Kinross Gold Corporation Notice of 2016 annual meeting of shareholders Notice is hereby given that the 2016 annual meeting of shareholders of Kinross Gold Corporation (Kinross) will be held at Glenn Gould Studio, CBC Building, 250 Front Street West, Toronto, Ontario M5V 3G5 on Wednesday, May 11, 2016 at 10:00 a.m. (Toronto time) for the following purposes: • to receive the audited consolidated financial statements of Kinross for the fiscal year ended December 31, 2015 and the report of the auditors thereon; • to elect directors of Kinross for the ensuing year; • to approve the appointment of KPMG LLP, Chartered Accountants, as auditors of Kinross for the ensuing year and to authorize the directors to fix their remuneration; • to consider and, if deemed appropriate, to pass, an advisory resolution on Kinross’ approach to executive compensation; and • to transact such other business as may properly come before the meeting or any adjournment thereof. This notice is accompanied by a management information circular (or circular) which provides additional information relating to the matters to be dealt with at the meeting and forms part of this notice of meeting. Shareholders who are unable to attend the meeting are requested to vote by proxy so that as large a representation as possible may be had at the meeting. You may vote by proxy in any of the following ways. You will need the control number contained in the accompanying form of proxy in order to vote. Internet voting For non-registered (beneficial) shareholders, follow the instructions on the voting instruction form For registered shareholders, go to www.investorvote.com Telephone voting Call the toll-free number shown on the form of proxy or voting instruction form Voting by mail or delivery Complete the form of proxy or voting instruction form and return it in the envelope provided The board of directors of Kinross has passed a resolution fixing the close of business on March 16, 2016 as the record date for the determination of the registered holders of common shares that will be entitled to notice of, and to vote at, the meeting and any adjournment of the meeting. Proxies to be used or acted upon at the meeting must be deposited with the Kinross transfer agent by 10:00 a.m. (Toronto time) on May 9, 2016, or if the meeting is adjourned, at least 48 hours (not including Saturdays, Sundays or statutory holidays in Ontario) prior to the reconvened meeting. Kinross reserves the right to accept late proxies and to waive the proxy cut-off with or without notice, but is under no obligation to accept or reject any particular late proxy. If you have any questions relating to the meeting, please contact Kingsdale Shareholder Services by telephone at 1-866-851- 3217 toll free in North America or 416-867-2272 outside of North America or by email at [email protected]. The contents of this circular and the sending thereof to the shareholders of the company have been approved by the board of directors. DATED at Toronto, Ontario this 22nd day of March, 2016. By order of the board of directors “Shelley M. Riley” Shelley M. Riley Corporate Secretary Kinross Gold Corporation Management information circular Contents Voting Delivery of proxy materials……………………………………………..…….3 Who can vote ......................................................................................... 3 How to vote ............................................................................................ 4 Changing your vote ................................................................................ 5 Questions ............................................................................................... 7 Business of the meeting Items of business ................................................................................... 8 About the nominated directors ............................................................. 11 Compensation Letter to shareholders ........................................................................... 18 Compensation governance ................................................................... 21 Directors Ɣ Compensation discussion and analysis .............................................. 27 Ɣ Director compensation table ............................................................... 29 Executives Ɣ Compensation discussion and analysis .............................................. 30 Ɣ 2015 results ........................................................................................ 46 Ɣ Key summary tables ........................................................................... 58 Governance ......................................................................................... 68 Role of the board .................................................................................. 70 Board committee reports ...................................................................... 76 Other information ................................................................................ 81 Appendices Charter of the board of directors ........................................................... 83 Schedule A to the Charter of the board of directors .............................. 85 2 Kinross Gold Corporation Delivery of proxy materials This year, Kinross Gold Corporation (Kinross or the company) is providing shareholders with access to its management information circular (the circular) for the 2016 annual meeting of its shareholders (the meeting) electronically via notice and access, instead of mailing out paper copies, as permitted by Canadian securities regulators. Kinross is also providing shareholders with access to its 2015 Annual Report electronically, instead of mailing out paper copies. This means of delivery is more environmentally friendly as it will help reduce paper use and will also reduce the cost of printing and mailing materials to shareholders. Shareholders will receive a notice of availability of proxy materials (notice) together with a form of proxy or voting instruction form. The notice provides instructions on how to access and review an electronic copy of the circular or how to request a paper copy. The notice also provides instructions on voting at the meeting. To receive a paper copy of the circular or the 2015 Annual Report, please follow the instructions in the notice. All shareholders are reminded to review the circular before voting. Shareholders with questions about notice and access can call Computershare Investor Services Inc. (the transfer agent) toll free at 1-866-964-0492. Proxy materials are being sent to registered shareholders directly and will be sent to intermediaries to be forwarded to all non-registered (beneficial) shareholders. Kinross pays the cost of delivery of proxy materials for all registered and non-registered shareholders. Voting This document is the management information circular made available to shareholders in advance of the meeting as set out in the notice. The circular provides additional information respecting the business of the meeting, Kinross and its directors and senior executive officers. This circular is dated March 22, 2016 and, unless otherwise stated, the information in this circular is as of March 22, 2016. Unless indicated otherwise, all dollar amounts referenced in this circular are expressed in U.S. dollars. Where necessary, Canadian dollars are referenced as CAD$. All references to financial results are based on the Kinross financial statements, prepared in accordance with International Financial Reporting Standards (IFRS). References in this circular to the meeting include any adjournment(s) or postponement(s) that may occur. Who can vote Holders of common shares of Kinross (common shares or shares) at the close of business on March 16, 2016 (the record date) and their duly appointed representatives are eligible to vote. Shares outstanding As of March 22, 2016, there were 1,244,137,896 common shares outstanding, each carrying the right to one vote per common share. To the knowledge of the directors and executive officers of the company, as of the date of this circular, there is no person or company that beneficially owns, directly or indirectly, or exercises control or direction over, directly or indirectly, voting securities of Kinross carrying 10% or more of the voting rights attached to any class of voting securities of Kinross. 2016 Management information circular 3 How to vote The voting process is different depending on whether you are a registered or non-registered (beneficial) shareholder. • You are a registered shareholder if your name appears on your share certificate or, if registered electronically, the shares are registered with Kinross’ transfer agent in your name and not held on your behalf by an intermediary such as a bank, trust company, securities broker, trustee or other nominee (each an intermediary). • You are a non-registered (beneficial) shareholder if your shares are held on your behalf by an intermediary. This means the shares are registered with Kinross’ transfer agent in your intermediary’s name, and you are the beneficial owner. Most shareholders are non-registered shareholders. Non-registered (beneficial) shareholders If you are a non-registered shareholder, your intermediary would have sent you a voting instruction form or proxy form with the notice. This form will instruct the intermediary how to vote your common shares at the meeting on your behalf. You must follow the instructions from your intermediary in order to vote. If you do not intend to attend