Kinross Gold Corporation 2021 Notice of Annual Meeting of Shareholders 2021 Management Information Circular TSX: K NYSE: KGC Toronto Stock Exchange New York Stock Exchange Kinross is a global gold mining company with strong and consistent operating results driven by a high performance culture. With a balanced portfolio of mines and projects in three regions, our focus is delivering value based on the core principles of operational excellence, financial discipline and responsible mining. Expected Production Growth1,2 Expected 2021 Gold Production1,2 Our Core Values (Million Au eq. oz.) (Au eq. oz.) —— +/- 5% Putting people first. 2.7 2.9 Outstanding corporate citizenship. 2.4 20% High performance culture. • Americas Rigorous financial discipline. • Russia —— • West Africa 2.4M 58%22% 2021 2022 2023 Kinross Operations and Projects Fort Knox Kupol-Dvoinoye Manh Choh Chulbatkan-Udinsk Toronto (Head Office) Bald Mountain Round Mountain Tasiast Chirano Approximate Annual Production (koz.) <300 300-400 >400 Operating Assets Paracatu Development Projects La Coipa Lobo-Marte All figures in the Circular are in U.S. dollars unless otherwise stated. Annual production level for “Operating Assets” based on 2020 gold equivalent production. Annual production level for “Development Projects” based on previously disclosed expected total life-of- mine production divided by total mine-life. Endnotes referenced from this page through to and including page 15 can be found on page 140 of this document. Notice of 2021 Annual Meeting of Shareholders May 12, 2021 | 10:00 a.m. (EDT) Virtual only meeting via live audio webcast Webcast link: web.lumiagm.com/406172480 Meeting ID: 406-172-480 Password: kinross2021 Dear Kinross Shareholders, Accessing the virtual only meeting We invite you to attend Kinross’ 2021 annual meeting of Registered shareholders as of March 19, 2021 and duly shareholders (the meeting). At the meeting, shareholders will: appointed proxyholders will be able to attend the meeting, submit questions and vote, all in real time, by connecting • Receive the audited consolidated financial statements to the meeting via the internet to https://web.lumiagm. of Kinross for the fiscal year ended December 31, 2020 com/406172480 using the latest version of Chrome, and the report of the auditors Safari, Edge or Firefox on your computer, tablet or • Elect directors smartphone using the most updated version of the • Appoint the auditors applicable software plugins. Please note that the virtual • Reconfirm the adoption of our Shareholder Rights Plan meeting platform is not supported on Internet Explorer. • Consider and pass an advisory resolution on Kinross’ In order to participate and vote at the meeting, you will approach to executive compensation; and need your unique control number located on the accom- • Consider any other business that may properly come panying form of proxy or voting instruction form. before the meeting Beneficial shareholders who have not duly appointed This notice is accompanied by the 2021 Management themselves as proxyholder will be able to attend the Information Circular (the circular) for the meeting which meeting as guests, but guests will not be able to vote or provides additional information relating to the above ask questions at the meeting. items for consideration at the meeting. See “Business of the Meeting” beginning on page 25. Any shareholder that wishes to appoint a person other than the named proxyholders identified on the form of Why a virtual only meeting? proxy or voting instruction form (including a non-registered (beneficial) shareholder who wishes to appoint themselves There is ongoing uncertainty surrounding the public health to attend and vote at the meeting) must carefully follow guidelines and impact of the COVID 19 pandemic. Kinross the instructions in the Circular and on the form of proxy or has determined that holding the meeting virtually via a live voting instruction form. These instructions include the audio webcast again this year is a prudent step to ensure important additional step of registering with our transfer the health and safety of our shareholders and employees agent, Computershare Trust Company of Canada, after and the communities in which we live. It also affords all of submitting the form of proxy or voting instruction form but our shareholders an even greater ability to participate in prior to the meeting. You must follow these instructions the meeting equally, regardless of their geographic loca- carefully if you wish to access and vote at the meeting tion and share ownership. during the live webcast as the steps for doing so are different than for an in-person meeting. 2021 MANAGEMENT INFORMATION CIRCULAR KINROSS GOLD 1 Detailed information on how shareholders can attend, How do I Vote in advance? participate in and vote at the meeting is available on pages 16 to 23 of the Circular. If you are following the instructions to attend and vote at the meeting, you can vote at the meeting. Regardless, we It is important to note that shareholders will not be able to encourage you to vote in advance of the meeting. Our attend this year’s meeting in person. Those accessing the goal is to secure as large a representation as possible of virtual meeting must remain connected to the internet at shareholders at the meeting. You may vote by proxy in any all times during the meeting in order to vote when balloting of the following ways noted below. You will need the commences. It is your responsibility to ensure internet control number contained in the form of proxy or voting connectivity for the duration of the meeting. Shareholders instruction form in order to vote. In order to be valid, your with questions regarding the virtual meeting portal or vote must be received on or before 10:00 a.m. (Toronto requiring assistance accessing the meeting website may time) on May 12, 2021. visit the website https://www.lumiglobal.com/faq prior to the meeting. Telephone Voting Vote by calling the toll-free number shown on Accessing the meeting on a dial-in, listen-only mode the form of proxy or voting instruction form Shareholders and guests from the United States and Canada Internet Voting may also access the meeting on a ‘listen-only’ mode by Registered shareholders vote online at dialing into the meeting using their telephone. Shareholders www.investorvote.com and guests who dial-in using their telephone will only be Non-Registered (beneficial) shareholders vote online able to listen to the proceedings of the meeting and will not at www.proxyvote.com OR by logging on to the otherwise be able to participate, vote, ask questions or view website indicated on the form of proxy or voting any visual presentations made at the meeting. instruction form In order to access the meeting on a listen-only mode, please Mail-in Voting follow the following steps: Complete the form of proxy or voting instruction form and return it in the envelope provided 1. If you are dialing-in from Canada, call the toll-free number: 1-855-703-8985 Your vote is important to us. Holders of common shares at the close of business on March 19, 2021 are eligible to vote 2. If you are dialing-in from the United States, call the at the meeting. For more information on voting your shares toll-free number: 1-888-788-0099 and the proxy process, see Information About Voting on 3. Wait for the prompts once your telephone connects pages 16 to 23 in the Circular. to the meeting 4. Enter the meeting ID 913 4965 4640 when prompted By order of the board of directors 5. Enter the meeting passcode 3704477254 when prompted Lucas R. Crosby Corporate Secretary March 16, 2021, Toronto, Canada If you have any questions relating to the meeting, please contact Kingsdale Advisors 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]. 2 2021 MANAGEMENT INFORMATION CIRCULAR KINROSS GOLD Table of Contents Letter to shareholders from chair of the board 4 Governance Highlights 128 Executive summary Regulatory compliance 128 2020 Performance Highlights 8 Code of business conduct and ethics 129 Kinross’ Global Response to the COVID-19 Pandemic 10 Role of the board of directors 130 Environmental, Social and Governance Highlights 11 Position descriptions 131 Corporate Governance at a Glance 13 Assessing the board 131 2020 Compensation Highlights 15 Nominating and method of voting for directors 132 Diversity 132 Voting New director orientation and continuing education 134 Who can vote 16 Board term and renewal 138 How to vote 17 Additional governance 138 Changing your vote 22 Questions 23 Appendices Charter of the Board of Directors 141 Business of the meeting Schedule A to the Charter of the Board of Directors 143 Financial statements 25 Election of Board of Directors 25 Appointment of Auditors 26 Frequently accessed content Support “Say on Pay” 30 Environmental, Social and Governance Highlights 11 How to vote 17 Directors Directors’ skills and experience 45 Highlights: board attributes, board activity 33 “Say on Pay” and shareholder engagement 64 About the nominated directors 33 2020 results 80 Directors’ skills and experience 45 Key summary tables 106 Director compensation 45 Diversity 132 Board committee reports 49 Executive compensation Letter to shareholders (from chair of the human resources and compensation committee) 59 Executive compensation discussion and analysis 63 Compensation philosophy and approach 63 Compensation governance 63 Components of executive compensation 79 2020 results 80 Key summary tables 106 Description of compensation program components 117 20212021 MANAGEMENT MANAGEMENT INFORMATION INFORMATION CIRCULAR CIRCULAR KINROSS KINROSS GOLD GOLD 3 LETTER TO EXECUTIVE VOTING BUSINESS OF DIRECTORS EXECUTIVE GOVERNANCE APPENDICES SHAREHOLDERS SUMMARY THE MEETING COMPENSATION Letter to Shareholders Dear Shareholders, In 2020, COVID-19 significantly affected many facets of our lives and our business.