EXHIBIT 99.1

Notice of Meeting and

Management Proxy Circular

Annual Meeting of Teck Resources Limited

to be held on April 24, 2025

Dear Shareholders:

On behalf of our board of directors and management, we are pleased to invite you to attend the annual meeting of shareholders of Teck Resources Limited on Thursday, April 24, 2025.

2024 was a historic year for Teck. We completed our transformation into a pure-play energy transition metals company and set the stage for significant future growth and value creation. This evolution is the foundation of our strategy to deliver transformative near-term copper growth, while simultaneously delivering significant returns to shareholders and maintaining a strong balance sheet through market cycles.

In addition to completing our portfolio transformation, we also made significant progress in the ramp-up of the expanded Quebrada Blanca Operations, a foundational asset for our growth strategy, and advancing our near-term copper growth projects, while maintaining a focus on health, safety and sustainability.

Moving forward into 2025, we turn our attention to realizing the generational opportunity we have created, with a focus on driving growth, value creation and resilience, built on a foundation of stakeholder trust and a commitment to excellence.

On behalf of the Board, we would like to extend our heartfelt gratitude to Edward C. Dowling, Jr., who is retiring from the Teck board in 2025, for his 12 years of service and leadership.

Further details about the business of the meeting are contained in the management information circular that follows. Please review and consider the information in the circular and ensure that you vote. Detailed instructions for how to submit your proxy or voting instructions or attend the meeting in person or virtually are on page 4 of the circular.

We thank you for your continued support of Teck and urge you to vote.

Notice of Annual Meeting of Shareholders

of Teck Resources Limited

At the Annual Meeting of shareholders (the “Meeting”) of Teck Resources Limited (“Teck”), shareholders of Teck (“Shareholders”) will be asked to:

You can read about each item of business starting on page 1 of the accompanying management proxy circular (the “Circular”), which also has information on voting and about our directors, corporate governance, and compensation.

You have the right to vote at the Meeting if you were a Shareholder as of the close of business on March 3, 2025.

Your vote is important. All Shareholders are encouraged to vote by proxy. To ensure your vote is counted, your proxy must be received by 2:00 p.m. (Pacific Time) on April 22, 2025 (the “Proxy Deadline”). See “Information about Voting” for detailed voting instructions for registered and non-registered Shareholders.

Meeting Attendance

The Meeting will be held at the Metropolitan Ballroom, Terminal City Club, 837 W. Hastings St., Vancouver, British Columbia and online at https://virtual-meetings.tsxtrust.com/1742. To virtually participate in the Meeting, Shareholders will need to log in using the control number included on your proxy form and the passcode “teck2025” (case sensitive). The meeting platform is fully supported across browsers and devices running the most updated version of applicable software plug-ins. You should ensure you have a strong, preferably high-speed, internet connection wherever you intend to participate in the Meeting and the latest version of Chrome, Safari, Edge, or Firefox. Please log in at least 15 minutes early to ensure your browser is compatible and allow ample time for online check-in procedures.

Registered Holders

Registered Shareholders and duly appointed proxyholders will be able to attend the Meeting, submit questions, and vote on the business of the Meeting, if the shares have not been voted in advance of the Meeting. If you wish to appoint someone to be your proxy other than the persons named in the form of proxy (the “Form of Proxy”), you will need to return your proxy by mail and telephone TSX Trust Company at 1-866-751-6315 (within North America) or 416-682-3860 (outside North America), or complete an online form at https://www.tsxtrust.com/control-number-request, by 2:00 p.m. (Pacific Time) on April 22, 2025 and provide TSX Trust Company with the required information for your proxyholder so that TSX Trust Company may provide the proxyholder with a 13-digit proxyholder control number. Such 13-digit proxyholder control number will differ from the control number set forth in the Form of Proxy and will allow your proxyholder to log in to and vote at the Meeting. Without a 13-digit proxyholder control number your proxyholder will only be able to log in to the Meeting as a guest and will not be able to vote.

Please note that only registered Shareholders and proxy holders are permitted to vote at the Meeting. A non-registered shareholder wishing to vote at the Meeting must appoint themselves as a proxyholder based on the instructions on their voting instruction form and telephone TSX Trust Company at 1-866-751-6315 (within North America) or 416-682-3860 (outside North America), or complete an online form at https://www.tsxtrust.com/control-number-request, by 2:00 p.m. (Pacific Time) on April 22, 2025 and provide TSX Trust Company with the required information so that TSX Trust Company can provide you with a 13-digit proxyholder control number. Such 13-digit proxyholder control number will differ from the control number set forth in the voting instruction form and will allow you to log in to and vote at the Meeting.

Notice-and-Access

We are using notice-and-access procedures to deliver our meeting materials to registered and beneficial Shareholders. You are receiving this notice with information on how you can access the Circular electronically, along with a proxy – or, in the case of non-registered Shareholders, a voting instruction form – for use in voting at the Meeting or submitting your voting instructions. Shareholders with existing instructions on their account to receive paper material will receive paper copies of Meeting materials. Requests for paper materials should be received at least 7 business days in advance of the Proxy Deadline in order to receive the meeting materials on time.

The Circular contains important information about Teck and the Meeting. We encourage you to review it prior to voting. Visit www.Teck.com/reports for more information.

EXECUTIVE SUMMARY

2024 Performance Highlights

Teck underwent a significant portfolio transformation in 2024, repositioning to a pure play energy transition metals business focused on copper growth following the sale of our steelmaking coal business. Our corporate strategy centers around four key pillars, core excellence, metals for the energy transition, value- driven growth and resilience. We are focused on creating value by advancing responsible growth and ensuring resilience, built on a foundation of stakeholder trust. We aim to maximize productivity and efficiency at our existing operations, maintain a strong balance sheet, deliver commercial and supply chain excellence, and be nimble in recognizing and acting on opportunities. The pursuit of sustainability guides our approach to business, and we recognize that our success depends on our ability to provide safe workplaces, engage in collaborative community relationships and support a healthy environment.

Financial Performance

Operating and Development

Safety and Sustainability Leadership

2024 Governance Highlights

Teck is committed to maintaining best practices in corporate governance. In 2024, we undertook an externally facilitated board, committee and peer evaluation process, with a focus on Board effectiveness and enabling Teck to build the Board of the future, with a continued focus on emerging risks and strategic priorities. The Board continued succession planning activities, welcoming one new independent director in 2024, with another new independent nominee standing for election at the Meeting. Each nominee has been proposed for nomination with reference to the skills determined by the Board to be required at this time, as set out in the skills matrix.

A list of our key governance practices is below and further details can be found under Information about Corporate Governance, beginning on page 18.

2024 Executive Compensation Highlights

Teck’s executive compensation programs are focused on paying for performance and alignment with the shareholder experience. In 2024, we focused on updating our annual incentive compensation program for our streamlined executive leadership team. The Compensation & Talent Committee continued to review Teck’s compensation and talent management programs, with a focus on attracting, retaining, and developing the talent required to become a leading pure play energy transition metals business focused on copper growth.

A list of our key compensation practices is below and further details can be found under Information about Executive Compensation, beginning on page 33.

2024 Sustainability Highlights

Teck is focused on responsible resource development. We understand the importance of operating sustainably, protecting the health and safety of our people, and building strong relationships with communities and Indigenous People in the areas in which we operate. Safety and sustainability matters, including climate change, are under the oversight of the Board’s Safety & Sustainability Committee, which reviews Teck’s sustainability strategy, progress against sustainability goals and targets, and related disclosure. In 2024, we published our 23rd annual Sustainability Report and our first report under the Fighting Against Forced Labour and Child Labour in Supply Chains Act. We also published our Climate Change and Nature 2024 Report, which is aligned with the Task Force on Climate-Related Financial Disclosures (“TCFD”) and the Task Force on Nature-Related Financial Disclosures (“TNFD”). Our current reports are available on our website at www.Teck.com/Reports.

Teck has been recognized as a leader in sustainability and responsible resource development in several indices and through awards for our sustainability and safety performance. A selection of Teck’s recent achievements can be found under Information about Sustainability beginning on page 32.

TABLE OF CONTENTS

INFORMATION ABOUT THE BUSINESS OF THE MEETING

At the Annual Meeting of shareholders of Teck Resources Limited (“Teck”) to be held on April 24, 2025 (including any postponement(s) or adjournment(s) thereof, the “Meeting”), shareholders of Teck (“Shareholders”) will be asked to consider and, if applicable, vote on the following items of business:

RECEIPT OF FINANCIAL STATEMENTS

We will present Teck’s audited consolidated financial statements for the year ended December 31, 2024, together with the auditor’s report thereon. The financial statements are contained in our 2024 Annual Report (the “Annual Report”), which is available on Teck’s website at www.teck.com/reports and under Teck’s profile on www.SEDAR+plus.ca and www.sec.gov/edgar.

ELECTION OF DIRECTORS

Eleven directors will be elected to serve on Teck’s board of directors (the “Board”) until the close of the next annual meeting or until their successors are elected or appointed. See “Election of Directors” for information about each of the nominated directors.

APPOINTMENT OF AUDITOR

The Board recommends the re-appointment of PricewaterhouseCoopers LLP as Teck’s auditor, with its remuneration to be set by the Board. For the years ended December 31, 2024 and 2023, we paid the external auditor fees as detailed below:

The independence of the external auditor is monitored by the Audit Committee as part of a robust governance framework, which includes requirements for rotation of the lead audit partner and the auditor’s own internal independence procedures. The lead audit partner was last rotated in 2023. The Audit Committee has confirmed that it is satisfied that PricewaterhouseCoopers LLP is independent within the meaning of applicable securities laws.

In addition to annually reviewing the independence status of the external auditor, the Audit Committee annually reviews and evaluates the external auditor’s performance prior to recommending reappointment to shareholders. In 2024, the Audit Committee reviewed considerations related to auditor tenure, the process for audit tenders and related change of auditor requirements, and potential risks and benefits of conducting a tender process. The Audit Committee considered the risks and benefits of having a long tenured auditor and the controls and processes that are in place to ensure auditor independence. They also considered the necessity of having continuity of knowledge in order to ensure high-quality audit standards provided by an audit firm with the required depth and breadth of experience to effectively and efficiently audit an entity of Teck’s size with complex operations in multiple jurisdictions. Following this review, the Audit Committee determined not to conduct a tender process for its external auditor at this time, balancing considerations related to audit quality and auditor independence in the context of the current regulatory environment for Canadian reporting issuers who are also subject to Sarbanes-Oxley Act requirements. The Audit Committee expects to revisit this review periodically in addition to conducting a more comprehensive review of the external auditor on a more regular basis.

ADVISORY RESOLUTION ON EXECUTIVE COMPENSATION

To provide Shareholders with an opportunity to have a “say on pay”, Teck has held a vote on a non-binding advisory resolution on our approach to executive compensation since 2011. The Compensation & Talent Committee (the “Compensation Committee”) and the Board consider the outcome of the vote as part of their ongoing review of executive compensation.

At the Meeting, Shareholders will vote on the following resolution:

“Resolved, on an advisory basis and not to diminish the role and responsibilities of the Board, that the shareholders accept the approach to executive compensation disclosed in Teck Resources Limited’s management proxy circular delivered in connection with the 2025 Annual Meeting of shareholders.”

The results of Teck’s “say on pay” vote at the previous three annual meetings are set out below:

Teck’s executive compensation programs are focused on paying for performance and alignment with the shareholder experience. Our executive compensation programs are designed to meet the following objectives:

Teck operates in a highly cyclical, capital-intensive industry with a long-term view to building value for our shareholders through the commodity cycle. Teck aims for a market-competitive compensation structure that will attract, motivate and retain highly qualified executives to lead Teck and create long-term value for our shareholders.

Our share price performance is strongly influenced by changes in commodity prices, regardless of the operating performance of our business, so our incentive programs focus on financial, operational, strategic and sustainability performance. The Board is committed to paying for performance and providing strong alignment with shareholder experience through:

Long term realizable pay outcomes reflect these goals. See “Executive Compensation” for detailed information on our executive compensation program, including details of the components, objectives, and administration of the program and compensation outcomes for 2024.

Other Business

If other items of business are properly brought before the Meeting, you or your proxyholder can vote on such matters. Teck is not aware of any other items of business to be considered.

GENERAL INFORMATION

In this Circular, unless otherwise noted:

SOLICITATION OF PROXIES

Proxies are being solicited by Teck’s management in connection with the Meeting. Solicitation will be primarily by mail, but may be supplemented by solicitation by Teck directors, officers, and employees without special compensation. Teck will pay the cost of any solicitation.

QUORUM

In order for the Meeting to proceed, there must be at least three Shareholders present in person or by proxy who hold shares representing at least 25% of the votes that could be cast at the Meeting.

VOTING SHARES AND PRINCIPAL HOLDERS OF VOTING SHARES

Teck is authorized to issue an unlimited number of Class A Common Shares (“Class A Shares”) with 100 votes per share, an unlimited number of Class B Subordinate Voting Shares, with one vote per share, and an unlimited number of preference shares, issuable in series.

On the Record Date, the following Teck shares were outstanding:

Except as set out below, to the knowledge of Teck’s directors and officers, no person or company beneficially owns or exercises control or direction, directly or indirectly, over shares carrying more than 10% of the votes attached to any class of Teck’s voting securities.

The Class A Shares trade on the Toronto Stock Exchange (“TSX”) under the trading symbol “TECK.A”. The Class B Subordinate Voting Shares trade on the TSX under the trading symbol “TECK.B” and on the New York Stock Exchange (“NYSE”) under the symbol “TECK”.

SHAREHOLDER PROPOSALS

Shareholder proposals for the next annual meeting of Teck must be received between November 24, 2025 and January 23, 2026.

INFORMATION ABOUT VOTING

WHO CAN VOTE

The record date for the Meeting is March 3, 2025 (the “Record Date”). Holders of Class A Shares and Class B Subordinate Voting Shares at the close of business on the Record Date are entitled to receive notice of and vote at the Meeting, virtually or by proxy.

MATTERS TO BE VOTED ON

At the Meeting, Shareholders will be voting on:

Each item of business to be considered at the Meeting requires a simple majority of votes cast in favour by all holders of Class A Shares and Class B Subordinate Voting Shares present or represented by proxy at the Meeting, voting together as a single class, in order to pass.

HOW TO VOTE

INFORMATION ABOUT PROXY VOTING

Voting Results

We will issue a news release with the voting results shortly after the Meeting and will also file the voting results with securities regulators as required. Visit www.teck.com/news to see our news releases.

Circular

This Circular is delivered in connection with the solicitation of proxies by and on behalf of the management of Teck for use at the Meeting. We have not authorized any person to give any information or to make any representation in connection with the business of the Meeting other than those contained in this Circular. If any such information or representation is given or made to you, you should not rely upon it as having been authorized or being accurate.

This Circular does not constitute an offer to buy, or a solicitation of an offer to sell, any securities, or the solicitation of a proxy, by any person in any jurisdiction in which such an offer or solicitation is not authorized or in which the person making such an offer or solicitation is not qualified to do so, or to any person to whom it is unlawful to make such an offer or solicitation. Shareholders should not construe the contents of this Circular as legal, tax or financial advice and should consult with their own legal, tax, financial or other advisors.

NOTICE TO SHAREHOLDERS IN THE UNITED STATES

The solicitation of proxies in connection with the Meeting described in this Circular involves securities of a Canadian corporation and is being effected in accordance with Canadian corporate and securities laws, including disclosure requirements. Shareholders in the United States should be aware that these requirements may be different from those under United States corporate and securities laws relating to U.S. corporations. The enforcement by Shareholders of civil liabilities under U.S. securities laws may be affected adversely by the fact that Teck is organized under the laws of Canada, that some of its directors and officers are not residents of the United States, and a substantial portion of its assets may be located outside of the United States. Shareholders may not be able to sue Teck or its directors and officers in a Canadian court for violations of U.S. securities laws. It may be difficult to compel a Canadian company and its affiliates to subject themselves to a judgment by a U.S. court.

FORWARD-LOOKING STATEMENTS

This Circular contains certain forward-looking information and forward-looking statements as defined in applicable securities laws (collectively referred to as forward-looking statements). These statements relate to future events or our future performance. All statements other than statements of historical fact are forward-looking statements. The use of any of the words “anticipate”, “plan”, “continue”, “estimate”, “expect”, “may”, “will”, “project”, “predict”, “potential”, “should”, “believe” and similar expressions is intended to identify forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. These statements speak only as of the date of this Circular based on current expectations and conditions. These forward-looking statements may include statements concerning:

Although we believe that these forward-looking statements are based on information and assumptions that are reasonable and complete, inherent in forward-looking statements are risks and uncertainties beyond our ability to predict or control, which may cause actual results to differ materially from those expressed or implied by these forward-looking statements contained, including, but not limited to the risks described in detail in Teck’s most recent annual information form available under Teck’s profile at www.sedarplus.ca. Readers are cautioned not to place undue reliance on these forward-looking statements.

Forward-looking statements in this Circular and in the documents incorporated by reference herein are based on a number of assumptions that Teck believed were reasonable on the day it made the forward-looking statement, including, but not limited to, assumptions regarding:

Our sustainability goals and strategies are based on a number of assumptions, including regarding the availability and effectiveness of technologies needed to achieve our goals; the availability of clean energy sources and zero-emissions alternatives for transportation on reasonable terms; our ability to implement new source control or mine design strategies on commercially reasonable terms without impacting production; and the performance of new technologies in accordance with our expectations.

We caution you that the foregoing list of important factors and assumptions is not exhaustive. If our assumptions turn out to be inaccurate, our actual results could be materially different from what we expect. Other events or circumstances could cause our actual results to differ

materially from those estimated or projected and expressed in, or implied by, our forward-looking statements. You should also carefully consider the matters discussed in the “Cautionary Statement on Forward-Looking Statements” section of our Management’s Discussion and Analysis for the year ended December 31, 2024, and subsequent filings, which can be found under Teck’s profile on SEDAR+ (www.sedarplus.ca) and on EDGAR (www.sec.gov). Except as required by law, we undertake no obligation to update publicly or otherwise revise any forward-looking statements or the foregoing list of factors, whether as a result of new information or future events or otherwise.

USE OF NON-GAAP FINANCIAL MEASURES AND RATIOS

The “Executive Summary” and “Executive Compensation” sections of this Circular contain references to certain non-GAAP financial measures and non-GAAP ratios which do not have a standardized meaning prescribed by International Financial Reporting Standards and may not be comparable to similar financial measures and ratios reported by other issuers. This includes references to “adjusted EBITDA”, “EBITDA” and “Adjusted profit from continuing operations attributable to shareholders”. These financial measures and ratios have been derived from Teck’s financial statements and applied on a consistent basis as appropriate. We disclose these financial measures and ratios because we believe they assist readers in understanding the results of Teck’s operations and financial position and provide further information about financial results to investors in the context of Teck’s executive compensation practices.

These measures should not be considered in isolation or used in substitution for other measures of performance prepared in accordance with IFRS. Additional information on the non-GAAP financial measures and non-GAAP ratios, including a reconciliation of Teck’s 2024 EBITDA, adjusted EBITDA results and Adjusted profit from continuing operations attributable to shareholders, are available in Teck’s management discussion & analysis for the year-ended December 31, 2024, available on SEDAR+ at www.sedarplus.ca or at www.Teck.com/reports.

QUESTIONS AND ANSWERS ABOUT THE MEETING

The following questions and answers about the Meeting and voting are designed to help you understand them in more detail.

Q. Why did I receive this package of information?

Q. Who is entitled to vote at the Meeting?

The person named in the proxy form will also have discretion to vote your shares as he or she sees fit on any other matter that may properly come before the Meeting that you are entitled to vote on.

Q. What if amendments are made to any matter or if other matters are brought before the Meeting?

INFORMATION ABOUT THE DIRECTORS

INFORMATION ABOUT THE DIRECTOR NOMINEES

The Board has determined that 11 directors are to be elected at the Meeting to hold office until the next annual meeting of shareholders. The following pages provide relevant information on each of the director nominees.

Each of the nominees was elected at the last annual meeting in 2024, other than Mr. Gowans and Ms. McLeod-Seltzer, who are standing for election for the first time. Management does not expect that any nominee will be unable or unwilling to serve as a director.

Director Profiles

* Mr. Gowans has until 2029 to meet share ownership guidelines.

* In addition, Mr. Keevil is a director of Keevil Holdco, which holds 1,742,605 Class B Subordinate Voting Shares and approximately 51.16% of the outstanding shares of Temagami Mining Company Limited, which as at March 3, 2025 held 4,300,000 Class A Shares.

* If elected, Ms. McLeod-Seltzer has until 2029 to meet share ownership guidelines.

** Ms. McLeod-Seltzer will retire from the board of Kinross Gold Corporation at the 2025 annual meeting

* Mr. Yamato has until 2029 to meet share ownership guidelines.

 Notes to Director Profiles:

SHAREHOLDINGS OF DIRECTOR NOMINEES

INFORMATION ABOUT DIRECTOR COMPENSATION

We pay director compensation each year consisting of cash fees and a share-based award of either deferred share units (“DSUs”) or restricted share units (“RSUs”). We do not issue stock options to non-executive directors and do not pay meeting fees, other than in respect of certain ad hoc committee work as described below. Mr. Price does not receive any additional compensation for acting as a director and his compensation is fully reflected in the section “Executive Compensation”.

We require directors to maintain minimum holdings of Teck shares or share units. See “Mandatory Shareholdings for Directors” on page 17 for more details. The Board believes that share ownership requirements and a mix of equity-linked compensation promote the objectives of director retention and alignment with the interests of long-term shareholders.

DETERMINING DIRECTOR COMPENSATION

The Compensation Committee is responsible for recommending compensation policies to the Board and reviews director compensation annually, benchmarked against Teck’s compensation peer group. In 2024, based on the results of the annual benchmarking review performed by the Compensation Committee’s independent consultant, Meridian Compensation Partners (“Meridian”), the Compensation Committee recommended in an increase in director compensation to bring target director compensation into alignment with the median director compensation for the peer group as disclosed in 2023.

The Board may from time to time approve ad hoc committees of the Board and establish meeting fees to compensate directors for extra time spent on Teck matters. There was no additional director compensation approved or paid in 2024.

COMPENSATION COMPONENTS

Annual Retainer and Committee Fees

Teck pays annual retainers and committee fees to directors as follows:

Directors are also reimbursed for out-of-pocket expenses and travel costs related their work on behalf of Teck.

Share-Based Awards

The share-based component of director compensation is payable in either DSUs or RSUs. Until directors have met the mandatory shareholdings, all compensation other than travel fees and reimbursement for out-of-pocket costs must be taken in the form of DSUs. Non-executive directors who have met the mandatory minimum shareholding requirement may elect on an annual basis to receive some or all of their annual cash retainer in DSUs, which are issued and priced at the end of each quarter and may also elect to receive all or a portion of their annual equity grant as RSUs.

DSUs and RSUs are notional shares with the same value at any given time as the Class B Subordinate Voting Shares but are non-dilutive and do not entitle the participant to any voting or other shareholder rights. Dividend equivalents are credited to a participant’s DSU or RSU account in the form of additional DSUs or RSUs. RSUs pay out within three years of grant, while DSUs do not pay out until a director ceases to hold office. See Appendix A “Equity Incentive Plans” for additional details on the terms of the RSU and DSU plans and awards.

On May 1, 2024, non-executive directors other than the Chair and Vice Chair each received 2,360 share units. The Board Chair received 4,187 share units and the Vice Chair received 2,512 share units. Those grants had a grant date value of $65.6716 per share unit, based on the volume weighted average price (“VWAP”) of the Class B Subordinate Voting Shares on the TSX for the 20 consecutive trading days prior to the grant, equal to a target dollar value of approximately $155,000 for non-executive directors, $275,000 for the Board Chair, and $165,000 for the Vice Chair. Following his appointment, Mr. Gowans received a grant of 2,357 share units with a grant date value of $65.7596 per share unit with a target value of approximately $155,000.

DIRECTORS’ TOTAL COMPENSATION

The following table sets forth all annual compensation paid to non-executive directors for the financial year ended December 31, 2024.

Outstanding Share-Based Awards

The following table shows all outstanding share-based awards held by each non-executive director as at December 31, 2024. We do not award options to non-executive directors.

Share-Based Awards – Value Vested or Earned During the Year

The following table shows the number and value of share-based awards that vested or were earned for each non-executive director for the fiscal year ending December 31, 2024. Non-executive directors did not receive any non-share-based incentive compensation in 2024.

MANDATORY SHAREHOLDINGS FOR DIRECTORS

Non-executive directors are required to own shares or share units equivalent in value to at least three times their total annual cash and share-based retainer, with new directors having five years to reach the mandatory minimum. For the purposes of the policy, the value of share units is determined by using the closing price of the Class B Subordinate Voting Shares on the TSX on December 31, 2024. On that date, all non-executive directors subject to the shareholding requirement had met the requirement or were on track to do so within the time limit. Directors may also meet the mandatory minimum based on grant date value of their DSUs and RSUs.

The following table shows the number of shares and share units held by each non-executive director nominee as at December 31, 2024 compared to the prior year, the value of their holdings as of that date, and the value required to meet the shareholding requirement.

INFORMATION ABOUT CORPORATE GOVERNANCE

Although Teck is a “foreign private issuer” for purposes of its NYSE listing and is therefore not subject to the NYSE corporate governance standards, the Board has determined that at least a majority of its directors must satisfy the director independence requirements under those standards. The Corporate Governance & Nominating Committee (the “Governance Committee”) has further determined that Teck’s corporate governance practices do not differ in any material way from those followed by NYSE listed U.S. domestic issuers, with any differences being a matter of form rather than substance.

COMMITTEE REPORTS

The Board has five standing committees, being the Audit Committee, Governance Committee, the Compensation Committee, the Safety & Sustainability Committee, and the Technical Committee. The five standing committees hold regularly scheduled meetings throughout the year. The Board may also constitute informal sub-committees of the Board from time to time on an ad hoc basis to review certain matters in further detail, as it may consider appropriate. There are currently no ad hoc Board Committees that have been constituted.

An in camera session is held at each meeting for the independent members of the Board and committees to meet in camera without management present. Each committee has the authority to engage external advisors or consultants as they may deem necessary to assist them in carrying out their duties and to approve the related contracts and fees.

Teck’s standing committees are composed of 100% independent directors. The Chair, Vice Chair, and CEO generally attend all committee meetings, where possible and as appropriate.

The reports below describe each standing committee’s key responsibilities, members, and activities in 2024. Membership is as at December 31, 2024. Each of the standing committees has a charter that describes its functions in more detail and is available on our website at www.teck.com/about/governance.

GOVERNANCE HIGHLIGHTS

The following table contains a summary of certain of Teck’s governance practices and policies. Further information on certain of these topics can be found later in this Circular where indicated.

INDEPENDENCE DETERMINATION

Each year, a detailed questionnaire is circulated to all director nominees to elicit the information required to assess director independence prior to preparation of materials for the annual meeting of shareholders. The Governance Committee assists the Board in its independence assessment for general Board purposes and for service on Committees, considering both the independence requirements of National Instrument 52-110 and the rules of the TSX and NYSE that are applicable to Teck.

The Board considers directors to be independent if they are not members of management and are free of any interest or any business, family, or other relationship that could reasonably be perceived to interfere with their ability to act with a view to the best interests of Teck, other than interests and relationships arising solely from holdings in Teck. The Board also considers whether directors have a direct or indirect material relationship with Teck as defined in subsection 1.4 of National Instrument 52-110. Any such material relationship will result in the Board to concluding that the relevant director is not independent.

The Board has concluded that 9 of the 11 director nominees in 2025, a majority, are independent, other than:

The Board holds in camera sessions without management and for independent directors for a portion of each Board meeting.  

RISK OVERSIGHT

The Board has an overarching responsibility to take reasonable steps to ensure that management identifies, understands, and evaluates the principal risks of and to Teck’s business, implements appropriate systems to manage and mitigate these risks, with the aim of achieving a proper balance between risk and reward. The Board receives regular quarterly reports from management on enterprise and site-specific risk management, in addition to reports regarding specific risks, including ethical conduct, financial management, environmental management, and employee health and safety.

The Board considers that the most significant risks facing Teck vary from time to time depending on the prevailing economic climate and the specific nature of Teck’s activities, strategy, and corporate objectives at the relevant time. At each meeting of the Board, the Board discusses current risks associated with Teck’s business and strategy and considers the general and particular risks Teck faces. In 2024,

the Board reviewed progress in implementing Teck’s new enterprise risk management policy and associated framework, including progress related to defining risk appetite and refreshing the principal risks faced by Teck. In 2025, the Board will continue to oversee the implementation of this framework, including ongoing assessment and classification of risk and risk appetite for Teck’s operations, projects, and functional groups. The Board will regularly review the principal risks facing Teck, the appetite for various categories of risk, and relevant risk mitigation measures in order to monitor the potential vulnerability of Teck’s business and financial condition in light of risks that may arise, including:

In 2024, the Board continued to devote significant attention to risks related to its strategic plans and new operating model, completion of construction and ramp-up of the QB2 project, the closing of the sale of our steelmaking coal operations, and the impact of geopolitical risk on the market for Teck’s products and the economy more generally. A detailed list of risk factors facing Teck can be found in our most recent Annual Information Form, which is available on SEDAR+ at www.sedarplus.ca.

As noted above, the relative significance of these risks shifts over time and the Board’s assessment of these risks and the risk ranking and appetite will depend in part on the context at the time of the assessment. The Board will continue to regularly review management’s processes in place for identification, monitoring, and mitigation of risk. The Audit Committee has separate processes in place to monitor risks related to financial reporting and other financial matters, and management’s processes to deal with those risks.

DUAL-CLASS SHARE STRUCTURE

Governance Considerations

In 2023, following shareholder approval, Teck implemented a six-year sunset period for the dual class share structure with the result that on May 12, 2029, the Class A Shares will automatically convert into Class B Subordinate Voting Shares, which will then be renamed common shares, on a one-for-one basis. Until that date, the Governance Committee will continue to assess governance principles and developments relating to our dual class share structure. The Board believes that Teck’s constating documents, governing statute, and established practices currently provide reasonable protection against potential process concerns and that our governance practices and track record reflect a consistent regard for the interests of all shareholders, notwithstanding the different voting rights inherent in our capital structure. Protections include:

Teck’s dual class share structure has been key in facilitating its growth into a major diversified Canadian mining company, as the principal Class A Shareholders have been committed long-term investors with a deep knowledge of Teck’s business and its industry, which is expected to continue during the sunset. The Board recognizes that this longer-term perspective has permitted Teck to make decisions that have helped grow shareholder value significantly over the last few decades and will continue to benefit all shareholders.  

While in the vast majority of matters that come before the Board, the interests of both classes of shareholders are entirely aligned, the Governance Committee and the Board recognize that, to fulfill Teck’s commitment to good governance, the dual class share structure requires vigilance and robust governance practices. The dual class share structure does create a disparity between voting interests and equity interests that could create some potential for conflicts of interest, as could arise in any public company where there is an identifiable shareholder or group of shareholders holding majority voting control, whether under a dual class share structure or a single voting class structure. Accordingly, the Board and the Governance Committee closely scrutinize any situation in which the interests of Class A Shareholders and Class B Subordinate Voting Shareholders could diverge.

In this respect, our governance practices are intended to avoid even the appearance of a potential conflict of interest. For example:

Importantly, there is no provision in Teck’s articles or by-laws that would permit Class A Shareholders to take any corporate action unilaterally. All decisions of Shareholders must be taken at meetings at which appropriate notice is given. So long as Teck has more than one class of voting shares, the Governance Committee and the Board will diligently apply appropriate measures to ensure governance that respects the interests of all shareholders.

Subordinate Voting Shareholder Protection

The Class B Subordinate Voting Share rights contain so-called “Coattail Provisions” providing that if an offer (an “Exclusionary Offer”) to purchase Class A Shares is not made concurrently with an offer to purchase Class B Subordinate Voting Shares on identical terms, then each Class B Subordinate Voting Share will be convertible into one Class A Share at the holder’s option, provided that any converted Class A Shares are deposited to the Exclusionary Offer. Any shares so converted will automatically convert back if they are withdrawn from the Exclusionary Offer or not otherwise ultimately taken up and paid for by the offeror.

The Class B Subordinate Voting Shares will not be convertible if holders of a majority of the Class A Shares (excluding shares held by the offeror) certify to Teck that they will not, among other things, tender their Class A Shares to the Exclusionary Offer. The Coattail Provisions will not apply if an offer to purchase Class A Shares does not constitute a “take-over bid” under applicable securities legislation or stock exchange requirements or is otherwise exempt from any requirement that the offer be made to all or substantially all holders of Class A Shares.

The above is a summary only and reference should be made to the full text of the Coattail Provisions in Teck’s articles, which are available on our website at www.teck.com.

BOARD RENEWAL

The Board annually reviews its processes for Board renewal and believes that effective Director renewal has taken place, with the nominated independent Directors having an average tenure of 3.9 years and six of the nine independent nominees having joined the Board in the last five years. The Board has adopted a term limit of 15 years for independent directors, requiring that independent directors will not stand for election at the shareholders’ meeting that is 15 years after the year during which they were first elected or appointed. This term limit applies to independent directors only.

In adopting the 15-year term limit for independent directors, the Board considered the long term and cyclical nature of the mining business and the significant length of time required to advance a mining project from the exploration stage to an operating mine. The Board continues to place emphasis on annual rigorous evaluation of all directors, regardless of the term limit. The Board relies on the ongoing appraisal of the skills and contributions of individual directors as against the combination of skills and experience required for the Board to function well, as determined in the annual evaluation process. The Board believes that this ongoing assessment of the Board’s needs, combined with a rigorous director evaluation process and periodic rotation of Committee chairs and members, allows the Board to maintain the appropriate balance between long tenure, which brings deep familiarity with Teck’s business, institutional memory, and long-term perspective on the mining industry, and fresh perspective, which can prompt re-examination of various aspects of the business and governance practices.

Of the 11 director nominees as at the Meeting date, 7 (64%) will have 5 years of service or less, 2 (18%), will have between 6 and 10 years of service, and 2 (18%) will have 11 or more years of service.

The Board believes that its approach combining a term limit with a holistic review as described above provides for effective Board renewal, ensuring the diversity of experience and skills required for effective decision making at both the Board and committee levels.

DIRECTORS’ SKILLS AND EXPERIENCE

The Board believes that a broad range of competencies and skills is necessary for the Board to discharge its responsibilities. The following skills matrix sets out the areas of expertise that the Board considers important in the context of our business. Each nominated director has identified their areas of expertise. All directors have leadership experience as CEO, CFO, or a similar senior management role in an organization of significant size or complexity. This matrix is evaluated annually by the Governance Committee, who use the skills matrix when assessing the needs of the Board in the context of succession planning and evaluating potential director candidates.

EQUITY, DIVERSITY, AND INCLUSION

Board Diversity

Teck values diversity. The Board believes having directors with diverse backgrounds and experiences benefits Teck by enabling the Board to consider issues from a variety of perspectives, which can enhance effective decision-making and strategic planning. When assessing potential candidates for nomination to the Board, the Governance Committee considers diversity characteristics, including gender, national origin, ethnicity, Indigenous heritage, and disability, in addition to business skills, qualifications and career history, including experience in foreign jurisdictions. In the final analysis, the Governance Committee values the insight and judgment that can be garnered from the broad spectrum of different approaches that a diverse slate of directors can bring to the issues facing Teck as a global mining enterprise.

The Governance Committee considers the level of representation of women, visible minorities, Indigenous peoples, and persons with disabilities in identifying and nominating candidates for election or re-election to the Board and has adopted specific measures to ensure that diverse nominees are considered when candidates for election to the Board are considered. The Board has adopted a written policy in this regard, which includes a requirement that search consultants retained to assist with the identification of potential candidates to the Board be instructed to ensure that candidates reflecting the Board’s diversity criteria, including those pertaining to gender diversity and representation of visible minorities, Indigenous peoples, and persons with disabilities, are brought forward for consideration.    

The Board has adopted a goal of having no one gender comprise more than 70% of its members at any time. At this time, the Board has not adopted any other diversity related targets with respect to the representation of visible minorities, Indigenous peoples, or persons with disabilities, due to the current level of diversity of its members, and the need to carefully consider a broad range of criteria when appointing directors, including skills and applicable residency requirements.

If all nominees proposed to be elected as directors at the Meeting are elected:

The Governance Committee annually reviews the process for ensuring that diversity criteria are considered in accordance with its policy when nominees to the Board are reviewed. The Board will measure the effectiveness of its policy over time by tracking Board diversity and reviewing candidate pools for diversity criteria.

Executive and Workforce Equity, Diversity, and Inclusion

The Board believes that diversity can help create a stronger company. We recognize that women in particular are underrepresented in management roles within our company and within the mining industry as a whole. In 2024, women represented 26% of all Teck employees. In 2024, women accounted for 29% of all new Teck hires. We are committed to equality of opportunity and are taking concrete steps to strengthen the diversity of our talent pipeline and increase the representation of women in management roles within Teck. These include:

With respect to members of senior management, the Board considers the level of representation of women in executive officer positions when making executive officer appointments, as part of a broader focus on diversity in our workforce and management. For this purpose, we define diversity to include differences in age, race, gender, physical attributes, belief, language, sexual orientation, education, social background, and culture.

As of March 3, 2025, of Teck’s 11 members of senior management (as defined in the CBCA), three (27%) identify as women, including the Board Chair, one (9%) identifies as a member of a visible minority, and none identify as Indigenous peoples or persons with disabilities.

In 2024, Teck adopted a goal of increasing the percentage of women working at Teck to 30% by the end of 2030. Teck has not adopted specific targets regarding number of executive officers who are women, visible minorities, Indigenous peoples, or persons with disabilities at this time, on the grounds that appropriate skills and experience must remain the primary criteria for such appointments, and out of a concern that the establishment of numerical targets could create a perception that persons in those roles have been appointed solely or primarily on the basis of those characteristics rather than their specific qualifications. We are committed, however, to taking measures to enhance the advancement of women in management. To that end, Teck has established an Inclusive and Respectful Workplace Steering Committee, chaired by Teck’s President and Chief Executive Officer, to oversee implementation and monitoring of Teck’s equity, diversity and inclusion initiatives.

Teck is seeking to increase participation of women and other diverse employees in all levels of its workforce. Teck completed its eighth annual gender equity pay review in 2024, including an analysis of annual incentive and review rankings by supervisors and promotions during the year. The review found no evidence of a systemic gender pay issue and continues to assist Teck in tracking progress of high potential female employees. Teck conducts a periodic Inclusion and Engagement survey to obtain feedback from employees. The last survey was conducted in 2022, in which over 7,000 employees responded across our operations, representing 59% of our workforce at the time. The next survey is scheduled for early 2025. In 2024, Teck also launched a monthly employee pulse survey to provide employees with additional opportunities to provide feedback and to help inform how we can improve work at Teck.

MANAGEMENT SUCCESSION PLANNING

In accordance with its mandate, the entire Board has oversight of succession planning for senior management. Succession plans for all senior positions are developed and maintained by the Senior Vice President and Chief Human Resources Officer (“CHRO”) in consultation with other senior executives. The Board annually reviews and considers a report from the CEO regarding potential internal succession candidates by position, as well as management’s action plan for positions where no succession candidate has been identified.

The Board separately considers succession as it relates to the CEO. The CEO and CHRO annually present a detailed report on potential CEO successors, which considers the state of readiness of internal succession candidates to succeed the CEO on an emergency, interim, and permanent basis, as well as development plans designed to give potential candidates critical experiences to enhance their readiness for succession. The Board reviews the report and discusses the attributes of each candidate in camera with the CEO to evaluate potential skills gaps vis-à-vis desired CEO attributes and abilities. Teck’s internal and externally facilitated executive development programs are aimed at providing participants with the skills and experiences necessary to be considered for more senior roles, including CEO.

ORIENTATION AND CONTINUING EDUCATION OF DIRECTORS

As part of Teck’s orientation program, new directors are given copies of all policies, codes and mandates and provided with guidance concerning Teck’s business and disclosure practices. Executive leadership team members are made available to meet with new directors to familiarize them with Teck’s operations, programs, and projects. This program is intended to provide insight into Teck’s business and familiarize new directors with the policies and programs they require to perform their duties effectively.

Teck’s ongoing director education programs entail, as a matter of routine each year, site visits, presentations from outside experts and consultants, briefings from staff and management, and reports on issues relating to Teck’s projects and operations, sustainability and social matters, competitive factors, mineral reserves and resources, the economy, accounting and financial disclosure issues, and other initiatives intended to keep the Board informed of new developments and challenges that Teck may face. Analysts’ reports relating to the industry are distributed to directors regularly along with selected press clippings covering the industry and Teck’s peers. Directors hold an annual strategy meeting to consider Teck’s possible growth paths and other strategic matters. Directors are also encouraged to attend, at Teck’s expense, industry conferences and director education seminars and courses.

Directors’ continuing education during 2024 included the following:

SHAREHOLDER ENGAGEMENT

The Board believes that constructive engagement with Shareholders can provide valuable insight and assist the Board in maintaining high standards of governance, particularly important in the context of Teck’s dual class share structure. The Board has adopted a Shareholder Engagement Policy to address how Shareholders can engage with the Board, which is available on Teck’s website.

The Board Chair and the Chairs of the Compensation and Governance committees are available to respond to inquiries regarding governance matters, including the Board’s approach to executive compensation. Requests for meetings will be considered on a case-by-case basis. The Board will generally leave substantive discussion regarding the state of Teck’s business to management and may be restricted from discussing certain issues but will endeavour to respond to all correspondence on appropriate topics on a timely basis, having regard to Teck’s Corporate Disclosure Policy. The Board encourages shareholder participation at the Meeting, and the Chair will be available at the Meeting to answer shareholder questions concerning governance matters.

Teck strives to keep Shareholders informed with respect to its business activities and financial results, including holding quarterly earnings conference calls, participating in roadshows and attendance by management members at numerous investor conferences, some of which are webcast. Teck’s executive management held a strategy day in November 2024 to present Teck’s strategy for generating value for shareholders and stakeholders and lay out the company’s disciplined copper growth investment pathway and capital allocation framework.

The Board, CEO and executive leadership, team engage with Shareholders on an ongoing basis. Since our last annual meeting, the Board Chair and the Chairs of the Compensation and Governance Committees met with shareholders holding an aggregate of 18.5% of the Class B Subordinate Voting Shares. Discussion topics have included the completion of the sale of Teck’s steelmaking coal business, Teck’s new strategy and copper growth portfolio, Teck’s capital allocation framework, the QB2 ramp-up, executive compensation, executive talent management, board diversity, succession planning, and various other environmental, social and governance matters, in accordance with the Shareholder Engagement Policy. The Board intends to continue this shareholder engagement program in 2025.

INFORMATION ABOUT SUSTAINABILITY

Our sustainability strategy is integrated into decision-making by embedding it into management standards, executive compensation, and corporate, site and employee annual plans and objectives. Teck has adopted and implemented social and environmental policies, including a Code of Sustainable Conduct, which sets out specific requirements related to:

Teck has also adopted the following Board-approved policies, which are reviewed on a regular basis:

Teck has taken steps to implement the Code of Sustainable Conduct and related policies through adoption of our Health, Safety, Environment and Community Management Standards, which provide direction to all operations and auditable criteria against which performance is measured.

In 2024, Teck published its 23rd annual Sustainability Report. Teck also published the Climate Change and Nature 2024 Report, which is aligned with both the TCFD and TNFD recommendations and sets out Teck’s climate- and nature-related goals and related work plans. It is available on our website at www.Teck.com/Reports.

Teck has been recognized as a leader in sustainability and responsible resource development in several indices and through awards for our sustainability and safety performance. A selection of Teck’s recent achievements is set out below.

INFORMATION ABOUT EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

This section outlines Teck’s approach to executive compensation and outlines the Board’s compensation review and decision-making process and the policies, practices, programs and awards for Teck’s NEOs, who are the CEO, CFO and the three other most highly compensated executive officers at Teck. Teck’s 2024 NEOs were:

Performance Highlights for 2024

Teck’s performance in 2024 included several significant highlights, including:

Financial Performance

Operating and Development

Safety and Sustainability Leadership

Summary of 2024 Compensation Outcomes

Teck’s 2024 annual incentive plan payouts reflect the transformational year during which we completed the sale of our steelmaking coal business and began our transformation into a pure-play energy transition metals company, demonstrated strong performance against our financial, health and safety, and sustainability metrics, while recognizing the challenges associated with completion and ramp-up of our QB2 project and other operational performance challenges where we did not meet certain production and cost targets.

In 2022, we amended the vesting schedule and performance metrics applicable to our performance-linked equity compensation plans, instituting a full three-year vesting period, which is the maximum allowed under applicable Canadian income tax rules. As a result, no performance-linked equity awards vested or were paid out in 2024, and the first vesting date for such awards is March 1, 2025.

In addition, in 2024 we significantly amended the annual incentive plan program, eliminating the business unit component and simplifying and streamlining the company component scorecard to focus on financial and operational performance, sustainability and safety, and achievement of strategic objectives. Further details on these changes can be found beginning on page 40.

The table below summarizes the 2024 outcomes under the annual incentive plan.

Realizable Pay

The value that our executives realize from our equity programs is a key driver of the pay for performance relationship. Our emphasis on equity compensation and significant shareholding requirements for executives create a direct link between compensation and share price performance. A significant portion of target direct compensation is comprised of equity based long-term incentive awards. Accordingly, due to Teck’s share price performance in 2024, the realizable value of executives’ equity awards, including in-the-money value of stock options and marked-to-market value of share units, increased.

Teck operates in a cyclical industry and the realizable value of long-term incentives can vary dramatically from year to year and actual proceeds realized on vesting or payout of these awards may vary significantly from their current realizable values. Over the longer term, our realizable pay outcomes tend to reasonably reflect our target compensation levels, with significant volatility over the shorter term due to the cyclical nature of our business. Further details of this analysis can be found on page 45.

Compensation Philosophy and Approach

Our executive compensation programs are designed to meet the following objectives:

Teck operates in a highly cyclical, capital-intensive industry with a long-term view to building value for our shareholders through the commodity cycle. Our share price performance is strongly influenced by changes in commodity prices, regardless of the operating performance of our business, so our incentive programs focus on financial, operational, strategic and sustainability performance. Teck’s Board is committed to paying for performance and providing strong alignment with shareholder experience through:

Compensation Governance

The following table sets out the roles and responsibilities of the compensation process participants:

Compensation Consultant

Since 2012, the Compensation Committee has engaged Meridian to serve as independent advisor to the Compensation Committee, reporting directly to the Compensation Committee. Meridian does not provide any other services to Teck. The table below shows fees paid to Meridian for the last two financial years:

Compensation Risk

Our executive compensation program is designed to incentivize Management to increase long-term shareholder value within the framework of our risk management tolerance. Our risk management processes include regular reporting of key risks to the Board, and risk management is a standing agenda item for senior management meetings. This process supports a strong embedded risk management culture throughout the organization. In the normal course of business, Teck has strong control measures, including approval authority levels for corporate commitments and spending limits.

The Compensation Committee incorporates risk considerations in its ongoing compensation oversight role and periodically receives reports from its independent advisor, Meridian, reviewing compensation-related risks. Based on these reports and its ongoing compensation program review, the Compensation Committee determined in 2024 that it had a reasonable basis to conclude that there are no risks from the compensation programs that are reasonably likely to have a material adverse effect on Teck.

The following are key risk mitigating features of Teck’s executive compensation program:

Compensation “Clawback” Policy

In accordance with changes to the NYSE rules that are applicable to Teck, in 2023 the Board adopted a formal compensation reimbursement policy with expanded requirements for executive officers to. Details of the new policy include:

There have been no required reimbursements under this policy or Teck’s previous policy to date.

Share Ownership Guidelines

In 2024, the Compensation Committee continued to apply market competitive share ownership guidelines for NEOs, which they have five years to comply with from the date of appointment, as follows:

As of December 31, 2024, based on the value of share units using the closing price of the Class B Subordinate Voting Shares on the TSX on December 31, 2024, all of the NEOs who were subject to compliance met the shareholding requirement. NEOs may also meet the mandatory minimum based on the grant date value of share units issued to them.

The following table shows the number of Teck shares and share units held by each NEO who is a current employee as at December 31, 2024, the value of those holdings using the closing price of the Class B Subordinate Voting Shares on the TSX on that date, the value of shares and share units required to meet the shareholding requirement.

The Compensation Committee has considered whether to implement mandatory holding periods following retirement for senior executives to align with certain commentators who regard such a policy as an important safeguard against short-term risk-taking behaviour by management. The Compensation Committee considers that such a policy could have unintended consequences in terms of retention in a volatile and cyclical industry such as the mining and metals industry and has decided not to impose such a requirement. PSUs and PDSUs held by management at their retirement date do not have accelerated vesting and must be held until their original vesting date, up to 3 years following retirement, which provides the same benefits as a mandatory holding period following retirement, but without the unintended retention consequences.

Compensation Comparator Group

The Compensation Committee believes that Teck’s long-term success hinges on the quality of the executive team and that Teck must be able to attract and retain the talent required to successfully operate and expand our business in a competitive marketplace. Our compensation program is therefore market-driven and performance-based and benchmarked against a Compensation Comparator Group that represents the market for executive talent. A separate Performance Comparator Group consisting of resources companies that Teck competes with for capital and with similar commodity exposure is used for judging performance under our PSU and PDSU plan (described in Appendix A “Equity Incentive Plans”).

In developing the Compensation Comparator Group, the Compensation Committee identifies companies of a similar scope and complexity, considering a variety of relevant criteria, including:

The 2024 Compensation Comparator Group consisted of the following:

In September 2023, the Compensation Comparator Group was reviewed by the Compensation Committee with the assistance of Meridian, and following completion of the Coal Sale Transaction, the new Compensation Comparator Group was used to benchmark Teck’s compensation practices against, to more closely reflect the profile and portfolio of Teck post-closing.

Annual Review and Approval Cycle

The Compensation Committee annually reviews our compensation programs, with reference to Compensation Comparator Group practices and advice and benchmarking data provided by Management and Meridian. Management proposes target compensation for NEOs other than that CEO, including pay mix, “at risk” pay, base salaries, and annual and long-term incentive compensation levels, which is reviewed and approved by the Compensation Committee with input from Meridian. The Compensation Committee considers CEO compensation separately taking into consideration CEO performance and the advice it has received from Meridian.

Following year-end, management assesses performance against objectives and presents proposed performance achievement levels and overall compensation results to the Compensation Committee, which reviews and considers whether outcomes are fair and reasonable in light of corporate, business unit and individual executive performance, applies judgment where appropriate, and recommends the final compensation results to the Board for approval.

We consider a variety of factors in setting executive compensation, including performance against objectives, market conditions, shareholder experience, and alignment with our compensation objectives. This includes competitiveness of the compensation program and our ability to attract, motivate and retain talented employees and executives, based on benchmarking data and actual experience during recruitment. Total direct compensation is targeted within a competitive range of the median of the Compensation Comparator Group. Recognizing that market data is inherently imprecise and may not be reflective of the specific roles, responsibilities and experience of Teck’s NEOs, we use judgment to interpret market data and set target compensation levels. Compensation may also be above or below the assessed market median based on an incumbent’s performance, experience, tenure, and internal pay equity.

Our process for setting performance goals and reviewing performance against those goals is illustrated below.

Setting Performance Objectives

The CEO, in consultation with the Board and senior management, is responsible for developing Teck’s overall strategic plan. The CEO then develops an annual business plan and sets out corporate objectives consistent with that strategy, which are reviewed and approved by the Board. These objectives include corporate, financial, and strategic objectives that form the basis for assessing the CEO’s annual performance.

The CEO meets with the NEOs and other senior executives to discuss the annual corporate objectives. The senior executives, in consultation with the CEO, then set individual performance objectives linked to Teck’s strategy, annual business plan, and corporate objectives related to their respective areas of responsibility, which are discussed with the Compensation Committee.

Reviewing Performance

In reviewing performance and making compensation recommendations to the Board, the Compensation Committee considers the CEO’s performance with respect to the achievement of corporate objectives, strategic and annual business plans, and the CEO’s individual performance relative to his goals.

The Compensation Committee consults with the CEO concerning his evaluation of the performance of the NEOs and other senior executives and the CEO makes recommendations to the Compensation Committee regarding executives’ salary increases, annual incentives, long-term incentives, and total compensation. The Compensation Committee’s recommendations regarding NEO compensation are presented to the Board for approval.

COMPENSATION COMPONENTS

Teck incorporates a number of fixed and variable components into its compensation programs, including base salary, annual cash incentives, long-term equity incentives, pension, and health and other benefit plans.

The following table sets out the basic details of our compensation framework for NEOs in 2024.

The following charts set out the weighting of the direct compensation provided to the CEO and to the remainder of our NEOs in 2024, apart from health, disability, and life insurance benefits, pension and retirement programs, and perquisites. As shown in these charts, the total value is heavily weighted to “at risk” variable compensation (i.e. annual and long-term incentives).

Component: Base Salary

Base salary is determined based on the scope of the individual role, responsibilities, skills and performance of the incumbent. The Compensation Committee annually reviews the base salaries of the NEOs as against the similar roles within the Compensation Comparator Group to ensure that they remain competitive, targeting the market median.

Component: Annual Incentive Program

Our annual incentive program is focused on short-term performance and risk mitigation, including operational, financial, health and safety, sustainability, and achievement of annual corporate objectives. Target annual incentives are a percentage of base salary and annual incentive awards are based on assessment against objectives measuring performance at the corporate and individual level. We include safety and sustainability as key metrics of our evaluation of corporate performance in order to embed these core values in Teck’s culture and pay philosophy.

For NEOs, beginning in 2024, annual incentives are based 75% on corporate performance and 25% on individual performance. Corporate performance is based on a company component scorecard with five metrics weighted as noted below. In 2025, the weighting will be adjusted to 40% operational performance, 20% financial performance, 20% based on achievement against corporate objectives, and 10% for health and safety and sustainability.

Corporate Component

Operational performance is measured against budgeted production and cost targets for each site established at the beginning of the year, weighted based on the size and importance of each site to Teck. These targets are stretch targets but are commercially sensitive so are not disclosed.

Financial performance is based on Adjusted EBITDA performance relative to our budgeted EBITDA. EBITDA is a non-GAAP financial measure and refers to the profit attributable to shareholders before net finance expense, provision for income taxes, and depreciation and amortization. Adjusted EBITDA is EBITDA before the pre-tax effect of certain types of transactions that reflect measurement changes on Teck’s balance sheet or are not indicative of normal operating activities. Teck believes that using Adjusted EBITDA assists readers to

better understand the results of Teck’s normal operating activities and the ongoing cash-generating potential of the business and that, as a compensation metric, it is a reflection of management’s ability to operate the business and control the controllable.

At the beginning of each year, a preliminary target EBITDA is determined based on budgeted commodity prices. We do not disclose the production and sales targets that the target EBITDA is based on as they are commercially sensitive, but the target level of performance is calibrated based on the approved budget for the year and is set at a level that requires significant effort to achieve.

Health and safety performance is measured consistent with best practices using both leading and lagging indicators to measure our safety performance relative to targets set at the beginning of the year based on key health and safety strategic objectives. Discretion may be used to adjust the overall annual incentive awards to reflect safety outcomes. In the event of a fatality, a negative adjustment may be recommended on the overall annual incentive awards based on the outcomes of the relevant investigation.

Sustainability performance in 2024 was based on three focus areas of sustainability risk improvement, incident management, and other site-specific sustainability goals. The Sustainability risk improvement metrics for 2024 were the same across sites, focusing on the effectiveness of processes and systems to reduce or manage risk of key environmental and social risks. The incident management metrics were focused on incident tracking, corrective actions, management system upkeep, and learnings from incidents. Site-specific metrics for sustainability goals were developed by each site and reflect each operation’s specific priorities related to tailings, water, climate change, or reclamation/biodiversity.

Achievement against key corporate objectives established at the beginning of the year is assessed holistically by the Compensation Committee, giving consideration to progress on key milestones within strategy that may not immediately contribute to financial performance but require ongoing skillful work by our executives to ensure long-term success. Results may be adjusted by the Board on the recommendation of the Compensation Committee based on a qualitative review considering the quality and sustainability of the financial results and the impact of any extraordinary unforeseen events during the year.

Individual Component

At the end of the year, the CEO meets with each of the NEOs to complete a formal review of achievements against their stated objectives and to share performance feedback. The CEO then assesses the performance of each NEO on a holistic basis considering a variety of factors, including performance against their individual objectives, and provides a recommended individual performance rating for the individual component of the annual incentive plan to the Compensation Committee. The CEO is reviewed on a similar basis with the individual performance rating determined by the Committee and approved by the Board.

Overall Annual Incentive Rating

The overall annual incentive ratings determined for NEOs reflect the sum of the performance for each weighted component and can range from 0% to 200% of target depending on the actual level of performance achieved, with 100% payable at the target level of performance for each component. Weightings and performance measures for each component of the annual incentive program, as well as target bonuses for the NEOs, are set out in the following table.  

Component: Long-Term Incentive Program

Effective for grants beginning in 2024, the Compensation Committee approved a change in long term incentive grant mix from 50% stock options and 50% performance share units to 25% stock options, 25% restricted share units, and 50% performance share units. Our long-term incentive program for NEOs in 2024 was 75% at risk, contingent on performance, and was comprised of:

Detailed descriptions of our equity incentive plans can be found in Appendix A “Equity Incentive Plans”. Long-term incentive awards are designed to foster and promote Teck’s long-term financial success by:

Long-term incentives are targeted to represent a significant portion of their direct compensation, to align with shareholder interests. The CEO provides recommendations to the Compensation Committee regarding long-term incentive grants to the NEOs and executives other than himself, based on the overall objective of targeting total direct compensation within a competitive range of the market median.

Stock Options

Stock options have a ten-year term, vest in three tranches on the first, second and third anniversaries of grant and have an exercise price equal to the closing price of the Class B Subordinate Voting Shares on the TSX on the date prior to the grant. Grant date fair value of stock options is determined using the Black-Scholes method. We base the number of stock options granted on a target dollar value and the share price on the day prior to the grant date.

Performance Share Units and Performance Deferred Share Units

PSUs and PDSUs vest after a performance period of three years, with PSUs paying out on the vesting date while PDSUs must be held until after the executive ceases employment with Teck. Executives may take up to 50% of their performance unit grant as PDSUs in any given year. We base the number of performance share units granted on a target dollar value and the VWAP of the Class B Subordinate Voting Shares on the TSX for the 20-day period prior to the grant date. The number of PSUs or PDSUs that vest at the end of the three-year performance period ranges from 0% to 200% of the number of units originally granted, depending on a performance factor.

The performance factor for PSU and PDSU grants issued since 2022 is based on a balanced scorecard that is considered and updated each year as appropriate. For PSU and PDSU grants made in 2022 and 2023, the performance factor was based on a balanced scorecard framework incorporating five different metrics as set out in the table below.

For PSU and PDSU grants made in 2024, the performance factor was based on a balanced scorecard framework incorporating four different metrics as set out in the table below.

Each of the sustainability objectives in the sustainability progress index aligns with Teck’s overall corporate strategy and measures Teck’s progress against specific goals in five key areas: climate change; biodiversity and reclamation; tailings facilities management; equity diversity and inclusion; and performance on ESG ratings and rankings. Two of the metrics are aligned with metrics included in our sustainability-linked loan facility. Details on the sustainability progress index and how we intend to measure each of the elements of the performance metrics are set out in Appendix A “Equity Incentive Plans”.

Restricted Share Units

NEOs receive 25% of the target value of their long term incentive awards as RSUs, which vest after a three-year period and are paid out based on the paid out based on the VWAP of the Class B Subordinate Voting Shares on the TSX for the 20-day period prior to the vesting date. We base the number of performance share units granted on a target dollar value and the VWAP of the Class B Subordinate Voting Shares on the TSX for the 20-day period prior to the grant date.

ANALYSIS OF 2024 COMPENSATION RESULTS

Results: Base Salary

For 2024, base salary accounted for 14.3% of the CEO’s and an average of 21.3% of the other NEO’s total direct compensation. In February 2024, the Board approved salary increases of 5.2% for the CEO and an average of 5.3% for the other NEOs, effective April 1, 2024 in order to align salaries with the median of compensation comparator group, based on benchmarking conducted by Meridian.

Certain NEOs received compensation adjustments in September 2024 in connection with the implementation of a new operating model at Teck, under which certain functions or responsibility were reallocated among a more streamlined executive team.

Results: Annual Incentive Program

Overall performance rankings in our annual incentive program reflect the transformational year during which we completed the sale of our steelmaking coal business and began our transformation into a pure-play energy transition metals company, demonstrated strong performance against our financial, health and safety, and sustainability metrics, while recognizing the challenges associated with completion and ramp-up of our QB2 project and other operational performance challenges where we did not meet certain production and cost targets.

Corporate Performance

Consistent with the terms of our updated annual incentive plan as described above, the overall corporate rating for 2024 was 113%, based on financial performance assessed based on adjusted results against budget of 101% of target; sustainability performance assessed at 116%; health and safety performance assessed at 120%; operational performance against budget of 85%.

Achievement of key corporate objectives was assessed at 200%, including based on the following qualitative factors, weighted in terms of their relative significance to Teck:

In considering these factors, the Compensation Committee put particular emphasis on the number of strategic initiatives that were advanced contemporaneously.

The sustainability score was based on assessment on each sites performance on the three focus areas, which was then averaged to provide the overall rating. Areas of focus for our operations in 2024 included:

The health and safety modifier was based on assessment against the 2024 objectives, including:

Teck’s safety performance in 2024 improved over 2023, including a reduction in High Potential Injury Frequency by 14% and HPI vehicle incident rate by 55%. Teck also met or exceeded targets that were set for leading indicators.

The Safety & Sustainability Committee reviewed and recommended the sustainability- and health and safety-related performance ratings prior to approval by the Board.

Individual Performance

For 2024, the Compensation Committee determined that the NEOs had met their respective individual objectives. A three-year look back on CEO and average NEO performance ratings is set out below reflecting alignment with Teck’s performance overall in that period.

The following summarizes the individual performance achievements for each NEO in relation to the performance objectives established at the beginning of the year.

Results: CEO Annual Incentive Bonus

Based on the ratings set out above, the annual incentive award made to the CEO for 2024 was calculated as follows. The same formula is used to calculate the annual incentive bonus for other NEOs.

The CEO’s total 2024 annual incentive award was higher than the target of 140% of base salary at 162% of base salary, to represent his strong performance in 2024.

Results: Long-Term Incentive Program

Long-term incentive grants represented approximately 62% of CEO and an average of 53% of the other NEO’s direct compensation mix in 2024. The total number of performance share units granted was higher than in 2023 due to the lower underlying share price and the associated decrease in fair value of a performance share unit. The total number of stock options was lower despite the lower underlying share price and associated decrease in fair value of a stock option, which would normally increase the number of stock options, due to the change in long term incentive grant mix noted above.

Performance Share Units and Performance Deferred Share Units Results

As noted above, there were no PSUs or PDSUs that vested in 2024 as a result of the change in the vesting schedule for performance linked equity compensation. Units granted in 2022 will vest in March 2025 and will be reported in detail in the compensation discussion and analysis for the annual meeting held in 2026.

SUMMARY OF TOTAL COMPENSATION FOR NEOS

The following table sets out total compensation for three most recently completed financial years for Teck’s NEOs.

Analysis of Realizable Pay

Alignment of Long-term Incentives with Share Performance

Teck bases a significant portion of its compensation on long-term incentives, to align management’s compensation with shareholder experience. The Compensation Committee recognizes the need to regularly assess the actual results of its long-term incentive plans to evaluate the alignment between pay and performance, especially when commodity prices vary significantly.

The summary compensation table above sets out in accordance with relevant regulatory requirements the grant date fair value of long-term incentives in the form of share-based and option-based awards to NEOs, based on the closing price of Class B Subordinate Voting Shares as at the grant date of the relevant awards. The Compensation Committee recognizes that these grant date fair value estimates do not reflect the actual compensation received by the NEOs when these awards are ultimately realized, which may be significantly higher or lower than the grant date fair value.

The realizable value of the stock option awards issued to NEOs is currently substantial due to the increase in the market price of the Class B Subordinate Voting Shares as a result of strong commodity prices. Since 2022, our Class B Subordinate Voting Shares have performed well vs. the majority of the peer companies, resulting in opportunities for our NEOs to realize value from their stock options and performance share units that vested in December 2022 and 2023.

The realizable value of performance share units that paid out from 2019 to 2021 was closer to or substantially below their grant date fair value. In a volatile cyclical industry such as the metals and mining industry, occasional large payouts under long-term incentive plans are both expected and necessary to provide compensation that, over the long term, is aligned with company performance and shareholder experience. The Compensation Committee takes this into account in assessing the reasonableness of its grant process. In the long-term, there has been strong alignment between the CEO’s realized total direct compensation and TSR over consecutive periods from the grant date to vesting.

Performance Graph

The following graph illustrates Teck’s five-year cumulative TSR (to December 31, 2024, assuming reinvestment of dividends on each dividend payment date) on a $100 investment on December 31, 2019 in Class A Shares and Class B Subordinate Voting Shares on the TSX compared to the return on a comparable investment on the S&P TSX Composite Index and the S&P TSX Global Mining Index during the same period. As the S&P TSX Global Mining Index reflects the performance of 75 global mining companies, it serves as a broad sector specific benchmark against which to compare Teck’s share price performance.

Aggregate grant date value of NEO compensation has decreased since 2020. There was an increase in 2022 during a period of high executive transitions within the NEO group. Over that time, the total shareholder return for shareholders has risen, outperforming the S&P/TSX Global Mining Index and the S&P/TSX Total Return Index since mid-2020.

The aggregate cost of NEO compensation in 2024 was equal to 0.28% of Teck’s 2024 revenue.

Outstanding Share-Based Awards and Option-Based Awards

The following table shows all awards outstanding to each NEO as at December 31, 2024.

Incentive Plan Awards – Value Vested, Earned or Realized During the Year

The following table shows the number and value of the incentive plan awards which vested or were earned for each NEO in the fiscal year ending December 31, 2024.

Stock Option Exercises

The following table sets out the gains realized upon the exercise of stock options by NEOs in 2024. Further information on long-term realizable pay can be found beginning on page 45. The aggregate value realized upon exercise is the difference between the fair market value of the Class B Subordinate Voting Shares on the exercise date and the exercise price of the option.

PENSIONS

Defined Contribution Plans

Messrs. Bharmal and Hooper and Ms. Prystai are participants in the defined contribution Teck Cominco Metals Ltd. Retirement Income Plan (the “DC Plan”), which is a registered pension plan under the Tax Act. They also participate in the defined contribution provision of the Supplementary Retirement Income Plan (the “DC Supplementary Plan”). Entitlements under the DC Plan vest on the date the NEO joins the DC Plan, while entitlements under the DC Supplementary Plan only vest 100% upon completion of five years as a member of the DC Supplementary Plan member. None of the NEOs participate in defined benefit pension plan arrangements.

In 2024, Teck contributed $32.490 for each participating NEO to the DC Plan, which is the maximum allowable under the Income Tax Act. The DC Supplementary Plan provides for notional contributions of 13% of base salary minus contributions remitted to the registered pension plans. Contributions to the DC Plan are invested in accordance with the individual participant’s election from the investment options offered to all plan members.

On retirement, the NEO is entitled to the distribution of the accumulated value of contributions under the DC Plan, as a lump sum, and the accumulated value of notional contributions under the DC Supplementary Plan, as a series of 120 equal monthly payments.

The amounts reported in the table below show the aggregate account balances for the two DC plans for each of these NEOs at the start of the year and at the end of the year, as well as the contributions made to the plans in the year:

The amounts in the “Compensatory” column include the employer contributions to the DC Plan and notional contributions to the participant’s DC Supplementary Plan accounts. Mr. Price is not currently a member of either any pension plan. Instead, he receives a cash amount in lieu of pension plan contributions. In 2024, that amount was $209.300.

Teck will provide each NEO with a post-retirement spending account if they meet certain service and retirement thresholds.

Defined Benefit Plans

Until his retirement in 2024, Mr. Sheremeta was accruing benefits under the Pension Plan for Executive and Qualified Senior Salaried Employees and under a supplemental pension arrangement. His total annual retirement benefit is equal to 1.2% of his highest average annual earnings in a 36 consecutive month period up to the average year’s maximum pensionable earnings (“YMPE”) plus 1.7% of his highest average annual earnings in a 36 consecutive month period in excess of the average YMPE, multiplied by years of service. Earnings include base pay and short-term incentive award. The normal retirement age for payment of the accrued pension is age 65. Mr. Sheremeta retired effective October 1, 2024. The pension is payable in the form of a joint and 60% survivor pension. Teck will provide Mr. Sheremeta with post-retirement benefits, including life insurance for up to the earlier of five years after retirement or age 70, and medical, extended health and dental coverage.

The following table provides relevant information with respect to the pension entitlements of Mr. Sheremeta as of December 31, 2024.

The annual benefits payable are based on highest annual average earnings at December 31, 2024. The actuarial valuation method and the significant assumptions that Teck applied in quantifying the accrued obligation at the end of the year are described in the footnotes to Teck’s audited consolidated annual financial statements for the year ended December 31, 2024. The amounts in the “Compensatory Change” column include the service cost for the year and the impact of any differences between the estimated earnings at the start of

the year and the actual earnings at the end of the year on the accrued obligation. The amounts shown in the “Non-Compensatory Change” column include interest and the impact of changes that were made to the assumptions used to value the accrued benefits.

TERMINATION AND CHANGE IN CONTROL BENEFITS

The NEOs each have employment agreements that detail their position, duties, and compensation and benefits (including base salary, annual incentive, share units and stock options, pension, vacation, and other perquisites), as well as provisions on resignation, retirement, termination for cause, termination without cause and termination following a Change in Control (as defined below).

No incremental payments or benefits are payable to any NEO upon a Change of Control unless the NEO is terminated by Teck without cause or resigns for good reason within 12 months of a Change of Control. For this purpose, “good reason” shall mean any significant change that is adverse to the executive’s position, status, job description, actual authority, work environment or compensation, including any requirement that the executive work greater than fifty kilometres from the office in which the executive works prior to the Change in Control, any change resulting from material reduction in the size or complexity of Teck’s business, or any adverse change in the reporting relationship of the executive, other than a change in the identity of the person or persons to whom the executive reports.

A Change in Control is defined for these purposes as:

The following table summarizes material terms and conditions that apply in the event of a separation event:

For an executive to receive payments following a termination without cause, the executive must:

These obligations do not apply if the executive is terminated by Teck within 12 months of a Change in Control or where the executive resigns for good reason (as described above) within 12 months of the Change in Control.

The following table shows the estimated compensation payable assuming an NEO had been terminated effective on December 31, 2024, in connection with the applicable separation event.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table shows securities authorized for issuance under Teck’s equity compensation plans as at December 31, 2024.

The following summarizes the number of stock options granted in the past three years and the resulting dilution and burn rate:

OTHER INFORMATION

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Since January 1, 2024, except as described in this Circular, no informed person or proposed director of Teck, any associate or affiliate of any informed person or proposed director, or other related party had a material interest, direct or indirect, in any transaction or proposed transaction which materially affected or would materially affect Teck or any of its subsidiaries.

INTEREST OF DIRECTORS AND OFFICERS IN MATTERS TO BE ACTED UPON

To the knowledge of Teck, other than as disclosed elsewhere in this Circular and other than as a result of any direct or indirect ownership of Teck shares, as at March 3, 2025, no person who has been a director or officer of Teck at any time since the commencement of Teck’s last financial year, or any associate or affiliate of any of the foregoing, 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.

AUDITOR

Teck’s auditor is PricewaterhouseCoopers LLP, Chartered Professional Accountants.

AVAILABILITY OF DOCUMENTS

To request a copy of our core disclosure documents free of charge, including the Annual Report and Circular, please contact our Corporate Secretary at our registered and head office: Suite 3300 – 550 Burrard Street, Vancouver, BC V6C 0B3. These documents can be viewed on our website at www.teck.com/reports. Additional information about Teck is available on SEDAR+ at www.sedarplus.ca. Financial information is provided in Teck’s annual financial statements and the management’s discussion and analysis for our most recently completed financial year. Additional disclosure regarding Teck’s Audit Committee, including the full text of the Audit Committee Charter, can be found in our Annual Information Form for the year ended December 31, 2024. We also file our Annual Report with the United States Securities and Exchange Commission under Form 40-F. This document can be viewed on EDGAR at www.sec.gov/edgar.

INSURANCE

Our by-laws provide for indemnification of current and former directors and officers against costs related to any action or proceeding to which they are made a party because of their position as a director or officer of Teck, subject to the limitations in the CBCA. Teck has purchased insurance policies against liability incurred by directors or officers in the performance of their duties, for the benefit of Teck and such directors and officers. In 2024, Teck paid premiums of approximately US$2.5 million for US$200 million coverage for directors and officers and US$200 million for Teck, with no deductible for directors’ and officers’ coverage and a US$2.5 million deductible for Teck’s coverage. No claims have been made to date.

BOARD OF DIRECTORS’ APPROVAL

The contents and sending of this Circular have been approved by the directors of Teck Resources Limited.

“Amanda R. Robinson”

Amanda R. Robinson

Vice President, Legal and Corporate Secretary

Vancouver, British Columbia

March 3, 2025

APPENDIX A

EQUITY INCENTIVE PLANS

Stock Option Plan

Teck currently has options outstanding under one stock option plan, the Option Plan. Under the Option Plan, options may be granted to full-time employees of Teck or a subsidiary who are or who demonstrate the potential of becoming key personnel. The following table sets out as at December 31, 2024 the number and percentage (on a non-diluted basis) of Class B Subordinate Voting Shares reserved or available for issuance under the Option Plan:

The Board determines the amount of options granted and the applicable exercise price, which must be not less than the closing sale price of the Class B Subordinate Voting Shares on the TSX on the last trading day prior to the grant date. The maximum term of any option is 10 years and, unless otherwise determined by the Board, options vest in three equal instalments on the first, second and third anniversaries of the grant date. Class B Subordinate Voting Shares reserved for issuance under options under our Option Plan that expire or terminate without being exercised are returned to the pool available for grant.

The aggregate number of Class B Subordinate Voting Shares issuable to insiders of Teck at any time or issued to insiders of Teck within any one year period pursuant to the Option Plan and any other Teck share compensation arrangements may not exceed 10% of the aggregate number of issued and outstanding Class B Subordinate Voting Shares and Class A Shares. Options are not transferable or assignable except to the legal personal representatives of a deceased optionee.

Options granted under the Option Plan will not be affected by any change of office or employment of the optionee so long as the optionee continues to be employed by Teck or its subsidiary. Treatment of options on termination of employment differs depending on the reason for termination, as set out in the table below:

The Option Plan provides for certain adjustments in the number and kind of securities or other property issuable upon exercise upon the occurrence of certain events, including the subdivision or consolidation of the Class B Subordinate Voting Shares, the amalgamation, merger or business combination of Teck, a re-designation of Class B Subordinate Voting Shares, or a take-over bid for the Class B Subordinate Voting Shares. The Board may in its discretion accelerate the vesting dates and the expiry dates of outstanding options in the event of certain take-over bids and business combinations.  

The Option Plan provides optionees with a share appreciation right (a “SAR”), in lieu of exercising, to realize the appreciation in value of the Class B Subordinate Voting Shares underlying such option, determined by multiplying the applicable number of Class B Subordinate Voting Shares by the excess of the current market value over the exercise price. A SAR may not be exercised in respect of more than 10,000 Class B Subordinate Voting Shares and up to 50% of the amount received may be applied to the purchase of Class B Subordinate Voting Shares from treasury at current market value.

Employees are prohibited from trading in Teck securities with knowledge of material information concerning Teck that has not been publicly disclosed. Teck establishes regular blackout periods during which employees may not trade in Teck securities, including exercising options. Under the Option Plan, options that would otherwise expire during or immediately following a blackout period will remain exercisable until the end of the fifth business day after the blackout period ends.

The Board may discontinue or amend the Option Plan at any time, provided, that shareholder approval must be obtained to:

The Board’s discretion includes, without limitation, the authority to make amendments to clarify any ambiguity, inconsistency or omission in the Option Plan and other clerical or housekeeping amendments, to alter the vesting or termination provisions, and to modify the mechanics of exercise. All amendments require stock exchange approval, and no amendment that could adversely affect an optionee may be made without the consent of the affected optionee.

To accommodate differences in local law, tax policy or custom applicable to non-Canadian optionees, the Board may provide additional or varied terms in option agreements as it considers necessary or appropriate.

Share Unit Plans

Teck has four share unit plans pursuant to which participants receive non-dilutive, notional share units with the following features:

Share units are granted as an equity-linked retention bonus for employees’ continued service during the vesting period. In determining the recipients and terms of any share unit awards, the Compensation Committee may consider the expected functions and responsibilities of the person during the vesting period, the value of the person’s future services to Teck and other factors that the Compensation Committee deems relevant. Share unit awards are not made on the basis of past services to Teck and do not take into account employees’ previous performance.  Participation, vesting, and payment details are set out in the following table:

All share units vest upon a change in control, with vesting level of performance-linked units determined by the Compensation Committee based on performance against the relevant metrics during the abridged performance period; however, awards pay out on their normal schedule.

Each DSU has a payout value equal to the closing price of the Class B Subordinate Voting Shares on the TSX on the trading day prior to the applicable payout date. Each RSU, PSU, and PDSU has a payout value equal to the VWAP of the Class B Subordinate Voting Shares for the 20 consecutive trading days prior to the applicable payout date.

All share units are cash settled, with no dilutive effect on Teck securities. As such, the share unit plans have no fixed maximum number or percentage of awards reserved. The following table sets out as at December 31, 2024 the number of outstanding share units under each plan and the percentage of the issued and outstanding Class B Subordinate Voting Shares that this number represents (undiluted):