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2020 Information Circular Notice of Annual Meeting of Shareholders May 5, 2020 Barrick Gold Corporation Information Circular Welcome to Barrick Gold Corporation’s Notice of Navigation and Task buttons Annual Meeting of Shareholders Information Circular. This pdf version of the Circular has been enhanced Close Document with navigation and task buttons to help you navigate through the document and find the information you Search want more quickly. Print The table of contents and URLs link to pages and sections within the document as well as to outside Save to Disk websites. The task buttons provide quick access to Two Page View search, print, save to disk and view options, but may not work on all browsers or tablets. 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 2020 Annual Meeting ......................................................................... 1 Key Terms ........................................................................................... 2 Meeting and Voting Information ........................................................................ 4 Business of the Meeting ............................................................................... 11 Barrick’s Financial Statements ........................................................................ 11 Electing Directors ................................................................................... 11 Appointing the Auditor ............................................................................... 11 Say on Pay Advisory Vote ............................................................................ 12 Other Business ..................................................................................... 12 Executive Summary .................................................................................. 13 Our Commitment to Corporate Governance .............................................................. 24 Directors ............................................................................................ 29 Committees of the Board .............................................................................. 35 Report on Director Compensation and Equity Ownership ................................................. 40 Compensation Discussion & Analysis .................................................................. 45 2019 Compensation of Named Executive Officers ........................................................ 46 2019 Compensation of our Named Partners ............................................................. 46 2019 Compensation of the Executive Chairman .......................................................... 61 Compensation Governance and Oversight .............................................................. 66 Summary Compensation Table ........................................................................ 76 Incentive Plan Award Tables .......................................................................... 79 Other Information .................................................................................... 91 Equity Compensation Plan Information ................................................................. 91 Directors’ and Officers’ Indemnification ................................................................. 94 Use of Non-GAAP Financial Performance Measures ...................................................... 94 SCHEDULE A: Corporate Governance Disclosure ........................................................ 97 SCHEDULE B: Mandate of the Board of Directors ........................................................ 115 SCHEDULE C: Key Characteristics of the New Performance Granted Share Unit (PGSU) Awards ............... 117 SCHEDULE D: Key Characteristics of the Legacy Performance Granted Share Unit (PGSU) Awards ............ 120 SCHEDULE E: Key Characteristics of the Restricted Share Unit (RSU) Awards ............................... 122 SCHEDULE F: Key Characteristics of the Randgold Legacy Restricted Share Scheme (RSS) Awards ........... 123 SCHEDULE G: Key Characteristics of the Randgold Legacy Long-Term Incentive Plan (LTIP) Awards .......... 124 Barrick Gold Corporation | 2020 Circular I March 27, 2020 Letter from the Executive Dear Fellow Shareholders, Chairman When I wrote to you last year, it was about the transformational merger with Randgold Resources and about the targets we had set for ourselves in pursuit of Barrick’s new goal of becoming the world’s most valued gold company by owning the best assets, managed by the best people, to produce the industry’s best results. At that time, none of us could have foreseen the recent outbreak of the COVID-19 pandemic, a global disaster which is changing the way we live and work in a radically disruptive process with currently no clear end in sight. Barrick is fully engaged in managing the impact of COVID-19 on our business and our people, and emergency response measures have been rolled out at all our sites and operations. Our new leadership’s experience in managing pandemics and major crises, combined with Barrick’s financial muscle and its long-established culture of caring for the welfare of its employees and communities, have placed us in a strong position to contend with this challenge. Turning now to the year under review, I am very pleased to report that under the leadership of Mark Bristow, who was appointed as President and Chief Executive Officer of the merged company, the new Barrick has made enormous progress in delivering on that promise in a year of intense activity. This achievement is directly attributable to a strengthened management team with clear strategic objectives, a fit for purpose structure, a renewed commitment to partnership, and strictly defined investment criteria. Following the merger, this team moved quickly to conceive and consummate three additional value-creating transactions. In the first, Barrick and Newmont merged their Nevada assets in a new company, Nevada Gold Mines, which is majority-owned and operated by Barrick. This business is already more than living up to our expectations. Then, Barrick acquired full control of Acacia Mining plc, integrated its mines into our operations, resolved its legacy issues with the Tanzanian government, and established Twiga Minerals Corporation, a joint venture with the government, to manage our assets in that country and cement our partnership. Thirdly, in line with our strategy of selling non-core assets, we sold our non-operated stake in Kalgoorlie Consolidated Gold Mines and banked $750 million at the end of November and sold our interest in the Massawa project in early March of this year for proceeds of up to $430 million. This strategic process is continuing. Internally, the new corporate executive team is supported by a slimmed-down but agile and highly competent technical, financial, commercial, communication and administration staff, and is exercising full oversight of our business and operations. Our global business was refocused into three geographical regions – North America, Latin America and Asia Pacific, and Africa and Middle East – where senior executive teams were installed in line with our policy of moving people and skills out of the corporate office and into the operations, and giving ownership of the orebodies and the mining and business plans back to the mines. We have made sure that each site has the geological, operational, and technical abilities to meet its business objectives and introduced a system of parallel work streams that are integrated both laterally and vertically for optimum efficiency. At the same time, we are upgrading and combining the digital and information systems throughout the Group to provide managers with real-time data for decision-making and planning. II Barrick Gold Corporation | 2020 Circular The impact of these measures is evident in the results for 2019, which delivered gold production at the top of the guidance range and copper above its range; adjusted net earnings per share rose by 46%; debt net of cash was nearly halved to $2.2 billion; and the year ended with another increase in the quarterly dividend. Barrick’s focus on operational excellence is matched by our commitment to protecting the health and safety of our people, recognizing our host countries and communities around our mines as stakeholders, as well as responsible mining and proactive management of our impact on the environment. There were no fatalities or major environmental events across the Group in 2019 but these are areas in which there is no room for complacency, and our sights are set on a zero harm workplace target. We believe in transparently measuring and reporting our sustainability performance to the market and our stakeholders. As part of this, we have developed a sustainability scorecard to rate our ESG performance regularly against key performance indicators aligned with priority areas set out in Barrick’s strategy. This includes safety, social and economic development, human rights, environment, and governance. At the heart of our partnership culture is our distinctive belief that our people must be owners who share responsibility for the Company’s long-term success. Share ownership at Barrick is broad and deep and is critical to who we are and how we work. While much remains to be done
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