LARGO INC.
Voting Results for the Annual and Special Meeting of Shareholders Held on June 26, 2023
To: The Canadian securities regulatory authorities
Report of Voting Results
In accordance with section 11.3 of National Instrument 51-102 - Continuous Disclosure Obligations, this report briefly describes the matters voted upon and the outcome of the votes at the annual and special meeting of shareholders (the "Meeting") of Largo Inc. (the "Corporation") held on June 26, 2023. Shareholders holding an aggregate of 44,946,497 common shares (70.19% of the outstanding common shares) were present or represented by proxy at the Meeting. The results of the voting are set out below.
Number of Directors
At the Meeting, the shareholders passed a resolution fixing the number of directors to be elected at the Meeting at six (6) directors by a majority of votes cast in person or by proxy at the Meeting. If a ballot had been taken, based on the scrutineer's report on those in attendance or voting by proxy, the voting results would have been as follows:
Outcome | Votes For | % | Votes Against | % |
Approved | 42,704,625 | 95.019 | 2,238,655 | 4.981 |
Election of Directors
At the Meeting, each of the following individuals nominated in the Corporation's management information circular dated May 19, 2023 (the "Circular") was elected as a director by a majority of votes cast in person or by proxy at the Meeting. If a ballot had been taken, based on the scrutineer's report on those in attendance or voting by proxy, the voting results would have been as follows:
| Director Nominee | Votes For | % | Votes Withheld | % |
| Alberto Arias | 38,421,260 | 91.643 | 3,503,742 | 8.357 |
| David Brace | 39,976,255 | 95.352 | 1,948,747 | 4.648 |
| Jonathan Lee | 38,440,445 | 91.689 | 3,484,557 | 8.311 |
| Daniel Tellechea | 39,958,868 | 95.310 | 1,966,134 | 4.690 |
| Helen Cai | 39,932,971 | 95.249 | 1,992,031 | 4.751 |
| Andrea Weinberg | 39,965,872 | 95.327 | 1,959,130 | 4.673 |
Appointment of Auditors
At the Meeting, the shareholders re-appointed KPMG LLP as the Corporation's auditors, to hold office until the next annual meeting of shareholders of the Corporation or until a successor is appointed, and authorized the directors to fix the auditors' remuneration, by a majority of votes cast in person or by proxy at the Meeting. If a ballot had been taken, based on the scrutineer's report on those in attendance or voting by proxy, the voting results would have been as follows:
Outcome | Votes For | % | Votes Withheld | % |
Approved | 42,987,917 | 95.649 | 1,955,361 | 4.351 |
Amended Share Compensation Plan
At the Meeting, the shareholders passed a resolution approving Corporation's amended share compensation plan, substantially in the form set out in Circular, and approved the unallocated options, rights or other entitlements thereunder until June 26, 2026. Based on the scrutineer's report on ballots cast in respect of the resolution, the voting results were as follows:
Outcome | Votes For | % | Votes Against | % |
Approved | 34,310,644 | 81.83 | 7,617,575 | 18.17 |
