Barrick Gold Corporation Information Circular Notice of Annual Meeting of Shareholders April 25, 2017 | Toronto, Ontario Welcome to Barrick Gold Corporation’s Notice of Annual Meeting of Navigation and Task buttons Shareholders Information Circular. This pdf version of the Circular has been enhanced with navigation and task buttons to help you navigate Close Document through the document and find the information you want more quickly. Search The table of contents and URLs link to pages and sections within the document as well as to outside websites. The task buttons provide quick Print access to search, print, save to disk and view options, but may not work Save to Disk on all browsers or tablets. Two Page View Single Page View Table of Contents Next Page Previous Page Last Page Visited Inside this Circular Letter from the Executive Chairman ....................................................................... II Letter from the Lead Director ............................................................................ IV Notice of 2017 Annual Meeting .......................................................................... 1 Key Terms ............................................................................................ 2 Meeting and Voting Information ......................................................................... 3 Business of the Meeting ................................................................................ 8 Barrick’s Financial Statements .......................................................................... 8 Electing Directors .................................................................................... 8 Appointing the Auditor ............................................................................... 8 Say on Pay Advisory Vote ............................................................................. 9 Other Business ...................................................................................... 9 Executive Summary .................................................................................... 10 Our Commitment to Corporate Governance ................................................................ 18 Directors ............................................................................................. 22 Committees of the Board ................................................................................ 32 Report on Director Compensation and Equity Ownership ...................................................... 39 Compensation Discussion & Analysis ...................................................................... 45 2016 Compensation of Named Executive Officers ............................................................ 46 2016 Compensation of the Executive Chairman ........................................................... 46 2016 Compensation of our Named Partners .............................................................. 50 Compensation Governance and Oversight ................................................................ 64 Summary Compensation Table ......................................................................... 72 Incentive Plan Award Tables ........................................................................... 75 Other Information ..................................................................................... 85 Equity Compensation Plan Information .................................................................. 85 Directors’ and Officers’ Insurance and Indemnification ...................................................... 88 Use of Non-GAAP Financial Performance Measures ......................................................... 88 SCHEDULE A: Corporate Governance Disclosure ............................................................. 93 SCHEDULE B: Mandate of the Board of Directors ............................................................ 110 SCHEDULE C: Key Characteristics of the Performance Granted Share Unit (PGSU) Plan .............................. 112 SCHEDULE D: Key Characteristics of the Restricted Share Unit (RSU) Plan ......................................... 114 SCHEDULE E: Key Characteristics of the Performance Restricted Share Unit (PRSU) Program ......................... 115 SCHEDULE F: Amended and Restated Incentive Compensation Recoupment Policy (Clawback Policy) .................. 117 Barrick Gold Corporation | 2017 Circular I Letter from the Executive Chairman Dear Fellow Shareholders, The Board of Directors is pleased to invite you to our Annual Meeting of Shareholders, which will be held on April 25, 2017, at the John Bassett Theatre of the Metro Toronto Convention Centre (255 Front Street West, Toronto, Ontario, Canada). We look forward to updating you on our recent progress and plans for the future of the Company. At this time last year, we told you what we planned to do in 2016. Then, we did it. We met our overarching objective: to grow free cash flow per share. In 2016, the Company generated $2.64 billion in operating cash flow and $1.51 billion in free cash flow — a record level of free cash flow for Barrick. The Company has 1,165,774,844 shares outstanding. We implemented our Best-in-Class program, and it is working. We achieved the high end of our production guidance while reducing our cost of sales from $859 per ounce to $798 per ounce. All-in sustaining costs were reduced by 12%, from $831 per ounce to $730 per ounce. We repaid $2.04 billion in debt, exceeding our target of $2 billion and reducing total debt by 20%. Barrick now has less than $200 million in debt due before 2019, and about $5 billion of our outstanding debt of $7.9 billion matures after 2032. We created a new partnership with Cisco for our digital reinvention. At our flagship digital operation at the Cortez mine in Nevada, we are embedding digital technology in every dimension of the mine to deliver better, faster, and safer mining. Our digital reinvention will enhance transparency as well as make us better custodians of the environment – building trust with our host communities, governments and all stakeholders. We are early on in our progress, but we intend to accelerate the implementation of digital projects in 2017. We advanced a pipeline of new projects to grow free cash flow per share over the long-term, with a strict focus on ensuring our portfolio can deliver a 10 to 15 percent return on invested capital through the metal price cycle. We remained obsessed with talent. We created novel positions that are the first of their kind in the mining industry. This includes a Chief Investment Officer and a Senior Vice President for Investor Engagement and Governance, the latter of whom came to us from the corporate governance and sustainability group at BlackRock, one of the largest global shareholders. In addition, we appointed the company’s first-ever Chief Innovation Officer to develop a long­ term innovation strategy for Barrick, and a Head of Digital Transformation with a military special forces background who is driving forward the implementation of our digital projects. We also appointed Pablo Marcet to our Board of Directors. Mr. Marcet is our first director from Argentina and has nearly 30 years of experience in the exploration, development, and operation of mines across Latin America and East Africa (see page 27). We strengthened our partnership culture. In the first initiative of its kind of any company we can find, we are making every employee an owner. When we say that partnership is at the heart of who we are and what drives our success, we mean it. II Barrick Gold Corporation | 2017 Circular Finally, we refined our compensation system based on shareholder feedback, and we continued to strengthen our governance practices. In the ensuing letter, Brett Harvey, Lead Director and Chair of the Compensation Committee, outlines these changes. The market took note of our performance. In 2016, the Company generated total shareholder return of 117 percent. Your participation as a shareholder is very important to us. Please review this Information Circular before exercising your vote, as it contains important information relating to the business of the meeting. We ask that you exercise your vote in person or by submitting your proxy or voting instruction form. If you cannot attend the meeting in person, you may view a live webcast of the meeting at Barrick’s website www.barrick.com. A recorded version of the meeting will be available at Barrick’s website until the next Annual Meeting of Shareholders. We are committed to earning the trust that you, our fellow owners, have placed in us. We look forward to seeing you on April 25, 2017. Sincerely, John L. Thornton Executive Chairman Barrick Gold Corporation | 2017 Circular III Letter from the Lead Director Dear Fellow Shareholders, Strong governance is an essential component of our partnership culture. As your Board’s Lead Director, I would like to share with you a few of the principles and practices that underpin our governance, and to review compensation results for 2016. Barrick’s obsession with talent extends to our Board. We have a rigorous process for identifying the skills and strengths required for our distinctive business model, as exemplified by the recent appointment of Pablo Marcet. The Corporate Governance & Nominating Committee has retained an independent advisor to identify additional diverse candidates for our Board, particularly women. We value Board independence. In the past four years we increased the independence of our Board by 30%, and