Kinross Gold Corp Annual Shareholders Meeting on May

THOMSON REUTERS STREETEVENTS EDITED TRANSCRIPT K.TO - Kinross Gold Corp Annual Shareholders Meeting

EVENT DATE/TIME: MAY 08, 2019 / 2:00PM GMT

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©2019 Thomson Reuters. All rights reserved. Republication or redistribution of Thomson Reuters content, including by framing or similar means, is prohibited without the prior written consent of Thomson Reuters. 'Thomson Reuters' and the Thomson Reuters logo are registered trademarks of Thomson Reuters and its affiliated companies. MAY 08, 2019 / 2:00PM, K.TO - Kinross Gold Corp Annual Shareholders Meeting

CORPORATE PARTICIPANTS Catherine E. McLeod-Seltzer Kinross Gold Corporation - Chairman J. Paul Rollinson Kinross Gold Corporation - President, CEO & Director

CONFERENCE CALL PARTICIPANTS Kar Ng Paul Fitchett

PRESENTATION Catherine E. McLeod-Seltzer - Kinross Gold Corporation - Chairman Good morning. I would like to cover a couple of housekeeping items before we start. Unless you are registered media, the taking of photograph and the use of video recording equipment is prohibited without the express consent of Kinross. Also, please be sure to silence all cell phones during the meeting.

This is the 2019 Annual and Special Meeting of the shareholders of Kinross Gold Corporation. My name is Catherine McLeod-Seltzer and I am with the newly appointed Chair of the Board of Kinross Gold.

It is a great pleasure that I welcome you today -- today's meeting on behalf of employees, management and Directors of Kinross. I would like to mention to those of you in attendance that this meeting is being recorded by Kinross and is also being broadcast on the Kinross website.

On behalf of the board and management, I would like to thank my predecessor, Mr. John Oliver for his distinguished service as board Chairman. His tenure oversaw the transformation of Kinross into one of the world's leading gold producers.

I would like to also thank Ms. Una Power, who is not standing for reelection at this meeting, for her expert contribution on the Audit Committee and on the board.

At this time, I would like to take the opportunity to announce to you -- introduce you to the Board of Director nominees. Please stand as I call your name. First, I would like to introduce David Scott, the Director nominee who is for the first time being proposed for election by the shareholders. And I would also like to present the other Director nominees. Mr. Ian Atkinson; Mr. John Brough; Mr. Kerry Dyte; Ms. Ave Lethbridge; Mr. Kelly Osborne; Paul Rollinson; and myself.

Pursuant to the bylaws, I, as Chair of the Corporation, will chair the meeting. And I appoint Kathleen Grandy, Corporate Secretary of the Corporation, as Secretary of the meeting. I further appoint Paul Allen and Daniela Munoz of Computershare Investor Services Inc. as scrutineers.

Joining me on the stage this morning are Paul Rollinson and Kathleen Grandy.

The notice calling this meeting of shareholders was mailed on April 3, 2019, to all the shareholders of record of March 5 -- March 15, 2019. The secretary will attach to the minutes of this meeting the declaration of Computershare Investor Services confirming the mailing of the notice of meeting.

The scrutineers have submitted their preliminary report on attendance, and it shows that holders of more than 927,268,906 common shares representing approximately 74.05% of the outstanding common shares are represented at today's meeting. As a result, we have a quorum for the meeting.

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In order to expedite the formal part of the meeting, I have asked Paul Fitchett and Kar Ng, both shareholders of the corporation, to move and second each motion.

Notice having been given in accordance with the bylaws and a quorum being present, I declare that this meeting is duly constituted for the transaction of business. The minutes of the previous annual meeting of Kinross held on May 9, 2018, are available in the registration area for review by interested shareholders.

The first item of business is with respect to the consolidated financial statement for the fiscal year ended December 31, 2018, including the balance sheet and accompanying statements. These, together with the auditor's report, are all contained in the annual report made available to shareholders. Extra copies are available for you in the registration area.

We will first deal with the amendment to the restricted share plan and the advisory vote on executive compensation. Votes on these 2 motions will be conducted by ballot. For efficiency and the convenience of shareholders, we will consider these 2 matters together.

Details of the proposed amendment to the Kinross' restricted share plan have been described in the management information circular for today's meeting. Also, details of Kinross' approach to the compensation of executives and the text of the proposed advisory resolution have been included in the management information circular for today's meeting. May I have a motion to approve the amendment to the restricted share plan, as described in the management information circular?

Paul Fitchett I so move.

Catherine E. McLeod-Seltzer - Kinross Gold Corporation - Chairman Do I have a seconder?

Kar Ng I second the motion.

Catherine E. McLeod-Seltzer - Kinross Gold Corporation - Chairman May I have a motion to approve the advisory resolution to executive compensation as described in the management information circular.

Paul Fitchett I so move.

Catherine E. McLeod-Seltzer - Kinross Gold Corporation - Chairman Do I have a seconder?

Kar Ng I second the motion.

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Catherine E. McLeod-Seltzer - Kinross Gold Corporation - Chairman The motions have been moved and seconded. Are there any discussions to these motions?

Thank you. We will now conduct a vote by ballot on these 2 matters. As each shareholder or proxy holder registered with the scrutineers, they received a green ballot with respect to the RSU plan amendment and a yellow ballot for the advisory vote on executive compensation. If any registered shareholder or proxy holder has not received the green and yellow ballots, please raise your hands. Shareholders who have previously completed a proxy should not vote by way of ballot unless they wish to revoke their proxy. Each shareholder or proxy holder wishing to vote by ballot should mark their ballots with an X, indicating whether the vote is in favor of or against the motion. Each person voting on these motions should then sign and print his or her name clearly in the appropriate place at the bottom of the green and yellow ballots. When you are done, please raise your hands and the scrutineers will collect your ballot.

(Voting)

Does anyone need more time to complete their ballots? I declare the polls closed.

We will proceed with the other items of business while we await the scrutineers' report on the ballots.

The next item of business is the election of 8 Directors to hold office until the next annual meeting of shareholders or until their successors are elected or appointed. I will ask for a nomination for the 8 nominees named in the management information circular for today's meeting.

Paul Fitchett I nominate the 8 nominees named in Management Information Circular for election to the Board of Directors of the corporation.

Catherine E. McLeod-Seltzer - Kinross Gold Corporation - Chairman Thank you. Do I have a seconder?

Kar Ng I second the Director nominations.

Catherine E. McLeod-Seltzer - Kinross Gold Corporation - Chairman As the number of nominees is equal to the number of Directors required to be elected, I now declare Ian Atkinson, John Brough, Kerry Dyte, Ave Lethbridge, Catherine McLeod-Seltzer, Kelly Osborne, Paul Rollinson and David Scott elected Directors of the Corporation to hold office until the next annual meeting of shareholders or until their successors are duly elected or appointed.

The next matter to be dealt with is the appointment of KPMG LLP to serve as auditors of the corporation until the next annual meeting of shareholders and authorizing the Directors to fix the auditors' remuneration. May I have a motion to approve such appointment?

Paul Fitchett I so move.

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Catherine E. McLeod-Seltzer - Kinross Gold Corporation - Chairman Do I have a seconder?

Kar Ng I second the motion.

Catherine E. McLeod-Seltzer - Kinross Gold Corporation - Chairman The motion has been moved and seconded. Is there any discussion on the motion?

All those in favor, please signify your approval by raising your right hand.

(Voting)

Any contrary?

(Voting)

Carried. I declare the appointment of KPMG as auditors of Kinross to hold office until the close of the next annual meeting. A report on all matters voted on in this meeting will be filed on SEDAR.

I believe the scrutineers have completed their preliminary count of the ballots cast.

Thank you. The scrutineers have completed their preliminary count of the ballots cast and reported on the motions with respect to the RSU amendment and the advisory resolution on executive compensation, and both have passed.

This concludes the formal portion of the meeting.

I would now like to turn the floor over to Mr. Paul Rollinson, Kinross' President and CEO.

J. Paul Rollinson - Kinross Gold Corporation - President, CEO & Director Thank you, Catherine. And I do want to acknowledge, it's not your first AGM as a Director, but I do want to welcome you to your first AGM as Chair of the board. And to our shareholders, employees and other stakeholders, thank you for joining us here this morning.

Before we begin, let me call your attention to our cautionary statement on forward-looking information. I want to start today with a few words about last month's announcement that we streamlined our management structure at Kinross.

I want to first start by introducing our senior leadership team, and I'd ask each to stand as I call their name. Geoff Gold who is our Chief Legal Officer and Executive Vice President Corporate Development and External Relations. Geoff has been with Kinross for 13 years, is the longest-standing member of the senior leadership team and has made important contributions to the company in the many areas during that time.

Paul Tomory, Executive Vice President and Chief Technical Officer, who has now added responsibility for regional operations to his portfolio.

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And finally, Andrea Freeborough who was recently promoted to Chief Financial Officer. Andrea is a great example of our commitment to developing and promoting strong and capable leaders from within our ranks. Since joining Kinross in 2009, she has been key in developing and implementing our financial strategy, and we're pleased to welcome her to the senior leadership team.

To support this streamlined senior leadership team, we are leveraging internal talent within our company to create a broader leadership advisory team. The members of this team represent the broad strategic functions within the company as outlined on this slide. This new structure has a number of advantages. In addition to being more cost effective, it also allows us to make and implement quality decisions more quickly. It increases our accountability within our operating regions. And it leverages our deep and talented bench strength. This new structure takes our former SLT meetings from what was 6 executives up to a group of 16 going forward.

Let's now turn to the year-end review for our company. First, I want to recognize our approximate 9,000 employees around the world for their continued dedication and hard work. From the tropics of Africa to the Sahara desert to the Arctic, high altitude, our global team develops and operates quality assets in a variety of geographies. We believe that the strength of our global team and their grassroots commitment to our core values and culture are tangible competitive advantage for Kinross. That belief is borne out by our performance over the past 7 years. Quarter-after-quarter, year-after-year, our people have delivered on our key strategic principles of operational excellence, financial discipline and responsible mining.

Today, I will review our recent performance in each of these 3 areas, which we view as fundamental to building long-term value for all our stakeholders. Along the way, I will also update you on the progress we're making at our development projects and highlight the other opportunities in our portfolio that are shaping our future.

Let's start with operational excellence. This is a core value for Kinross and begins with an unwavering focus on safety. Our mission is to send every employee home safely at the end of their shift, and we take great pride in our track record in this regard. Kinross has a long history of being one of the safest operators in our sector. And I'm pleased to report that 2018 was our best year ever.

We also take great pride in delivering on our commitments. 2018 marked the seventh consecutive year that we have met or exceeded guidance on production, costs and capital expenditures. We expect another strong year in 2019 with forecast production of 2.5 million ounces, making us one of the top 5 gold producers in the world.

And I'm pleased to say that we're off to a great start with our first quarter results, which we announced last night. Our 3 biggest operations; Tasiast in Mauritania, Kupol-Dvoinoye in Russia and Paracatu in Brazil all delivered both impressive production and cost performance during the quarter.

I'll have more details on Tasiast performance in a few moments. But I want to highlight that since we completed the Phase 1 expansion last year, Tasiast has continued to exceed our expectations. The combined Kupol-Dvoinoye operation continued its consistent high performance and delivered yet another strong quarter.

Paracatu deserves special attention as it achieved record quarterly production and its lowest cost of sales in 9 years during the first quarter. Paracatu's Q1 performance follows impressive achievements in 2018, including record production of 522,000 ounces and a 6% reduction to cost of sales compared to 2017. Paracatu's performance is the culmination of a lot of hard work and a number of continuous improvement initiatives at the mine that have resulted in improved throughput, increased recovery and greater efficiencies.

We're also benefiting from enhancements we've made to mine infrastructure, including rainfall mitigation and investments in renewable energy, which are helping to reduce costs.

Financial discipline and balance sheet strength is another strategic principle and defining characteristic of Kinross. In 2018, our strong financial position allowed us to advance our project pipeline and to make additional strategic investments to add value in our portfolio. These included the renewable energy investment in Brazil that I mentioned a moment ago, buying out our JV partner at La Coipa Phase 7 where we now own 100% and buying the remaining interest in Bald Mountain and Central Zone, giving us full ownership of the largest mining land package in United States. We also met our guidance on capital spending and finished the year in a strong financial position with $1.9 billion in liquidity.

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In recent years, we have deliberately managed our debt repayment schedule so that we have no significant maturities prior to 2021, which is well aligned with the current cycle of reinvestment in our business. And all of this provides us with the financial flexibility we need to continue to build for the future.

The key to our future lies in our pipeline of development projects, which illustrate how we are leveraging our technical strength and financial flexibility to create future value. Since 2015, we have been steadily progressing our pipeline of projects, from technical study and approval, the permitting and execution to where we are today, where we're completing construction and commissioning.

As today's projects are nearing completion, we have also started to study and evaluate the process for the next generation of projects in our pipeline. All of our projects are located within the footprint of our current sites, which allows us to take advantage of established infrastructure and helps reduce execution risk.

Another key advantage is the technical expertise of both our projects and operations teams, which was most recently demonstrated by the successful completion of the Phase 1 expansion of Tasiast in 2018. Together, our projects and operations teams at Tasiast executed an impressive ramp-up of the mill. And Tasiast ended the year strongly, delivering a new record for quarterly production. That strong performance has continued into the first quarter, with the operation exceeding expectations on throughput, recovery, production and costs. As a result, Tasiast once again achieved a new quarterly record for production while further reducing cost per ounce by 20%.

As for next steps at Tasiast, our original Phase 2 expansion remains a viable option. However, we continue to evaluate alternatives that will allow us to further increase throughput, but at a substantially lower capital cost. The exceptional performance of Phase 1 has highlighted the potential to increase throughput above 20,000 tons per day through incremental de-bottlenecking and continuous improvement. We believe this option would require significantly less capital than the Phase 2 alternative, and we are contemplating achieving much greater enhanced economics. We're targeting to complete our studies on the incremental de-bottlenecking scenario in the second half of the year.

Moving on to Alaska. We approved the Gilmore project at Fort Knox last summer. This is a low-risk brownfield opportunity that is expected to extend mine life to 2030. The project includes the first 2 phases of a potential multiphase layback of the existing Fort Knox pit and the construction of a new heap leach pad. The project is off to a good start, with construction activities expected to ramp up through the summer. The project is on schedule to begin stacking ore in late 2020.

Our 2 projects in Nevada are nearing completion and entering the commissioning phase of development. First, we have the Vantage project at Bald Mountain. And to remind, until now production at this site has been exclusively from the north area of the property. Vantage is expected to open up additional production in the south by developing several known deposits in the area. The project includes construction of a heap leach pad and vertical carbon and column plan and associated facilities. We began commissioning of the process circuit as planned at the end of March, and construction of the new pad and mine infrastructure is nearly complete.

Our other project in Nevada is Phase W at Round Mountain, which is expected to extend production until 2027 at one of our top performing mines. This project is well advanced, and we began commissioning of the process circuit ahead of schedule. I think a picture is worth a thousand words. So to give you a first-hand look at the progress we're making, we've prepared a short video.

(presentation)

So having moved our U.S. projects from study to execution, the next chapter for our project pipeline is focused on Chile, a mining-friendly country where we have a great deal of operating experience. In the third quarter, we expect to complete a feasibility study for a potential restart of operations at La Coipa, focusing on processing high-grade material from its Phase 7 deposit. Phase 7 offers a high-margin, low-cost structure and attractive returns.

At Lobo-Marte, which is located 80 kilometers from La Coipa, we have just completed a scoping study. The study contemplated the startup of a heap leach operation at Lobo following the end of La Coipa's mine life and opportunities to leverage synergies between the 2 sites.

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Lobo-Marte has a relatively high-grade deposit in the Maricunga corridor, and our study estimated a total of 4.1 million ounces produced over Lobo's potential 10-year mine life. While it's still early days, given the positive results, we are advancing Lobo to a pre-feasibility study.

During the exploration, we continue to build on our track record of adding ounces and extending mine life at our existing operations. In 2018, we added 2.3 million ounces to our proven and probable reserves through exploration and engineering. We also replenished our inferred resources through additions totaling almost 1 million ounces. We see significant exploration potential at our 3 high-priority targets; Kupol, Chirano and Bald Mountain, which are key focus areas for our 2019 exploration.

Our third strategic principle is our commitment to responsible mining, which is both a core Kinross value and a key to our success as a business. An important part of that commitment is ensuring that we minimize our overall environmental footprint wherever we operate. This includes a wide range of safeguards across our operations designed to protect the environment and ensure the health and safety of our neighboring communities.

Given the tragedy earlier this year at Brumadinho in Brazil, on behalf of Kinross, I would like to offer our sincere condolences to all of those impacted by that tragic event. I want to say a few words specifically regarding our approach to tailings management. All of our tailings facilities are designed, constructed and maintained to the highest engineering standards and meet or exceed regulatory and international requirements and standards of best practice. Our tailings facilities at Paracatu incorporate what's known as a central line design, which significantly strengthens dam construction.

In short, an ingrained culture of technical excellence governs our approach to tailings management, just as it does for all aspects of our operations.

Another pillar of responsible mining at Kinross is making a positive sustainable impact on the lives of people in or near our operating communities, particularly in the areas of education, healthcare, economic development and the environment. We seek specific measurable improvements in community wellbeing and support local organizations to achieve this goal.

This short video highlights how Kinross partnered with local organizations in Brazil to conserve water around Paracatu.

(presentation)

These programs are great and they can have a really big impact. And when we look across our global operations, we estimate that more than 800,000 people have benefited from community programs that we supported in 2018.

So to conclude, I'm very proud of where our company is today. We are a 2.5 million-ounce gold producer with strong operations, a diverse portfolio. We've got low-risk projects and lots of opportunities for development. Our skilled global team has a track record of consistency and dependability that has been unbroken for the past 7 years. We operate safely. We deliver on our production, cost and capital spending targets. We are financially disciplined and have the flexibility to invest in our future. We deliver our projects on time and on budget. We take care of the environment, act ethically, and we improve the lives of people in the communities where we work. These are not insignificant achievements in today's mining world. Taken together, they define Kinross as one of the most reliable companies in the gold sector.

Looking ahead, we believe we are well positioned for continued success with a steadfast resolve to execute our strategy, build on our record of strong performance and deliver value for all of our stakeholders.

On behalf of our employees, our Board of Directors, thank you for your continued support. Thank you for your attention today, and I'd be happy to take some questions. Microphone here.

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QUESTIONS AND ANSWERS Unidentified Participant Okay. So thank you for your great presentation. My question would be like regarding the future of the company. Do you look into maybe new technologies like local train, something like that?

J. Paul Rollinson - Kinross Gold Corporation - President, CEO & Director Sure. Yes. That's a good question. We do have an innovations group. We have a group of folks that are focused on technology. I think our strategy as it relates to technology would be to be fast followers. We're not going to be the guys that necessarily develop it or pioneer it. But we are keeping an eye on what's out there, what's working. And our strategy would be to very quickly, if it's something that can add value, adopt it into our process. So we're -- I wouldn't say we're developers of technology. I'd say we're quick follower, adopters.

Questions?

Well, thank you all for coming. I appreciate you taking the time this morning. And again, thanks, everyone, for your support. Thank you.

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