Ero Copper : 2026 Management Information Circular

About this update from Ero Copper Corp.

NOTICE OF 2026 ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS MANAGEMENT INFORMATION CIRCULAR MAY 8, 2026 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. NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS NOTICE IS HEREBY GIVEN that the annual general and special meeting (the " Meeting ") of the shareholders of ERO COPPER CORP. (the " Company " or " Ero ") will be held: When: Monday, June 29, 2026 3:30 p.m. (Vancouver time) Where: Blake, Cassels & Graydon LLP (Pacific Boardroom) 1133 Melville Street, Suite 3500, Vancouver, B.C. The following items of business will be covered at the Meeting: receive the audited consolidated financial statements of the Company for the financial year ended December 31, 2025, and the auditor's report thereon; re-elect ten (10) directors to hold office for the ensuing year; reappoint KPMG LLP, Chartered Professional Accountants, as the auditor of the Company for the ensuing year, and authorize the directors to fix the remuneration to be paid to the auditor; authorize and approve the Company's Stock Option Plan, including amendments thereto, and the unallocated options issuable thereunder; authorize and approve the Company's Share Unit Plan, including amendments thereto, and the unallocated units issuable thereunder; authorize and approve a non-binding advisory "say on pay" resolution accepting the Company's approach to executive compensation; and transact such other business as may be properly brought before the Meeting. The accompanying management information circular (the " Circular ") provides additional information relating to the matters to be addressed at the Meeting, who can vote and how to vote. Please read it carefully before voting . If you owned common shares of Ero as of the close of business on May 4, 2026 (the record date for the Meeting), you are entitled to receive notice of and vote at the Meeting or at any adjournment or postponement thereof. Registered shareholders of Ero are entitled to vote at the Meeting either in person or by proxy. Registered Shareholders who are unable to attend the Meeting in person are encouraged to read, complete, sign, date and return the enclosed proxy form in accordance with the instructions set out in the proxy form and in the Circular. In order to be valid for use at the Meeting, proxies must be received by Computershare Investor Services Inc. (" Computershare "), Proxy Dept., 320 Bay Street, 14th Floor, Toronto, Ontario, M5H 4A6 in the envelope provided for that purpose, or vote using the telephone or internet based on instructions provided in the enclosed proxy form no later than 3:30 p.m. (Vancouver time) on June 25, 2026 , or in the case of any adjournment or postponement of the Meeting, at least 48 hours (excluding Saturdays, Sundays and holidays), before the Meeting is reconvened. Please advise the Company of any change in your mailing address. The time limit for deposit of proxies may be waived or extended by the Chairman of the Meeting at his or her discretion, without notice. Important Notice Regarding Notice and Access If you are a non-registered shareholder of Ero, you have received these materials, along with a voting instruction form (" VIF "), through your securities broker, custodian, nominee, fiduciary, or other intermediary holding your common shares on your behalf in accordance with applicable requirements of securities regulators. Please follow the voting instructions that you receive from your intermediary. Your intermediary is responsible for properly executing your voting instructions. Please refer to the section in the Circular entitled " Solicitation of Proxies and Voting Instructions " for additional information on how to vote your common shares. We are using the "notice and access" model to deliver the Circular and any other proxy-related materials (collectively, the " Proxy Materials ") to shareholders by providing electronic access to such materials instead of mailing paper copies. Notice and access is an environmentally friendly and cost-effective way to distribute these materials since it reduces printing and mailing costs. The Proxy Materials are available on the Company's website at https://www.ero.com/investors/ reports-and-filings/ and under the Company's profile on SEDAR+ at https://www.sedarplus.ca/home and EDGAR at https://www.sec.gov . Please review the Circular before voting. Any shareholder may request paper copies of the Proxy Materials be mailed to them at no cost. Requests for paper copies prior to the Meeting can be made using your Control Number as it appears on your form of proxy or VIF and calling the following toll free number: 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) Requests for paper copies on or after the Meeting can be made by calling the Company's transfer agent, Computershare, at 1-800-564-6253 (toll free) or 1-514-982-7555 (toll free). Paper copies of the Proxy Materials will be sent to you within three business days of receiving your request if received in advance of the Meeting or within ten calendar days if a request is received on or after the date of the Meeting and within one year of the date the Proxy Materials were filed on SEDAR+. If you wish to receive a paper copy of any of these materials before the June 25, 2026 proxy voting deadline noted above, please contact Computershare by no later than 5 p.m. (Vancouver time) on June 15, 2026. Should you have any questions about notice and access, please call Computershare at 1-866-964-0492 (toll free). DATED at Vancouver, British Columbia, this 8 th day of May, 2026. BY ORDER OF THE BOARD OF DIRECTORS /s/ David Strang David Strang Executive Chairman MESSAGE FROM THE PRESIDENT AND CHIEF EXECUTIVE OFFICER Dear Fellow Shareholders, 2025 marked an important year of leadership, alignment, and foundation-building at Ero. I had the privilege of assuming the role of President and Chief Executive Officer on January 1, 2025, and our focus was clear: strengthen our commitment to health and safety, advance critical initiatives across our portfolio through disciplined execution, and position the Company for sustainable, long-term success. Protecting people is personal to me, and it remains one of the most important measures of our success. A central priority in 2025 was the continued transformation of our health and safety culture and systems. While this work was initiated in late 2024, 2025 represented a year of meaningful progress as we embedded new structures, processes, and behaviors across the organization. This effort required commitment at every level of the Company, and I am proud of the ownership our teams demonstrated in strengthening our safety culture and performance. In parallel, we undertook a deliberate effort to evolve our leadership and organizational capabilities. During the year, we enhanced our broader leadership team and made targeted investments in the people and systems required to support a growing and increasingly complex operating portfolio. These actions were foundational in nature - designed to improve decision-making, accountability, and scalability - and reflect our belief that strong, resilient organizations are built intentionally and from within. With this foundation taking shape, our teams continued to advance key operational and growth initiatives across the portfolio. 2025 delivered record consolidated copper production, meaningful progress at Tucumã following the declaration of commercial production, and important steps forward at Caraíba, Xavantina, and Furnas. While execution across a diverse portfolio is rarely linear, the work completed during the year meaningfully strengthened Ero's platform for future performance and continued growth. A Year of Progress In many respects, 2025 unfolded as a year of two halves for Ero. The first half of the year was defined by focused investment in people, systems, and operating discipline, as well as continued work to stabilize and advance our operations following several setbacks that brought the need for significant growth and change. These efforts required patience, but they were essential to building a stronger, more resilient operating platform. As the year progressed, the benefits of this work became increasingly evident. In the second half of 2025, our operations delivered materially higher copper and gold production, supported by improving stability at Tucumã, stronger mining and processing performance at Caraíba, and, at Xavantina, the transition to mechanized mining alongside the commencement of gold concentrate sales. This momentum culminated in record consolidated copper production for the year and demonstrated the underlying capability of our asset base when matched with disciplined execution. The contrast between the first and second halves of the year reinforced an important lesson: sustainable operating performance is the result of deliberate preparation and consistent execution over time. While the path was less linear than we had anticipated, the progress achieved in the second half of 2025 gives me confidence in the direction we are heading and the strength of the foundations we are building. Advancing Our Operations At Tucumã, our efforts in 2025 centered on building operating strength and stability as we progressed through the declaration of commercial production and continued to ramp up to steady-state operations. The team focused on improved stability across processing and maintenance activities, resulting in copper production increasing sequentially through the year. The work completed in 2025 was essential to establishing the operating foundation and principles needed to support continued improvement in the months and quarters ahead. At Xavantina, we made a deliberate decision to prioritize safety and long-term productivity through the transition to mechanized mining. This shift required significant change across the operation and temporarily impacted production as we made these foundational investments. In parallel, our teams advanced a value-creation initiative that enabled the sale of gold concentrates late in the year, demonstrating both adaptability and a clear focus on maximizing value while the operation evolves toward its next phase. At Caraíba, our focus was on improving flexibility and reliability. Higher development rates at Pilar and the successful completion of a multi-quarter mill debottlenecking program improved mining and processing capability of the operation and supported record mill throughput rates -part of our operational resilience framework. At the same time, continued investment in the Pilar shaft remains central to positioning the operation for its next phase of growth and margin improvement beginning in 2027. Positioned for the Future Beyond our operating assets, we continued to advance our longer-term growth pipeline in 2025. At Furnas, extensive drilling completed during the year expanded our understanding of the scale and quality of the system and laid the groundwork for the next phase of technical and economic evaluation. In February 2026, we published an inaugural preliminary economic assessment, and we expect to continue advancing the project through the remainder of the year with ongoing exploration and technical programs that will support future engineering studies. The progress we are making across our portfolio is occurring at a time of exceptional strength in the copper and gold markets and increasing global focus on securing access to critical minerals. As governments and industries work to support electrification, decarbonization, the rapid growth in artificial intelligence technologies and computing, and more resilient supply chains, the importance of responsible mineral production has never been clearer. With a diversified portfolio of high-quality assets in Brazil and a growing pipeline of organic growth opportunities, Ero is well positioned to contribute meaningfully to this demand. Looking Ahead Reflecting on 2025, I am proud of the progress our teams made, particularly in strengthening safety, advancing foundational capabilities, and building momentum across the portfolio. While challenges remain, we entered 2026 with greater clarity, stronger alignment, and a more resilient operating platform. Our priorities are clear: protect our people, execute with discipline, and continue investing responsibly to deliver long-term value for all stakeholders. I am confident in our direction, grateful for the dedication of our employees, and appreciative of the trust and support of our shareholders. Vamos em Frente, /s/ Makko DeFilippo Makko DeFilippo President and Chief Executive Officer May 8, 2026 MANAGEMENT INFORMATION CIRCULAR ABOUT THIS MANAGEMENT INFORMATION CIRCULAR This Circular is furnished in connection with the solicitation of proxies by the management of Ero for use at the Meeting to be held at 3:30 p.m. (Vancouver time) on Monday, June 29, 2026 and at any adjournments or postponement thereof for the purposes set forth in the accompanying Notice of Annual General and Special Meeting of Shareholders. In this Circular, " we ", " us ", " our ", " Ero ", " Ero Copper " and the "Company" means Ero Copper Corp. " You ", " your " and " shareholder " means holders of Shares of Ero as of the May 4, 2026 record date. Your vote is important. You can vote by completing the proxy form included with this package or by attending the Meeting in person. Management's solicitation of proxies will be conducted by mail and may be supplemented by telephone or other personal contact to be made by our directors, officers and employees, without special compensation. All costs of the solicitation for the Meeting will be borne by the Company. Unless otherwise specified, the information contained in this Circular is current as of May 8, 2026. In this Circular, unless otherwise indicated, all dollar amounts represented by "$" are references to Canadian dollars and all dollar amounts represented by "US$" are references to United States dollars. NOTICE AND ACCESS Ero has elected to deliver the Proxy Materials, including the Circular, using the notice and access provisions, which govern the delivery of proxy-related materials to shareholders via the internet. The notice and access provisions are found in section 9.1.1 of National Instrument 51-102 - Continuous Disclosure Obligations (" NI 51-102 "), for delivery to registered shareholders, and in section 2.7.1 of National Instrument 54-101 - Communication with Beneficial Owners of Securities of a Reporting Issuer (" NI 54-101 "), for delivery to non-registered (beneficial) shareholders (collectively, the " Notice and Access Provisions "). The Notice and Access Provisions allow the Company to choose to deliver the Proxy Materials to shareholders by posting them on a non-SEDAR+ website (usually the reporting issuer's website or the website of their transfer agent), provided that the conditions of NI 51-102 and NI 54-101 are met, rather than by printing and mailing the Proxy Materials. The Notice and Access Provisions can be used to deliver materials for both general and special meetings. Shareholders are entitled to request a paper copy of the Proxy Materials, and more particularly, the Circular, be mailed to them at the Company's expense. Under the Notice and Access Provisions, the Company must send to each shareholder a notice of meeting (the " N&A Notice ") and the applicable voting document, being a form of proxy in the case of registered shareholders, or a VIF in the case of non-registered (beneficial) shareholders (collectively, the " notice package "). On or about May 20, 2026, the Company will send to holders of Ero common shares of record as of the close of business on May 4, 2026 (the record date for the Meeting) a notice package containing the N&A Notice and the applicable voting document. The N&A Notice will contain basic information about the Meeting and the matters to be voted on, instructions on how to access the Proxy Materials, including the Circular electronically, an explanation of the notice and access process and details of how to obtain a paper copy of the Proxy Materials upon request at no cost. The Proxy Materials are available on the Company's website at https://www.ero.com/investors/ reports-and-filings/ and under the Company's profile on SEDAR+ at https://www.sedarplus.ca/home and EDGAR at https://www.sec.gov . Please review the Circular before voting. Any shareholder may request paper copies of the Proxy Materials be mailed to them at no cost. Requests for paper copies prior to the Meeting can be made using your Control Number as it appears on your form of proxy or VIF and calling the following toll free number: 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) Requests for paper copies on or after the Meeting can be made by calling the Company's transfer agent, Computershare, at 1-800-564-6253 (toll free) or 1-514-982-7555 (toll free). Paper copies of the Proxy Materials will be sent to you within three business days of receiving your request if received in advance of the Meeting or within ten calendar days if a request is received on or after the date of the Meeting and within one year of the date the Proxy Materials were filed on SEDAR+. If you wish to receive a paper copy of any of these materials before the June 25, 2026 proxy voting deadline noted in the accompanying Notice of Annual General and Special Meeting of Shareholders and below, please contact Computershare by no later than 5 p.m. (Vancouver time) on June 15, 2026 . Ero will not rely upon the use of "stratification". Stratification occurs when a reporting issuer, using the Notice and Access Provisions, provides a paper copy of its information circular to some shareholders together with the N&A Notice to be provided to shareholders as described above. In relation to the Meeting, all shareholders will receive the required documentation under the Notice and Access Provisions, and will not receive a paper copy of the Circular unless they expressly request a copy. Should you have any questions about notice and access, please call Computershare toll-free at 1-866-964-0492. SOLICITATION OF PROXIES AND VOTING INSTRUCTIONS Who Can Vote Each holder of common shares of the Company (the " Shares ") is entitled to one vote for each Share registered in his, her or its name held at the close of business on May 4, 2026, the date fixed by the board of directors of the Company (the " Board ") as the record date for determining who is entitled to receive notice of and to vote at the Meeting. The voting process is different depending on whether you are a registered or non-registered shareholder. Registered shareholders You are a registered shareholder if your name appears on your share certificate or appears as the registered shareholder in the records of our transfer agent, Computershare Investor Services Inc. (" Computershare "). Non-registered (beneficial) shareholder You are a non-registered (beneficial) shareholder if your Shares are not registered in your name, but are instead registered in the name of either: an intermediary that you deal with in respect of your Shares, such as, among others, your brokerage firm, bank, trust company, securities dealer or broker, or trustee or administrator of a self-administered RRSP, RRIF, RESP, RDSPs, TFSAs or similar plans (your nominee ); or a clearing agency (such as, among others, CDS & Co.) that acts on behalf of your nominee. Please be sure to follow the appropriate voting procedure set out below. How to Vote Registered Shareholders You can vote by proxy or in person at the Meeting. Voting by proxy Voting by proxy is the easiest way to vote because you can appoint any person or company to be your proxyholder to attend the Meeting and vote your Shares according to your instructions. This proxyholder does not need to be a shareholder. The executive officers of the Company named in the proxy form (the " Ero proxyholders ") can act as your proxyholder and vote your Shares according to your instructions. If you appoint the Ero proxyholders and do not indicate your voting instructions, they will vote your Shares: for the re-election of the nominated directors listed in the proxy form and in this Circular; for the reappointment of KPMG LLP, Chartered Professional Accountants, of Vancouver, British Columbia (" KPMG ") as the independent auditor of the Company, at a remuneration to be set by the Board; for the authorization and approval of the Company's Stock Option Plan, including amendments thereto, and the unallocated options issuable thereunder; for the authorization and approval of the Company's Share Unit Plan, including amendments thereto, and the unallocated units issuable thereunder; and for the authorization and approval of a non-binding advisory "say on pay" resolution accepting the Company's approach to executive compensation. This is consistent with the voting recommendations of the Board and management of Ero. If there are other items of business that properly come before the Meeting, or amendments or variations to the items of business set out in the Notice of Annual General and Special Meeting of Shareholders, the Ero proxyholders will vote according to management's recommendations. You have the right to appoint as proxyholder a person or company other than the Ero proxyholders to attend and act on your behalf at the Meeting. You can do so by inserting the name of the person or company in the blank space provided in the enclosed proxy form or by completing another form of proxy. By completing and returning the proxy, you are authorizing your proxyholder to vote your Shares or withhold your vote in accordance with your instructions on any ballot that may be called for at the Meeting and if you specify a choice on a matter, your Shares will be voted accordingly. If there are other items of business that properly come before the Meeting, or amendments or variations to the items of business, your proxyholder has the discretion to vote your Shares as he or she sees fit. If you appoint someone other than the Ero proxyholders to be your proxyholder, he or she must attend and vote at the Meeting for your vote to be counted. You can mail your completed proxy form to Computershare, Proxy Dept., 320 Bay Street, 14th Floor, Toronto, Ontario, M5H 4A6 in the envelope provided for that purpose, or you can vote using the telephone or internet based on instructions provided in the enclosed proxy form. To be effective, Computershare must receive your completed proxy form by no later than 3:30 p.m. (Vancouver time) on June 25, 2026 . If the Meeting is adjourned or postponed, Computershare must receive your completed proxy form at least 48 hours (excluding Saturdays, Sundays and holidays) before the Meeting is reconvened. The time limit for deposit of proxies may be waived or extended by the Chairman of the Meeting at his or her discretion, without notice. Questions? Call Computershare at 1-800-564-6253 (outside North America 514-982-7555). Voting in person If you want to attend the Meeting and vote in person, do not return the proxy form. Simply register with a representative of Computershare when you arrive at the Meeting. Non-Registered (Beneficial) Shareholders You can also vote by proxy or in person at the Meeting. Voting by proxy There are two types of non-registered (beneficial) shareholders: a non-objecting beneficial owner (" NOBO ") who does not object to us knowing their identity; and an objecting beneficial owner (" OBO ") who does not want us to know their identity. In accordance with the requirements of NI 54-101, we have elected to deliver the proxy-related materials, including a VIF (collectively, the " Meeting Materials ") indirectly through intermediaries for onward distribution to the NOBOs and the OBOs (unless such shareholder has waived the right to receive such materials). We do not intend to pay for the distribution of the Meeting Materials by intermediaries and clearing agencies to OBOs, and OBOs will not receive the materials unless the OBOs' intermediaries and clearing agencies assume the cost of delivery. Intermediaries often use a service company (such as Broadridge Investor Communication Solutions, Inc.) to deliver the Meeting Materials. Securities regulatory policies require intermediaries that you deal with in respect of your Shares (such as, among others, your brokerage firm, bank, trust company, securities dealer or broker, or trustee or administrator of a self-administered RRSP, RRIF, RESP, RDSPs, TFSAs or similar plans (your nominee )) to seek voting instructions from non-registered (beneficial) shareholders in advance of shareholder meetings. Generally, non-registered (beneficial) shareholders who have not waived the right to receive the Meeting Materials will be given a VIF which must be completed and signed by the non-registered shareholder in accordance with the directions on the VIF. Each intermediary has its own mailing procedures and provides its own return instructions to clients, which should be carefully followed by non-registered (beneficial) shareholders to ensure that their Shares are voted at the Meeting. Often the form of proxy or VIF supplied to a non-registered (beneficial) shareholder by its intermediary is identical to the form of proxy provided by the Company to registered shareholders. However, its purpose is limited to instructing the registered shareholder (i.e., the intermediary) on how to vote on behalf of the non-registered (beneficial) shareholder. A non-registered (beneficial) shareholder who receives a VIF or form of proxy cannot use that form to vote Shares directly at the Meeting. The VIF or form of proxy must be returned following the instructions set out on the form well in advance of the Meeting to have the Shares voted at the Meeting on your behalf. The purpose of these procedures is to permit non-registered shareholders to direct the voting of the Shares they beneficially own. Accordingly, each non-registered (beneficial) shareholder should carefully review the VIF or form of proxy and voting procedures that your intermediary has furnished with this Circular, and provide instructions as to the voting of your Shares to the appropriate persons, in accordance with those voting procedures. Voting in person If you want to attend the Meeting or appoint a person other than the Ero proxyholder to attend the Meeting on your behalf and vote, you must take the following steps: Submit your Instrument of Proxy or VIF : Follow the instructions provided on the VIF and/or by your intermediary and submit the VIF. You cannot use a VIF to vote during the Meeting. Submit your Legal Proxy: You must request a legal proxy form from your intermediary, granting you or your proxyholder, as the case may be, the right to attend the Meeting and vote during the Meeting, and return the legal proxy to Computershare by email at [email protected] by no later than 3:30 p.m. (Vancouver time) on June 25, 2026, or in the case of any adjournment or postponement of the Meeting, at least 48 hours (excluding Saturdays, Sundays and holidays) before the Meeting is reconvened. When you arrive at the Meeting, you or your proxyholder, as the case may be, must register with a representative of Computershare. Changing your Vote Registered Shareholders You can revoke your proxy by sending a new completed proxy form with a later date, or a written notice signed by you or by your personal representative, if he or she has your written authorization. If you represent a registered shareholder that is a corporation, your written notice must have the seal of the corporation, if applicable, and must be executed by an officer or an attorney who has their written authorization. The written authorization must accompany the revocation notice. The new completed proxy form or written revocation notice must be received at our head office at Suite 1050, 625 Howe Street, Vancouver, British Columbia, V6C 2T6 at any time up to and including the last business day before the day of the Meeting, or in the case of any adjournment or postponement of the Meeting, the last business day before the Meeting is reconvened, or with the Chairman of the Meeting on the day of, and prior to the start of, the Meeting or any adjournment or postponement thereof. You can also revoke your proxy in any other manner permitted by law. Non-Registered (Beneficial) Shareholders Follow the instructions provided on the VIF and/or by your intermediary to revoke your proxy. Shareholder Questions Shareholders who have questions or need assistance should contact: Deepk Hundal, Executive 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: [email protected] Computershare, (the Company's transfer agent) Mail: 320 Bay Street, 14th Floor, Toronto, Ontario, M5H 4A6 Phone: 1-800-564-6253 (toll-free in Canada and the United States) or 514-982-7555 (from outside Canada and the United States) E-mail: [email protected] Votes Necessary to Pass Resolutions A simple majority of affirmative votes cast at the Meeting is required to pass each of the resolutions described in this Circular. If there are more nominees for election as directors or appointment of the Company's auditor than there are vacancies to fill, the nominees receiving the greatest number of votes will be elected or appointed, as the case may be, until all such vacancies have been filled. If the number of nominees for election or appointment is equal to the number of vacancies to be filled, all such nominees will be declared elected or appointed by acclamation. INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON Other than as disclosed elsewhere in this Circular, none of the directors or executive officers of the Company, no proposed nominee for election as a director of the Company, none of the persons who have been directors or executive officers of the Company since the commencement of the Company's most recently completed financial year and no associate or affiliate of any of the foregoing persons has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon at the Meeting other than the election of directors. PARTICULARS OF MATTERS TO BE ACTED UPON We will cover the following items of business at the Meeting: Financial Statements The audited consolidated financial statements and management's discussion and analysis ("MD&A") of the Company for the financial year ended December 31, 2025 are available on our website at https://www.ero.com or under our profile on SEDAR+ at https://www.sedarplus.ca/home and on EDGAR at https://www.sec.gov . The audited consolidated financial statements of the Company for financial year ended December 31, 2025, and the auditor's report thereon, will be placed before the shareholders at the Meeting. No shareholder vote is required for this item. Election of Directors The Board currently consists of ten directors, being David Strang (Executive Chairman), Makko DeFilippo (President and Chief Executive Officer (" CEO "), Jill Angevine, Lyle Braaten, Steven Busby, Dr. Sally Eyre, Robert Getz, Chantal Gosselin, Faheem Tejani and John Wright. Each director has been nominated for re-election at the Meeting based on the diversity of skills and experience that the Board believes is necessary to effectively fulfill its duties and responsibilities. Majority Voting Policy The Company has adopted a majority voting policy (the " Majority Voting Policy "). See " Corporate Governance Practices - The Board - Majority Voting Policy " below. Nominees for Election as Directors Each current director's term of office will expire immediately prior to the Meeting. Persons named below will be presented for re-election at the Meeting as management's nominees (the " Nominees "): David Strang; Makko DeFilippo; Jill Angevine; Lyle Braaten; Steven Busby; Dr. Sally Eyre; Robert Getz; Chantal Gosselin; Faheem Tejani; and John Wright. In the absence of instructions to the contrary, the person(s) designated by management of the Company in the enclosed form of proxy intend to vote FOR the re-election of the Nominees. We do not contemplate that any of the Nominees will be unable to serve as a director. If that should occur for any reason prior to the Meeting, it is intended that discretionary authority shall be exercised by the persons named in the accompanying proxy to vote for the election of any other person or persons, unless you specify that your Shares are to be withheld from voting on the election of directors. Each director elected at the Meeting will hold office until the next annual meeting of shareholders or until their successor is elected or appointed, unless their office is earlier vacated in accordance with the Articles of the Company or the provision of the Business Corporations Act (British Columbia) (the " BCBCA "). Set out below is the name of each Nominee, their province or state and country of residence, their current position(s) and office(s) held with the Company, their principal occupation(s) during the preceding five years, the date they became a director of the Company, and the number of Shares they beneficially own, or control or direct, directly or indirectly, as at the date of this Circular. David Strang, Executive Chairman Age: 57 British Columbia, Canada Director since May 16, 2016 Non-Independent Areas of Experience Capital Markets and Finance Communication and Media Relations Corporate Social Responsibility Exploration and Geology Governance Human Resources and Compensation International Business Mining Operations Project Management and Technical Services Risk Management Strategic Planning and M&A Mr. Strang co-founded Ero on May 16, 2016. Mr. Strang has served as Executive Chairman of the Board since January 1, 2025. Prior to this, Mr. Strang served as the Chief Executive Officer from May 16, 2016 until December 31, 2024 and the President of the Company from May 16, 2016 until January 4, 2020. Before Ero, Mr. Strang served as a director, President and Chief Executive Officer of Lumina Copper Corp. from August 2008 until its sale to First Quantum Minerals Limited in August 2014. Mr. Strang also served as a director, President and Chief Executive Officer of Lumina Royalty Corp. (acquired by Franco Nevada Corporation in 2011), Global Copper Corp. (acquired by Teck Resources in 2008), and Lumina Resources Corp. (acquired by Western Copper Corp. in 2006). Prior to this, Mr. Strang served as President of Regalito Copper Corp. (acquired by Pan Pacific in 2006), and Vice President, Corporate Development of Northern Peru Copper Corp. (sold to China Minmetals and Jiangxi Copper in 2008) and the original Lumina Copper Corp. Mr. Strang has over 30 years of corporate finance experience, particularly in the areas of corporate and asset valuation, and has over 17 years of experience as an officer and director. Mr. Strang holds a Bachelor of Science in Applied Earth Sciences from Stanford University. Share Ownership as at May 8, 2026 Voting Results Shares Target Requirement (2) Meets Requirement 1,133,653 (1) US$1,920,000 Yes 2025 For: 98.25% 2024 For: 99.98% 2023 For: 99.82% Attendance Ero Board & Committee Membership 2025 Meeting Other Directorships with Reporting Issuers Board of Directors only 6 of 6 100% None Notes: (1) Mr. Strang also holds 270,560 stock options (" Options ") to purchase Shares issued pursuant to the Amended and Restated Stock Option Plan of the Company, effective May 7, 2020 and as amended on April 26, 2023 (the " Stock Option Plan "), 133,444 performance share units (" PSUs ") and 38,076 restricted share units (" RSUs ") issued pursuant to the Amended and Restated Share Unit Plan of the Company, effective May 7, 2020 and as amended on April 26, 2023 (the " Share Unit Plan "), entitling him to acquire in the aggregate an additional 442,080 Shares, assuming that 100% of the PSUs vest. The actual number of PSUs that will vest may range from 0% to 200% of the number granted, subject to the satisfaction of certain performance conditions. Pursuant to the Share Unit Plan, the Company has the right to redeem PSUs and RSUs on the applicable vesting date in cash, shares or a combination of both. Please see " Compensation Committee Decisions Relating to 2025 Compensation - Options and Share Based Awards " below for further details. (2) Pursuant to the Share Ownership Policy adopted by the Board, Mr. Strang, as the Executive Chairman of the Company, is required to beneficially own, control or direct, directly or indirectly, at least three times his annual base salary of US$640,000 in Shares and/or RSUs. Please see "Share Ownership Policy" below for further details. Makko DeFilippo, President and Chief Executive Officer Age: 39 British Columbia, Canada Director since January 1, 2025 Non-Independent Areas of Experience Capital Markets and Finance Communication and Media Relations Corporate Social Responsibility Exploration and Geology Governance Health, Safety and Environmental (including Climate) Human Resources and Compensation Information Technology and Security International Business Mining Operations Project Management and Technical Services Risk Management Strategic Planning and M&A Mr. DeFilippo has served as the President and Chief Executive Officer and as a director of the Company since January 1, 2025. Mr. DeFilippo joined the Company in January 2017 as Vice President, Corporate Development. On January 4, 2021, he was promoted to President of the Company and thereafter to President and Chief Operating Officer of the Company on May 8, 2023. Since joining Ero, Mr. DeFilippo has been instrumental in advancing key strategic and operational initiatives that have shaped the Company's growth, including in the Company's initial public offering in October 2017 as well as the transformation of the Xavantina Operations from a non-core asset into a high-margin, core asset of the business. He also led the successful negotiation and completion of the US$110 million streaming transaction with Royal Gold Inc. and was integral in establishing a strategic partnership with Vale Base Metals on the Furnas Copper-Gold Project. Most recently, in his capacity as President and Chief Operating Officer, Mr. DeFilippo oversaw the construction of the Tucumã Operation, which was successfully completed on schedule in 2024. Prior to joining Ero, Mr. DeFilippo held roles in engineering, metallurgical research, mining private equity, and management consulting where he advised both mining companies and private equity clients on mergers and acquisitions, divestitures, and debt restructuring initiatives. Mr. DeFilippo holds a M.Sc. in Metallurgical Engineering from the Colorado School of Mines and a B.Sc. in Geological Engineering from the University of Arizona. Share Ownership as at May 8, 2026 Voting Results Shares 111,627 (1) 2025 For: 99.06% Target Requirement (2) US$2,250,000 2024 N/A Meets Requirement Yes 2023 N/A Attendance Ero Board & Committee Membership 2025 Meeting Other Directorships with Reporting Issuers Board of Directors only 6 of 6 100% None Notes: (1) Mr. DeFilippo also holds 184,513 Options to purchase Shares issued pursuant to the Stock Option Plan, 108,548 PSUs and 45,626 RSUs issued pursuant to the Share Unit Plan, entitling him to acquire in the aggregate an additional 338,687 Shares, assuming that 100% of the PSUs vest. The actual number of PSUs that will vest may range from 0% to 200% of the number granted, subject to the satisfaction of certain performance conditions. Pursuant to the Share Unit Plan, the Company has the right to redeem PSUs and RSUs on the applicable vesting date in cash, shares or a combination of both. Please see " Compensation Committee Decisions Relating to 2025 Compensation - Options and Share Based Awards " below for further details. (2) Pursuant to the Share Ownership Policy adopted by the Board, Mr. DeFilippo, as the President and CEO of the Company, is required to beneficially own, control or direct, directly or indirectly, at least three times his annual base salary of US$750,000 in Shares and/or RSUs within five years of his appointment to the position of President and CEO. Please see "Share Ownership Policy" below for further details. Jill Angevine Age: 58 Alberta, Canada Director since Aug. 1, 2022 Independent Areas of Experience Accounting and Tax Capital Markets and Finance Corporate Social Responsibility Governance Health, Safety, Environment (including Climate) Human Resources and Compensation Risk Management Strategic Planning and M&A Ms. Angevine is a finance professional with more than 25 years of experience in the investment management industry including portfolio management, capital markets and equity research. She currently serves as President and Chief Executive Officer of Brownstone Asset Management, a private investment management firm, and holds non-executive directorships at Advantage Energy Ltd., Grey Wolf Animal Health Corp. and Tourmaline Oil Corp. Ms. Angevine holds a Bachelor of Commerce degree from the University of Calgary and has earned the Chartered Professional Accountant (CPA, CA), the Chartered Financial Analyst (CFA), and the Institute of Corporate Directors (ICD.D) designations. Share Ownership as at May 8, 2026 Voting Results Shares 25,000 (1) 2025 For: 97.86% DSUs (2) 40,823 Target Requirement (3) US$255,000 2024 For: 99.57% Meets Requirement Yes 2023 For: 98.51% Attendance Ero Board & Committee Membership 2025 Meeting Other Directorships with Reporting Issuers Board of Directors 6 of 6 100% Advantage Energy Ltd. Audit Committee (Chair) 4 of 4 100% Tourmaline Oil Corp. Environmental, Health, Safety and Sustainability Committee 4 of 4 100% Notes: Grey Wolf Animal Health Corp. (1) Ms. Angevine also holds 14,892 Options, entitling her to acquire an additional 14,892 Shares. (2) Pursuant to the terms of the Deferred Share Unit Plan of the Company (the " DSU Plan "), Deferred Share Units (" DSUs ") may only be settled in cash upon Ms. Angevine's death, retirement or removal from the Board. Please see " Director Compensation - Deferred Share Unit Plan " below for further details. (3) Pursuant to the Share Ownership Policy adopted by the Board, Ms. Angevine, as a non-executive director of the Company, is required to beneficially own, control or direct, directly or indirectly, at least three times her annual director retainer of US$85,000 in Shares, RSUs and/or DSUs within five years of her appointment. Please see " Director Compensation - Share Ownership Policy " below for further details. Lyle Braaten Age: 62 British Columbia, Canada Director since July 27, 2016 Independent Areas of Experience Capital Markets and Finance Corporate Social Responsibility Governance International Business Legal and Regulatory Risk Management Strategic Planning and M&A Mr. Braaten is the CEO of Ex Gold Corp., a private company involved in mineral exploration in Brazil and the Senior Vice-President, Legal of Lumina Metals Corp., a public company involved in mineral exploration in Poland. Mr. Braaten has been involved in mining and exploration since 2008 when he joined the Lumina Group and assisted in the creation of Magma Energy Corp., a renewable energy company focused on international geothermal energy development which was acquired by Innergex Renewable Energy for $1.1B. Mr. Braaten is a a director of Lumina Metals Corp. and a former director of Lumina Gold Corp., Luminex Resources Corp., Anfield Gold Corp. and Lumina Royalty Corp. Mr. Braaten received a law degree from the University of British Columbia and a Bachelor of Science from the University of Calgary. Mr. Braaten is a member of the Law Societies of British Columbia and the Yukon. Share Ownership as at May 8, 2026 Voting Results Shares 260,000 (1) 2025 For: 96.85% DSUs (2) 35,986 Target Requirement (3) US$255,000 2024 For: 99.76% Meets Requirement Yes 2023 For: 95.91% Ero Board & Committee Membership 2025 Meeting Other Directorships with Reporting Issuers Attendance Board of Directors 6 of 6 100% Lumina Metals Corp. Audit Committee 4 of 4 100% Nominating and Corp. Governance Committee 2 of 2 100% Notes: (1) Mr. Braaten also holds 19,029 Options, entitling him to acquire an additional 19,029 Shares. (2) Pursuant to the terms of the DSU Plan, DSUs may only be settled in cash within a prescribed period after Mr. Braaten's death, retirement or removal from the Board. Please see " Director Compensation - Deferred Share Unit Plan " below for further details. (3) Pursuant to the Share Ownership Policy adopted by the Board, Mr. Braaten, as a non-executive director of the Company, is required to beneficially own, control or direct, directly or indirectly, at least three times his annual director retainer of US$85,000 in Shares, RSUs and/or DSUs. Please see " Director Compensation - Share Ownership Policy " below for further details. Steven Busby Age: 66 British Columbia, Canada Director since July 27, 2016 Independent Areas of Experience Corporate Social Responsibility Exploration and Metallurgy Governance Government Relations Health, Safety, Environment (including Climate) Human Resources and Compensation International Business Legal and Regulatory Mining Operations Project Management and Technical Services Risk Management Strategic Planning and M&A Mr. Busby is the Special Advisor to the Chief Executive Officer of Pan American Silver Corp., where he previously served as Chief Operating Officer for over 17 years. He has over 40 years of experience in the precious metals mining business, where he has participated in successful mine development, construction and operations in both North and South America, Africa and Asia. Mr. Busby has previously held positions in a privately-owned consulting firm, Coeur d'Alene Mines Corp., Amax Gold Inc., Meridian/FMC Gold Company, and Nerco Minerals Company. Mr. Busby holds a Bachelor of Science degree in Mineral Processing Engineering and is a member of the Montana Tech Metallurgical Engineering Department Advisory Board. Share Ownership as at May 8, 2026 Voting Results Shares 293,600 (1) 2025 For: 96.38% DSUs (2) 69,346 Target Requirement (3) US$255,000 2024 For: 99.27% Meets Requirement Yes 2023 For: 98.54% Ero Board & Committee Membership 2025 Meeting Other Directorships with Reporting Issuers Attendance Board of Directors 6 of 6 100% None Environmental, Health, Safety and Sustainability Committee 4 of 4 100% Nominating and Corp. Governance Committee 2 of 2 100% Notes: (1) Mr. Busby also holds 19,029 Options, entitling him to acquire an additional 19,029 Shares. (2) Pursuant to the terms of the DSU Plan, DSUs may only be settled in cash within a prescribed period after Mr. Busby's death, retirement or removal from the Board. Please see " Director Compensation - Deferred Share Unit Plan " below for further details. (3) Pursuant to the Share Ownership Policy adopted by the Board, Mr. Busby, as a non-executive director of the Company, is required to beneficially own, control or direct, directly or indirectly, at least three times his annual director retainer of US$85,000 in Shares, RSUs and/or DSUs. Please see " Director Compensation - Share Ownership Policy " below for further details. Dr. Sally Eyre Age: 54 British Columbia, Canada Director since Aug. 12, 2019 Independent Areas of Experience Capital Markets and Finance Communication and Media Relations Corporate Social Responsibility Exploration and Geology Governance Health, Safety, Environment (including Climate) Human Resources and Compensation International Business Legal and Regulatory Mining Operations Project Management and Technical Services Risk Management Strategic Planning and M&A Dr. Eyre is a mining finance professional with extensive experience in global resource capital markets and mining operations. Dr. Eyre is also a director of Eldorado Gold Corp. She previously served as a non-executive director of Equinox Gold Corporation from 2020 to 2025, of Centamin plc from 2019 to 2024, and of Adventus Mining Corporation from 2016 to 2022. During 2011 to 2014 she served as President and Chief Executive Officer of Copper North Mining and, prior thereto, served as Senior Vice President, Operations at Endeavour Mining, responsible for a portfolio of resource exploration, development and production projects throughout West Africa. Dr. Eyre served as President and Chief Executive Officer of Etruscan Resources Inc. (now Endeavour Mining Corp.), a gold company with producing assets in West Africa. She served as Director of Business Development for Endeavour Financial Ltd. and has held executive positions with a number of Canadian resource companies. Dr. Eyre has a Ph.D. in Economic Geology from the Royal School of Mines, Imperial College, London. Dr. Eyre is a member of the Society of Economic Geologists (SEG); a member of the Institute of Corporate Directors; and a former Director of the SEG Canada Foundation. Share Ownership as at May 8, 2026 Voting Results Shares Nil (1) 2025 For: 97.90% DSUs (2) 51,432 Target Requirement (3) US$255,000 2024 For: 99.59% Meets Requirement Yes 2023 For: 97.52% Ero Board & Committee Membership 2025 Meeting Other Directorships with Reporting Issuers Attendance Board of Directors 6 of 6 100% Eldorado Gold Corp. Compensation Committee 6 of 6 100% Nominating and Corp. Governance Committee (Chair) 2 of 2 100% Notes: (1) Dr. Eyre also holds 2,433 Options, entitling her to acquire an additional 2,433 Shares. (2) Pursuant to the terms of the DSU Plan, DSUs may only be settled in cash within a prescribed period after Dr. Eyre's death, retirement or removal from the Board. Please see " Director Compensation - Deferred Share Unit Plan " below for further details. (3) Pursuant to the Share Ownership Policy adopted by the Board, Dr. Eyre, as a non-executive director of the Company, is required to beneficially own, control or direct, directly or indirectly, at least three times her annual director retainer of US$85,000 in Shares, RSUs and/or DSUs. Please see " Director Compensation - Share Ownership Policy " below for further details. Robert Getz Age: 64 Connecticut, USA Director since June 14, 2018 Independent Areas of Experience Accounting and Tax Capital Markets and Finance Communication and Media Relations Corporate Social Responsibility Governance Health, Safety, Environment (including Climate) Human Resources and Compensation International Business Strategic Planning and M&A Mr. Getz brings over 35 years of experience in public and private investments and international mergers and acquisitions. Mr. Getz currently serves as Managing Partner of Pecksland Capital Partners (since December 2015), a private investment and advisory firm. Mr. Getz previously served as a Founder and Managing Director of Cornerstone Equity Investors (from September 1996 until December 2016), a private equity investment company. Mr. Getz has served as a director of numerous public and private companies, including many metals and mining companies. He currently serves as a director of Techtronic Industries Company Limited, a leader in cordless technology, including Milwaukee power tools. Mr. Getz previously served as the chairman of the board of directors of Haynes International, Inc., a developer and integrated producer of specialty nickel alloys, prior to its acquisition by Acerinox in November 2024, and the chairman of the board of directors of Crocodile Gold Corp., a gold mining company with operations in Australia, prior to its merger with Newmarket Gold Inc. in July 2015. Mr. Getz subsequently served as a director of Newmarket Gold Inc. until May 2016. Newmarket Gold Inc. was subsequently acquired by Kirkland Lake Gold Ltd. in December 2016. Mr. Getz holds a Bachelor of Arts, cum laude, from Boston University, and a Master of Business Administration in Finance from the Stern School at New York University. Share Ownership as at May 8, 2026 Voting Results Shares 100,166 (1) 2025 For: 96.79% DSUs (2) 35,986 Target Requirement (3) US$255,000 2024 For: 99.31% Meets Requirement Yes 2023 For: 98.00% Ero Board & Committee Membership 2025 Meeting Other Directorships with Reporting Issuers Attendance Board of Directors 6 of 6 100% Techtronic Industries Company Limited Compensation Committee (Chair) 6 of 6 100% Nominating and Corp. Governance Committee 2 of 2 100% Notes: (1) Mr. Getz also holds 14,892 Options, entitling him to acquire an additional 14,892 Shares. (2) Pursuant to the terms of the DSU Plan, DSUs may only be settled in cash within a prescribed period after Mr. Getz's death, retirement or removal from the Board. Please see " Director Compensation - Deferred Share Unit Plan " below for further details. (3) Pursuant to the Share Ownership Policy adopted by the Board, Mr. Getz, as a non-executive director of the Company, is required to beneficially own, control or direct, directly or indirectly, at least three times his annual director retainer of US$85,000 in Shares, RSUs and/or DSUs. Please see " Director Compensation - Share Ownership Policy " below for further details. Chantal Gosselin Age: 56 British Columbia, Canada Director since Aug. 12, 2019 Independent Areas of Experience Capital Markets and Finance Communication and Media Relations Governance Health, Safety, Environment (including Climate) Human Resources and Compensation International Business Mining Operations Project Management and Technical Services Strategic Planning and M&A Ms. Gosselin is an experienced corporate board member with over 30 years of combined experience in mining operations, capital markets and corporate directorship. Her involvement in the financial markets range from asset management to sell side analyst. She has held positions as Vice President and Portfolio Manager at Goodman Investment Counsel and Senior Mining Analyst at Sun Valley Gold LLP, along with various analyst positions earlier in her career. Ms. Gosselin has also held various mine-site management positions in Canada, Peru and Nicaragua, giving her firsthand experience in underground and open pit mine development and production in diverse cultural and social environments. She currently serves on the board of three TSX-listed companies in the natural resource sector. Ms. Gosselin has a Masters of Business Administration from Concordia University and a Bachelor of Science (Mining Engineering) from Laval University and has completed the Institute of Corporate Director program. Share Ownership as at May 8, 2026 Voting Results Shares 18,149 (1) 2025 For: 98.00% DSUs (2) 56,768 Target Requirement (3) US$255,000 2024 For: 99.90% Meets Requirement Yes 2023 For: 99.10% Attendance Ero Board & Committee Membership 2025 Meeting Other Directorships with Reporting Issuers Board of Directors 6 of 6 100% Blossom Gold Inc. Compensation Committee 6 of 6 100% Pan American Silver Corp. Wheaton Precious Metals Corp. Environmental, Health, Safety and Sustainability Committee (Chair) 4 of 4 100% Notes: (1) Ms. Gosselin also holds 19,029 Options, entitling her to acquire an additional 19,029 Shares. (2) Pursuant to the terms of the DSU Plan, DSUs may only be settled in cash within a prescribed period after Ms. Gosselin's death, retirement or removal from the Board. Please see " Director Compensation - Deferred Share Unit Plan " below for further details. (3) Pursuant to the Share Ownership Policy adopted by the Board, Ms. Gosselin, as a non-executive director of the Company, is required to beneficially own, control or direct, directly or indirectly, at least three times her annual director retainer of US$85,000 in Shares, RSUs and/or DSUs. Please see " Director Compensation - Share Ownership Policy " below for further details. Faheem Tejani Age: 52 Ontario, Canada Director since Nov. 1, 2023 Independent Areas of Experience Capital Markets and Finance Accounting and Tax Governance Human Resources and Compensation Information Technology and Security International Business Legal and Regulatory Risk Management Strategic Planning and M&A Mr. Tejani is a finance professional with over 25 years of experience in capital markets, corporate finance, and mergers and acquisitions. He is currently the President of Capital Asset Lending, one of the largest private mortgage administrators of non-traditional residential mortgages in Canada, and a director at Wesdome Gold Mines Ltd. Prior to this, he dedicated over 17 years of his career to BMO Capital Markets, culminating his tenure as Managing Director in the Equity Capital Markets division, with a focus on the mining and metals sector. Before joining BMO Capital Markets, he worked at one of the largest global accounting firms. Mr. Tejani holds a Bachelor of Arts (Honours) degree from Western University and is a Chartered Professional Accountant. Share Ownership as at May 8, 2026 Voting Results Shares 20,000 (1) 2025 For: 98.03% DSUs (2) 33,250 Target Requirement (3) US$255,000 2024 For: 99.98% Meets Requirement Yes 2023 N/A Ero Board & Committee Membership 2025 Meeting Other Directorships with Reporting Issuers Attendance Board of Directors 6 of 6 100% Wesdome Gold Mines Ltd. Audit Committee 4 of 4 100% Compensation Committee 6 of 6 100% Notes: (1) Mr. Tejani also holds 24,330 Options, entitling him to acquire in the aggregate an additional 24,330 Shares. (2) Pursuant to the terms of the DSU Plan, DSUs may only be settled in cash within a prescribed period after Mr. Tejani's death, retirement or removal from the Board. Please see " Director Compensation - Deferred Share Unit Plan " below for further details. (3) Pursuant to the Share Ownership Policy adopted by the Board, Mr. Tejani, as a non-executive director of the Company, is required to beneficially own, control or direct, directly or indirectly, at least three times his annual director retainer of US$85,000 in Shares, RSUs and/or DSUs within five years of his appointment. Please see " Director Compensation - Share Ownership Policy " below for further details. John Wright, Lead Director Age: 73 British Columbia, Canada Director since July 27, 2016 Independent Areas of Experience Exploration, Geology and Metallurgy Governance Health, Safety, Environment (including Climate) Mining Operations Project Management and Technical Services Risk Management Strategic Planning and M&A Mr. Wright has served as the Lead Director of the Company since May 15, 2017. Mr. Wright is a Metallurgical Engineer and Honours graduate of Queen's University in Ontario. He has over 40 years of experience in many facets of the exploration and mining industry and has served as lead director of Ero since 2017. Mr. Wright was a co-founder, and former director, President and Chief Operating Officer of Pan American Silver Corp. Mr. Wright was also the co-founder of Equinox Resources. Previously, he spent 10 years with Teck Cominco where he worked at the Trail Smelter operations and later participated in the management of the feasibility studies, marketing and mine construction at the Afton, Highmont, Bull Moose and David Bell Mines. Mr. Wright currently serves as a director of Lumina Metals Corp. He served as chairman of SilverCrest Metals Inc. prior to its acquisition by Coeur Mining Inc. in February 2025 and is also a former director of Luminex Resources Corp., Lumina Copper Corp., Northern Peru Copper, Global Copper Corp. and Bitterroot Resources Ltd. Mr. Wright has a P.Eng. (retired) designation from the Association of Professional Engineers and Geoscientists of British Columbia. Share Ownership as at May 8, 2026 Voting Results Shares 376,082 (1) 2025 For: 98.03% DSUs (2) 35,986 Target Requirement (3) US$480,000 2024 For: 99.86% Meets Requirement Yes 2023 For: 99.80% Ero Board & Committee Membership 2025 Meeting Other Directorships with Reporting Issuers Attendance Board of Directors 6 of 6 100% Lumina Metals Corp. Audit Committee 4 of 4 100% Environmental, Health, Safety and Sustainability Committee 4 of 4 100% Notes: (1) Mr. Wright also holds 19,029 Options, entitling him to acquire an additional 19,029 Shares. (2) Pursuant to the terms of the DSU Plan, DSUs may only be settled in cash within a prescribed period after Mr. Wright's death, retirement or removal from the Board. Please see " Director Compensation - Deferred Share Unit Plan " below for further details. (3) Pursuant to the Share Ownership Policy adopted by the Board, Mr. Wright, as a non-executive director of the Company, is required to beneficially own, control or direct, directly or indirectly, at least three times his annual director retainer of US$160,000 in Shares, RSUs and/or DSUs. Please see " Director Compensation -Share Ownership Policy " below for further details. The Nominees, as a group, beneficially owned, or controlled or directed, directly or indirectly, 2,338,277 Shares, representing approximately 2.24% of the total number of Shares outstanding before giving effect to the exercise of any Options, PSUs and RSUs (as the case may be) held by such Nominees. Cease Trade Orders, Bankruptcies, Penalties or Sanctions No Nominee is, as at the date of this Circular, or was within 10 years before the date of this Circular, a director, CEO or Chief Financial Officer (" CFO ") of any company (including Ero), that: (i) was subject to a cease trade order (including a management cease trade order), an order similar to a cease trade order, or an order that denied the relevant company access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days (an " Order ") and that was issued while the Nominee was acting in the capacity as director, CEO or CFO; or (ii) was subject to an Order that was issued after the Nominee ceased to be a director, CEO or CFO and which resulted from an event that occurred while that person was acting in the capacity as director, CEO or CFO. No Nominee (i) is, as at the date of this Circular, or was within the 10 years before the date of this Circular, a director or executive officer of any company (including Ero) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or (ii) has, within the 10 years before the date of this Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the Nominee. No Nominee has been subject to: (i) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or (ii) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable securityholder in deciding whether to vote for a Nominee. Appointment of Auditor KPMG has been the independent auditor of the Company since May 15, 2017. At the Meeting, we will ask shareholders to reappoint KPMG as auditor of the Company until the close of the next annual meeting of the shareholders and authorize the Board to fix the remuneration to be paid to the auditor. The following table discloses the aggregate fees billed to the Company and its subsidiaries by KPMG in the financial years ended December 31, 2025 and 2024. Financial Year End Audit Fees (1) Audit Related Fees Tax Fees All Other Fees December 31, 2025 US$1,080,669 Nil Nil Nil December 31, 2024 US$948,123 Nil Nil Nil Note: (1) The aggregate fees billed for the audit of the annual consolidated financial statements of the Company, quarterly interim review of the Company and of its Brazilian subsidiaries, statutory audits of the Company's Brazilian subsidiaries and for services rendered in connection with offering memoranda and Registration Statements. In the absence of instructions to the contrary, the person(s) designated by management of the Company in the enclosed form of proxy intend to vote FOR the reappointment of KPMG as auditor of the Company until the close of the next annual meeting of the shareholders, at a remuneration to be fixed by the Board. Certain Matters Relating to the Stock Option Plan We currently have a "rolling" Stock Option Plan, which was last confirmed and approved by our shareholders at our annual general and special meeting of shareholders held on April 26, 2023. Pursuant to certain rules of the Toronto Stock Exchange (" TSX "), on which our Shares are traded, the Stock Option Plan needs to be renewed by shareholders and the unallocated Options available thereunder must be approved every three years, failing which no further Options may be awarded under the Stock Option Plan. Accordingly, at the Meeting, shareholders will be asked to consider, and if thought advisable, pass an ordinary resolution (the " Stock Option Plan Resolution "), as further set out below, to: (i) confirm and approve the Stock Option Plan, and in connection with this approval, will be asked to consider and approve certain amendments to the Stock Option Plan as further described herein (such amended Stock Option Plan being hereinafter referred to as the " Amended and Restated Stock Option Plan "); and (ii) approve the unallocated Options available thereunder. The Amended and Restated Stock Option Plan has been conditionally approved by the Board and the TSX, subject to shareholder approval at the Meeting. The Amended and Restated Stock Option Plan is substantially similar to the Stock Option Plan other than with respect to the following: reduces the limit on Shares issuable from treasury under the Amended and Restated Stock Option Plan, when combined with any other equity compensation arrangements of the Company (including, the Amended and Restated Share Unit Plan, as defined below), from 7% to 6%; reduces the limit on Shares issuable to any one individual under the Amended and Restated Stock Option Plan, when combined with any other equity compensation arrangement of the Company (including, the Amended and Restated Share Unit Plan), from 5% to 4%; reduces the limit on Shares issuable to insiders as a group, at any time, under the Amended and Restated Stock Option Plan, when combined with any other equity compensation arrangement of the Company (including, the Amended and Restated Share Unit Plan), from 7% to 6%; reduces the limit on Shares that may be issued to insiders as a group, within any one year period, under the Amended and Restated Stock Option Plan, when combined with any other equity compensation arrangement of the Company (including, the Amended and Restated Share Unit Plan), from 7% to 6%; expressly references the Company's Incentive Compensation Clawback Policy (see page 58 for policy details); and amendments of a housekeeping nature. Currently, the maximum aggregate number of Shares issuable under the Stock Option Plan, together with any other equity compensation arrangement of the Company that provides for the issuances of the Company's Shares from treasury, may not exceed 7% of the issued and outstanding Shares from time to time (this limit includes the Shares issuable under the Share Unit Plan). As the number of issued and outstanding Shares increases, the Company may increase the number of Shares reserved for issuance, upon application to the TSX. As discussed above, the Amended and Restated Stock Option Plan reduces this limit to 6%. The Stock Option Plan, as well as the Amended and Restated Stock Option Plan, automatically make exercised Options available for subsequent grants thereunder and provide for the reservation and issuance of additional Shares pursuant to such Options. As at the date of this Circular, Options to purchase 1,253,609 Shares, 875,168 PSUs and 267,698 RSUs are outstanding, representing approximately 1.20%, 0.84% and 0.26% (2.30% in the aggregate) of the 104,277,968 Shares issued and outstanding, respectively. As such, 4,902,982 Shares, representing approximately 4.70% of the issued and outstanding Shares, are available for future Option awards (or a combination of Options and awards under any other equity compensation arrangements of the Company (including, the Share Unit Plan)), as at the date hereof. Under the Amended and Restated Stock Option Plan, this amount would be reduced to 3,860,203 Shares, representing approximately 3.70% of the issued and outstanding Shares as at the date hereof. A summary of the Stock Option Plan (and the amendments thereto as per the Amended and Restated Stock Option Plan) is provided in this Circular under the heading " Statement of Executive and Director Compensation - Option-based and Share-based Awards - Stock Option Plan ". A copy of the Amended and Restated Stock Option Plan is attached to this Circular as Appendix "A". To be effective, the Stock Option Plan Resolution must be approved by a majority of the votes cast by the shareholders present in person or represented by proxy at the Meeting. If the Stock Option Plan Resolution is approved at the Meeting, the Amended and Restated Stock Option Plan will become effective as at the close of business on the date of the Meeting. In the event that the Stock Option Plan Resolution is not passed by the requisite number of shareholder votes cast at the Meeting, all unallocated Options will be cancelled, and we will not be permitted to award further Options under the Stock Option Plan. All outstanding Options under the Stock Option Plan will continue unaffected. At the Meeting, shareholders will be asked to consider, and if thought advisable, pass the Stock Option Plan Resolution, in substantially the following form: RESOLVED THAT: the Amended and Restated Stock Option Plan, as substantially described in the Circular with respect to the Meeting, be and is hereby approved, confirmed and ratified; all unallocated options issuable pursuant to the Amended and Restated Stock Option Plan be and are hereby authorized, approved, confirmed and ratified; the Compensation Committee of the Board be and is hereby authorized to reserve a sufficient number of Shares to satisfy the requirement of the Amended and Restated Stock Option Plan; the Compensation Committee of the Board be and is hereby authorized to grant Options under the Amended and Restated Stock Option Plan until June 28, 2029 (or such date that is three years after the date of the meeting at which shareholder approval is being sought or any adjournment or postponement thereof); and any one or more of the directors or senior officers of the Company be and is hereby authorized and directed to perform all such acts, deeds and things and execute, under the seal of the Company, or otherwise, all such documents and other writings, including treasury orders, as may be required to give effect to the true intent of these resolutions. We recommend a vote "FOR" the Stock Option Plan Resolution. In the absence of instructions to the contrary, the person(s) designated by management of the Company in the enclosed form of proxy intend to vote FOR the Stock Option Plan Resolution. Certain Matters Relating to the Share Unit Plan We currently have a Share Unit Plan, which was last confirmed and approved by our shareholders at our annual general and special meeting of shareholders held on April 26, 2023. Pursuant to certain rules of the TSX, on which our Shares are traded, the Share Unit Plan needs to be renewed by shareholders and the unallocated units available thereunder must be approved every three years, failing which no further units may be awarded under the Share Unit Plan. Accordingly, at the Meeting, shareholders will be asked to consider, and if thought advisable, pass an ordinary resolution (the " Share Unit Plan Resolution "), as further set out below, to: (i) confirm and approve the Share Unit Plan, and in connection with this approval, will be asked to consider and approve certain amendments to the Share Unit Plan as further described herein (such amended Share Unit Plan being hereinafter referred to as the " Amended and Restated Share Unit Plan "); and (ii) approve the unallocated units available thereunder. The Amended and Restated Share Unit Plan has been conditionally approved by the Board and the TSX, subject to shareholder approval at the Meeting. The Amended and Restated Share Unit Plan is substantially similar to the Share Unit Plan other than with respect to the following:

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