
Assignment						Rights respecting Options shall not be transferable or assignable other than by reason of death of the Optionee or by shareholder approval.


Key Terms						Summary
Deferral Date						Non-Canadian Share Unit Participants may elect to defer the receipt of all or any part of their entitlement to Shares and/or Cash Consideration, as applicable, until a date following the Redemption Date but no later than such individual’s date of retirement (the “Deferred Payment Date”). Non-Canadian Share Unit Participants who elect to set a Deferred Payment Date must provide prior notice to the Company and, subject to certain restrictions, may change a Deferred Payment Date by providing prior notice to the Company.
Dividends						When dividends are paid on Shares, each Share Unit Participant shall be credited with dividend equivalents in respect of the Share Units credited to his or her account as of the record date for payment of dividends. Such dividend equivalents shall be converted into additional Share Units (including fractional Share Units) based on the Fair Market Value of the Share on the date credited and redeemed on the Redemption Date or a later deferred date, as applicable, of the Share Unit with respect to which the dividend equivalent was granted.
Cessation of Employment						Subject to certain restrictions, if a Share Unit Participant is terminated by the Company for cause or if a Share Unit Participant voluntarily terminates his or her employment for any reasons or resigns as a director, as applicable, all of his or her Share Units that have not reached their respective Redemption Dates as at the date of termination will be cancelled, and all of his or her Share Units that have reached their respective Redemption Dates as at the date of termination but redemption thereof has been deferred by the Share Unit Participant will be redeemed as soon as possible for Shares, Cash Consideration in lieu thereof or a combination of both, as determined by the Compensation Committee in its sole discretion. Subject to certain restrictions, in the event that a non-director Share Unit Participant’s employment is involuntarily terminated for reasons other than cause, his or her Share Units will be redeemed on the date of termination for Shares, Cash Consideration in lieu thereof or a combination of both, as determined by the Compensation Committee in its sole discretion, provided such Share Units have vested at such time. Subject to certain restrictions, in the event that a director Share Unit Participant is not re-elected at an annual or special meeting of shareholders of the Company, his or her Share Units will be redeemed on the date of the annual or special meeting of shareholders for Shares, Cash Consideration in lieu thereof or a combination of both, as determined by the Compensation Committee in its sole discretion, provided such Share Units have vested at such time. Subject to certain restrictions, in the event that a Share Unit Participant dies, his or her Share Units will be redeemed upon the date of death for Shares, Cash Consideration in lieu thereof or a combination of both, as determined by the Compensation Committee in its sole discretion.
Change of Control						In the event that a Share Unit Participant is terminated for reasons other than cause within 12 months following a “Change of Control” (as defined in the Share Unit Plan), all Share Units held by such Share Unit Participant will be redeemed as soon as reasonably practical following such termination for Shares, Cash Consideration in lieu thereof or a combination of both, as determined by the Compensation Committee in its sole discretion; provided that in the event that any Share Units are subject to satisfaction of any performance conditions, the Compensation Committee shall consider the extent of satisfaction of such performance conditions in determining the number of Share Units to be redeemed.


Antofagasta plc	Hudbay Minerals Ltd.	Oz Minerals Ltd.
Capstone Copper Corp.	Imperial Metals Corp	South32 Limited
Copper Mountain Mining Corp.	Lundin Mining Corp.	Southern Copper Corp.
First Quantum Minerals Ltd.	MMG Ltd.	Taseko Mines Ltd.
Freeport-McMoRan Inc.	Nexa Resources SA	Teck Resources Limited


Alamos Gold Inc.	Equinox Gold Corp.	SSR Mining Inc.
Aura Minerals Inc.	Fortuna Silver Mines Inc.	Taseko Mines Ltd.
Capstone Copper Corp.	Hudbay Minerals Inc.	Torex Gold Resources Inc.
Dundee Precious Metals Inc.	OZ Minerals Ltd.
Eldorado Gold Corp.	Sandfire Resources Ltd.


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 Strang(10) CEO	2022	600,000	599,461(11)	355,555(13)	658,200	N/A	N/A	1,807	2,514,754
			299,731(12)
	2021	550,000	548,783(7)	183,267(9)	801,387	N/A	N/A	783	2,468,188
			384,013(8)
	2020	536,000	674,599(7)	Nil	961,154	N/A	N/A	690	2,172,443
Makko DeFilippo President	2022	365,000	249,771(11)	148,148(13)	260,263	N/A	N/A	306	1,148,374
			124,886(12)
	2021	345,000	224,489(7)	74,971(9)	326,747	N/A	N/A	1,961	1,130,261
			157,093(8)
	2020	340,000	245,309(7)	200,652(14)	235,068	N/A	N/A	1,362	1,022,391
Michel (Mike) Richard CGO	2022	375,000	224,791(11)	133,333(13)	308,531	N/A	N/A	8,410	1,162,461
			112,396(12)
	2021	375,000	199,535(7)	66,642(9)	409,800	N/A	N/A	2,113	1,192,730
			139,640(8)
	2020	370,000	260,644(7)	213,197(14)	383,713	N/A	N/A	1,935	1,229,489


Name	Option-Based Awards				Share-Based Awards
	Number of Securities Underlying Unexercised Options (#)(1)	Option Exercise Price (US$)(2)	Option Expiration Date	Value of Unexercised In-the-Money Options (US$)(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$)	Market or Payout Value of Vested Share-Based Awards Not Paid Out or Distributed (US$)
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 Strang	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
					17,661(12)	243,060(13)	Nil
	57,720(16)	13.45(11)	December 14, 2027	18,325	44,636(6)	614,305(7)	Nil
					22,318(12)	307,153(13)	Nil


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 Drier	2,648(8)	222,131	260,263
Anthea Bath	2,648(9)	153,835	260,263


Director (Base)			US$80,000
Lead Director			US$40,000
Audit Committee Chair			US$17,500
Compensation Committee Chair			US$15,000
Nominating and Corporate Governance Committee Chair			US$12,500
Environmental, Health, Safety and Sustainability Chair			US$12,500


Name	Fees earned (US$)(1)	Share-based awards (US$)	Option-based awards (US$)(2)	Non-equity incentive plan compensation (US$)	Pension value (US$)	All other compensation (US$)	Total (US$)
Jill Angevine(3)	16,667	69,697(4)	81,375(7)	N/A	N/A	Nil	293,228
		83,924(5)	24,886(8)
		16,678(6)
Lyle Braaten	80,000	83,924(5)	24,886(8)	N/A	N/A	Nil	188,810
Steven Busby	Nil	83,924(5)	24,886(8)	N/A	N/A	Nil	188,810
		80,000(6)
Dr. Sally Eyre	46,250	83,924(5)	24,886(8)	N/A	N/A	Nil	201,306
		46,245(6)
Robert Getz	95,000	83,924(5)	24,886(8)	N/A	N/A	Nil	203,810
Chantal Gosselin	46,250	83,924(5)	24,886(8)	N/A	N/A	Nil	201,306
		46,245(6)


Chairman of the Board (Base)			US$155,000
Lead Director (Base)			US$140,000
Other Non-Executive Directors (Base)			US$85,000
Audit Committee Chair			US$21,500
Compensation Committee Chair			US$17,000
Nominating and Corporate Governance Committee Chair			US$14,500
Environmental, Health, Safety and Sustainability Chair			US$14,500


	Stock Option Plan		Share Unit Plan		Total (Combined) Burn Rate
	Granted	Burn Rate(1)	Granted	Burn Rate(1)
December 31, 2022	449,248	0.49%	344,549(2)	0.38%	1.05%
			160,320(3)	0.18%
December 31, 2021	316,910	0.36%	289,454(2)	0.33%	0.88%
			171,106(3)	0.19%
December 31, 2020	489,295	0.57%	290,298(2)	0.34%	0.91%


At a Glance - What We Do
✓			Annual, individual director election
✓			Majority voting policy for the election of directors (in uncontested elections)
✓			80% independent directors
✓			30% female representation on the Board
✓			Separate CEO and Chairman of the Board
✓			Independent Lead Director
✓			100% independent Audit Committee
✓			100% independent Compensation Committee
✓			100% independent Environmental, Health, Safety and Sustainability Committee
✓			100% independent Nominating and Corporate Governance Committee
✓			Orientation and continuing education of directors
✓			Annual Board and committee performance evaluations
✓			Prohibit directors and management from hedging and derivative trading in our securities
✓			Significant share ownership requirements for directors and senior executives
✓			Board approved codes and policies, including the Code of Business Conduct and Ethics, Diversity Policy, Supplier Code of Conduct, Whistleblower Policy, Global Human Rights Policy, Corporate Social Responsibility Policy, Health and Safety Policy, and Environmental Policy
✓			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, management or other employees


Name of Director			Reporting Issuers (or the Equivalent)
Lyle Braaten			Lumina Gold Corp. Luminex Resources Corp.
Dr. Sally Eyre			Centamin plc Equinox Gold Corp.
Robert Getz			Haynes International, Inc. Techtronic Industries Company Limited
Chantal Gosselin			Lundin Gold Inc. Prime Mining Corp. Wheaton Precious Metals Corp.
Jill Angevine			Advantage Energy Ltd. Grey Wolf Animal Health Corp. Tourmaline Oil Corp.
John Wright			Luminex Resources Corp. SilverCrest Metals Inc.
Matthew Wubs			Westland Insurance Group Ltd. (private)


ERO COPPER CORP. Per: ___________________________ Authorized Signatory			ELIGIBLE PERSON ____________________________ Print Name: (Eligible Person)