Notice of 2020 Annual Meeting
|Date:||May 5, 2020|
|Time:||10:00 a.m., Toronto time|
You are invited to attend Barrick’s 2020 Annual Meeting of Shareholders (the Meeting) at which you will be asked to vote:
- To elect nine director nominees;
- To appoint PricewaterhouseCoopers LLP as our auditor for 2020; and
- To approve our non-binding advisory vote on our approach to executive compensation.
Shareholders will also transact any other business properly brought before the Meeting.
Barrick’s Board of Directors has approved the contents of this Notice and Circular and the sending of this Notice and Circular to our shareholders, each of our directors, and our auditor.
This year, in response to the global COVID-19 pandemic, Barrick will be convening and conducting a virtual Meeting. Should circumstances in the coming weeks change making an in-person Meeting feasible, Barrick intends to make available a physical meeting location which will allow shareholders to attend and vote at the Meeting in person if they wish to do so. At the virtual Meeting, registered shareholders, non-registered (or beneficial) shareholders, and their duly appointed proxyholders will be able to participate, ask questions, and vote “real time” at the Meeting through an online portal. Non-registered shareholders must carefully follow the procedures set out in the Circular in order to vote virtually and ask questions through the live webcast. Non-registered shareholders who do not follow the procedures set out in the Circular will nonetheless be able to view a live webcast of the Meeting, but will not be able to ask questions or vote.
The decision to conduct a virtual Meeting and make a physical meeting location available if circumstances allow was made with the health and safety of Barrick’s shareholders, employees, and community in mind. As a Company of Owners, Barrick places significant importance on in-person engagement with its shareholders. We will continue to monitor conditions in light of COVID-19 and determine whether it is safe and appropriate to add an in-person component closer to the date of the Meeting. If an in-person Meeting is held, details will be provided by press release. Regardless of whether Barrick is able to convene an in-person Meeting this year, Barrick intends to return to a hybrid meeting format (physical/virtual) for its 2021 Annual Meeting of Shareholders which may be attended in person or, in the case of registered shareholders, through an online video portal.
Your vote is important. As a shareholder, it is very important that you read this material carefully and then vote your common shares of Barrick (Barrick Shares). You are eligible to vote your Barrick Shares if you were a shareholder of record at the close of business on March 6, 2020. You may vote virtually or by proxy. See “Voting Procedures” for further instructions on how you can vote.
By Order of the Board of Directors,
Dana W. Stringer
Vice-President, Corporate Secretary and Associate General Counsel
March 27, 2020
In this Circular, “you”, “your”, and “shareholder” refer to the common shareholders of Barrick. “We”, “us”, “our”, the “Company”, and “Barrick” refer to Barrick Gold Corporation, unless otherwise indicated. Information in this Circular is as of March 26, 2020, unless otherwise indicated. All references to US $ or $ are to U.S. dollars and all references to Cdn $ are to Canadian dollars. The annual average exchange rate for 2019 reported by the Bank of Canada was US $1.00 = Cdn $1.3269.