Shareholder Engagement Policy


The Board of Directors (the "Board") of Nevsun Resources Ltd. ("Nevsun" or the "Company") understands that, to make informed decisions about the Company and to communicate their views, shareholders need to understand the Company's operations and performance. The Board believes engaging with shareholders increases transparency and encourages them to take an active interest in how the Company is run.


Engagement with shareholders advances the Company's governance goals of transparency and informed dialogue. The Company will, among other matters, communicate Board structure and composition from time to time including through its website and in the management information circular. The management information circular will also include Nevsun's corporate governance practices, discussion and analysis of executive and Board compensation, pay for performance philosophy, and views on proposals submitted by shareholders. The Company will post news releases, annual and quarterly financial statements and management's discussion and analysis, the annual information form, and information circulars on the Company's website in a timely manner after filing.

Management is principally responsible for shareholder communications and engagement. Senior management will communicate the Company's business operations, financial results and strategy from time to time including by way of conference calls and news releases.

Shareholders may communicate their views to management through Nevsun's Investor Relations Department by contacting:

C/o Investor Relations
Nevsun Resources Ltd.
1750 – 1066 West Hastings Street
Vancouver, British Columbia
V6E 3X1 Canada
Tel. 604-623-4712
Fax: 604-623-4701

Shareholders may provide feedback in one-on-one or group meetings, by letter, electronic communication or telephone, by voting on directors, through the annual say-on-pay advisory vote, and by voting on other matters submitted to shareholders for approval. Shareholders may put forward proposals in accordance with applicable laws and rules.

Nevsun Investor Relations addresses shareholder feedback in a timely manner as appropriate and as permitted by law. Investor Relations may also reach out to key shareholders directly.

Topics that may be discussed with shareholders include:

  • Board structure and composition
  • Board performance
  • Chief Executive Officer performance
  • Executive compensation
  • Succession planning process
  • Corporate governance practices and disclosure
  • Board oversight of accounting, auditing and internal controls
  • Long-term corporate strategy
  • Overall corporate performance


Any shareholder who wishes to request a meeting with any member of the Board, including the Chair, may deliver a sealed envelope or email addressed to the Chair and marked "Confidential" to:

C/o Corporate Secretary
Nevsun Resources Ltd.
1750 – 1066 West Hastings Street
Vancouver, British Columbia
V6E 3X1 Canada

All shareholder correspondence addressed to the Chair or a director, with the exception of solicitations for the purchase or sale of products and services and similar correspondence, will be forwarded to the Chair. For administrative purposes, correspondence to the Chair or directors may be opened and viewed by the Corporate Secretary.

A request for a meeting with the Chair or any directors should identify whether the person requesting the meeting is a shareholder (and the level of such shareholdings), include a list of who is proposed to represent or accompany, the shareholder at any requested meeting, provide an overview of the questions sought to be discussed, and describe any intention to communicate the nature and results of the meeting with others.

The Chair may in his or her discretion decline such requests, for example if the proposed topics are not appropriate, or to keep the number of such requests to a reasonable level, or to prioritize responses based on the interests of all shareholders, or if the matter is best addressed by management.


The Chief Legal Counsel may be asked to attend any meeting with the Chair or directors to ensure compliance with Nevsun's obligations respecting timely disclosure and the maintenance and assessment of disclosure controls and procedures. If the meeting involves sensitive matters, the Chair may elect to hold any meeting in the absence of any or all members of management. In such case, the directors will adopt a 'listen only' approach and the directors in attendance reserve the right to review the matters discussed with management.

In all instances, meetings pursuant to this Shareholder Engagement Policy shall be held in accordance with Nevsun's Disclosure Policy, which includes the obligation to not make selective disclosure of material information.

This Policy is consistent with Nevsun's Disclosure Policy, which covers disclosure of material non-public information, and Nevsun's Code of Conduct, which reflects a commitment to high standards of business conduct and ethics.


The Corporate Governance and Nominations Committee will periodically review this policy and recommend any changes to the Board for approval. The Corporate Governance and Nominations Committee and the Board will continue to consider emerging shareholder engagement practices among other issuers and in other jurisdictions as they develop, with a view to ensuring that this Policy continues to be representative of sound corporate governance practices.