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2021 Information Circular for Barrick

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2021 Information Circular for Barrick Notice of Annual and Special Meeting of Shareholders May 4, 2021 Barrick Gold Corporation INFORMATION CIRCULAR Inside this Circular Letter from the Executive Chairman .................................................................... II Letter from the Lead Director .......................................................................... IV Notice of 2021 Annual and Special 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 Capital Reduction and Return of Capital ................................................................ 12 Other Business ..................................................................................... 13 Executive Summary .................................................................................. 14 Our Commitment to Corporate Governance .............................................................. 27 Directors ............................................................................................ 34 Committees of the Board .............................................................................. 41 Report on Director Compensation and Equity Ownership ................................................. 46 Compensation Discussion & Analysis .................................................................. 50 2020 Compensation of Named Executive Officers ........................................................ 51 2020 Compensation of our Named Partners ............................................................. 51 2020 Compensation of the Executive Chairman .......................................................... 71 Compensation Governance and Oversight .............................................................. 74 Summary Compensation Table ........................................................................ 84 Incentive Plan Award Tables .......................................................................... 87 Other Information .................................................................................... 99 Equity Compensation Plan Information ................................................................. 99 Directors’ and Officers’ Indemnification ................................................................. 102 Use of Non-GAAP Financial Performance Measures ...................................................... 102 SCHEDULE A: Corporate Governance Disclosure ........................................................ 107 SCHEDULE B: Mandate of the Board of Directors ........................................................ 128 SCHEDULE C: Key Characteristics of the Performance Granted Share Unit (PGSU) Awards ................... 130 SCHEDULE D: Key Characteristics of the Restricted Share Unit (RSU) Awards ............................... 133 SCHEDULE E: Key Characteristics of the Randgold Legacy Restricted Share Scheme (RSS) Awards ........... 134 SCHEDULE F: Key Characteristics of the Randgold Legacy Long-Term Incentive Plan (LTIP) Awards .......... 135 SCHEDULE G: Capital Reduction and Return of Capital ................................................... 136 Barrick Gold Corporation | 2021 Circular I March 26, 2021 Letter from the Executive Dear Fellow Shareholders Chairman This time last year, when the Covid-19 pandemic had just descended upon the world, I wrote to you that this was a global disaster which would radically change the way we live and work. If anything, that has proved to be an understatement. While the vaccination programs now widely under way will curb and may conquer the virus, the destruction it leaves in its wake will exact an as yet incalculable socio-economic toll. Barrick responded promptly and effectively to the pandemic. Our alert and agile management, our culture of partnership and our commitment to being a good neighbor not only shielded our people and business from the pandemic’s worst impacts but also safeguarded the communities in which we operate. We provided substantial financial and operational support to our host countries and by stimulating small and medium-sized enterprises we are creating an environment in which our communities and partners can survive the pandemic and thrive in its aftermath. Covid-19 was not the only challenge Barrick faced in 2020. After taking over the Tanzanian assets we ended the three-year-long standoff between their former operators and the government, settled all outstanding disputes, re-planned and re-started the mines and established a ground-breaking formal partnership with the state. Elsewhere too we made significant progress in resolving long-standing relationship issues and restoring or reinforcing our social license to operate. In Papua New Guinea, we continue to negotiate the resumption of mining at Porgera. Under these circumstances, the Barrick team, led by Mark Bristow, supported by the corporate and regional executives, did extremely well to build on 2019’s excellent performance, capitalizing fully on the higher gold price and delivering on our production guidance. We ended 2020 with one of the industry’s strongest balance sheets, having increased the quarterly dividend threefold since the announcement of the Merger more than two years ago. As described in our Information Circular, we also propose to return surplus funds to shareholders through a return of capital in 2021, further increasing returns to our shareholders while maintaining the strength of our balance sheet. During the year we made significant progress in building our future leadership by injecting youth and diversity into a highly experienced team, thus aligning it not only with technological advances but also with the evolving expectations of a rapidly changing world. A wide range of skills, experience, perspectives and backgrounds will, we believe, foster continuing innovation, equip us to deal effectively with opportunities, challenges and risks, and draw us even closer to our stakeholders worldwide. Barrick has a high- performance culture and, in order to attract outstanding people who will share our vision and values, our compensation model is ownership-based. A broad spectrum of our employees are also shareholders, with a stake in the future success of the Company and a common interest with our other investors. The diversity of the team also strengthens our ability to set the sustainability standard for the industry. Last April we became the first mining company to publish a Sustainability Scorecard as part of our annual sustainability report. Our grade for 2019 was a B and I am pleased to report that we have improved our performance against almost all sustainability metrics in 2020. Our 2020 Sustainability Report, which will include the new scorecard, will be published in April 2021. II Barrick Gold Corporation | 2021 Circular Barrick has emerged even stronger from a very difficult year and has made significant progress since the transformational merger with Randgold towards our goal of becoming the world’s most valued gold company, with the best assets, managed by the best people to deliver the best results. There remains more to do, however, and our five- and ten-year plans will keep the team firmly focused on the attainment of our next set of goals. The support and guidance of the Board have been of inestimable value in 2020 and I thank my fellow Directors on the Board of Barrick as well as the members of the International Advisory Board for their close involvement with the Company and their sage advice on our strategic direction. While our meetings moved online last year, the Barrick Board strengthened its oversight and stewardship, receiving detailed updates from senior management on the Company’s response to the pandemic. The Board’s risk oversight was greatly aided by Mark Bristow’s first-hand knowledge of the operations. He visited each of the mines three times in 2020, observing all the safety protocols, and his early decisive action was instrumental in our effective management of the pandemic. The Board also participated in regular education sessions presented by senior management and a comprehensive orientation program for new Directors was conducted entirely online. In conclusion, I have the pleasure of inviting you to the Annual and Special Meeting of Shareholders on May 4, 2021. We expect that, as was the case last year, this will be a virtual meeting but we shall monitor the situation closely and a physical location will be provided if conditions allow. Our Information Circular details how to participate in the virtual meeting, how to vote and how to contact me, my fellow Directors and the Company. On behalf of the Board, I thank you for your support during the past year. We look forward to your participation in the meeting. John L. Thornton Executive Chairman Barrick Gold Corporation | 2021 Circular III March 26, 2021 Letter from the
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