2021 Notice of Meeting and Management Information Circular with Respect to the Annual and Special Meeting of Shareholders to Be Held on June 24, 2021 ______
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2021 Notice of Meeting and Management Information Circular with respect to the Annual and Special Meeting of Shareholders to be held on June 24, 2021 ____________ May 12, 2021 NOTICE OF 2021 ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS Meeting Information Date: Thursday, June 24, 2021 Time: 10:00 a.m. (Pacific Time) Location: Suite 2600 – 595 Burrard Street, Vancouver, British Columbia, V7X 1L3 The purpose of the Meeting is: 1. To receive the audited consolidated financial statements and accompanying management discussion and analysis of Lundin Gold Inc. for the year ended December 31, 2020, along with the report of the auditor; 2. To reappoint the auditor for the upcoming year and to authorize the directors to fix the remuneration of the auditor; 3. To elect ten directors to the Board for the upcoming year; 4. To consider a non‐binding advisory resolution on the Company’s approach to executive compensation; 5. To confirm the repeal of the Company’s old by‐laws and ratify the new By‐Law 1A; and 6. To transact such other business as may properly come before the Meeting. Your vote is important. If you held shares of Lundin Gold Inc. on May 10, 2021, you are entitled to receive notice of and vote at this Meeting or any postponement or adjournment of it. The Company is required to hold the Meeting in person. However, due to the COVID‐19 pandemic, to mitigate risk to the health and safety of our communities, shareholders and employees, the Company requests that shareholders not attend the Meeting in person. The Company encourages shareholders to instead vote their shares in advance of the Meeting. No management presentation will be made at the Meeting. If any shareholder does wish to attend the Meeting in person, please contact (604) 806‐3088 or [email protected] in order for arrangements to be made that comply with all recommendations, regulations and orders related to the COVID‐19 pandemic. No shareholder who is experiencing any symptoms of COVID‐19, including fever, cough or difficulty breathing will be permitted to attend the Meeting in person. The Company may take additional precautionary measures in relation to the Meeting as necessary in response to further developments related to the COVID‐19 pandemic and shall comply with all applicable recommendations, regulations and orders. This Notice is accompanied by a Management Information Circular, a proxy form or voting instruction form and a financial statement request form. The Company’s financial statements are available under the Company’s profile on SEDAR at www.sedar.com or on the Company’s website at www.lundingold.com. Please vote by using the proxy form or voting instruction form included with the Management Information Circular and returning it according to the instructions provided before 10:00 a.m. (Pacific Time) on Tuesday, June 22, 2021. BY ORDER OF THE BOARD OF DIRECTORS Sheila Colman Vice President, Legal and Corporate Secretary WHAT’S INSIDE LETTER TO SHAREHOLDERS 1 LUNDIN GOLD’S CORPORATE GOVERNANCE PRACTICES 32 The Board of Directors 32 MEETING AND VOTING INFORMATION 4 Board Committees 33 General Information 4 Risk Oversight 37 Voting Procedures 5 Diversity at Lundin Gold 39 How to Vote if you are a Registered Shareholder and Your Shares Trade on the TSX 6 Board Assessments 41 How to Vote if you are a Non‐Registered Director Education and Orientation 41 Shareholder and Your Shares Trade on the TSX 8 Core Policies 42 How to Vote if Your Shares Trade on the Nasdaq Stockholm Exchange 8 Who is Entitled to Vote and How the Votes are COMPENSATION DISCUSSION & ANALYSIS 44 Counted 9 The 2020 Named Executive Officers 44 Compensation Governance 45 Executive Compensation 48 BUSINESS OF THE MEETING 10 2020 Performance and Decisions 54 Lundin Gold’s Financial Statements 10 Performance Graph 58 Appointing the Auditor 10 Summary Compensation Table 58 Election of Directors 11 Termination and Change of Control Benefits 61 Say on Pay Advisory Vote 12 Lundin Gold’s Equity Compensation Plans 63 Adoption of New By‐Law 1A 12 Additional Information 65 ELECTION OF DIRECTORS 15 APPENDICES Profiles of the Nominees 15 By‐Law No. 1A A Independence 21 Mandate of the Board B Tenure of the Nominees 22 Summary of Equity Compensation Plans C Skills and Experience 23 Other Board Memberships of the Nominees 24 Director Compensation 25 Summary of 2020 Compensation 26 Directors’ Outstanding Options and Share‐ Based Awards 27 Changes to Director Compensation in 2021 29 Director Share Ownership Requirements 30 May 12, 2021 Letter from the Chief Executive Officer Dear Lundin Gold Shareholder, On behalf of the Board of Directors, I would like to notify you of the upcoming Annual Meeting of Shareholders on Thursday, June 24, 2021 at 10 a.m. (Pacific Time) at Suite 2600 – 595 Burrard Street, Vancouver, British Columbia. The attached management proxy circular provides information about the business of the meeting, the voting process, this year’s nominated directors, our corporate governance practices, our approach to executive compensation and our 2021 compensation decisions. Challenges created by the COVID‐19 pandemic affected every aspect of the Company in 2020. In the face of this challenge, Lundin Gold’s management team took quick and proactive action to protect the health and well‐being of our workers and our local communities. When the pandemic was declared in March 2020, we transitioned employees where possible to work‐from‐home arrangements and operations at Fruta del Norte were temporarily suspended. Following development of COVID‐19 protocols and a plan for restart, we restarted operations on July 1, 2020, with extensive screening and protective measures in place. The team at Lundin Gold was committed to delivering results, despite the challenges presented by the pandemic. I am proud of Lundin Gold’s excellent 2020 results, highlighted by second half of 2020 production of 191,080 ounces (“oz”) of gold and average all‐in sustaining costs (“AISC”)1 of $740 per oz gold sold. Both gold production and AISC exceeded our second half of 2020 guidance of 150,000‐170,000 oz and $770‐ 850 per oz. In our first year of production, the Company generated positive operating cash flow, allowing us to build steady‐state working capital, “We believe that our commitment to while at the same time satisfying responsible mining has been an important planned capital expenditures and contributor to our success at Fruta del loan facility obligations. Norte, particularly this past year.” We believe that our commitment to responsible mining has been an important contributor to our success at Fruta del Norte, particularly this past year. Throughout last year, Lundin Gold has worked closely with government and health authorities at the national, provincial and local levels to mitigate the impact of the pandemic on the local communities near our operations. We have and continue to donate critical medical supplies, such as oxygen and protective equipment to local hospitals and disinfection equipment to local authorities, and we have funded with two other mining companies the purchase of 1 Refer to “Non‐IFRS Measures” in the MD&A for the F2020. Lundin Gold ‐ 1 medical equipment to create the first intensive care unit in the Province of Zamora Chinchipe. We have provided transportation services for doctors to reach rural areas and food support for vulnerable groups. Education has always been integral to Lundin Gold’s sustainability strategy. Reflecting this, we have recently launched an ambitious connectivity project, Estamos Conectados, which enables remote learning for school age children, who are not in school due to COVID 19. Through the project, Lundin Gold, the Lundin Foundation and our local partners are providing internet connectivity to local communities near Fruta del Norte. In addition, we are providing tablets to children and remote instructional training to teachers. I am also pleased to report on the number of initiatives taken by the Board during the last year to enhance the Company’s corporate governance practices. To highlight a few initiatives, the Board affirmed its commitment to diversity by setting a goal to increase the representation of women on our Board to 30% within three years. Assuming the shareholders elect all three female Nominees, the Board will reach its target of 30% female this June. The performance orientation of the Company’s executive compensation practices was strengthened with changes to our equity award granting practices. Share ownership requirements have been adopted for directors and executives to strengthen the alignment of our interests with those of our shareholders. Finally, risk oversight was enhanced in a number of areas, most particularly climate change risk. The Company has begun the process of implementing the recommendations of the Task Force on Climate Change related Financial Disclosure (TCFD) and has adopted best practice climate governance to support this endeavour. We thank Istvan Zollei for his contribution to Lundin Gold’s Board. Istvan Zollei and Orion Resources were key supporters of Fruta del Norte early in the project’s development. We welcome Gillian Davidson to our Board. Gillian brings expertise in sustainability to our Board and will enhance the Board’s risk oversight and strategic planning. Lundin Gold’s current by‐laws require the Company to hold an in‐person shareholder meeting. Unfortunately, in light of ongoing concerns regarding the spread of COVID‐ 19 and government recommendations and/or orders for physical distancing and restrictions on group gatherings and non‐essential travel, we ask you to vote on matters before the Meeting by proxy rather than attend the Meeting in person. No management presentation will be given at the Meeting this year. The Board of Directors has approved a long overdue update to the Company’s by‐laws and is recommending the adoption of By‐Law No.