Two simple framework elements

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2 key changes to deliver on our commitments to our shareholders

Lower total compensation opportunity

Consistent with shareholder feedback, the lower total compensation opportunity reflects Barrick’s return to a more traditional management structure in which the Executive Chairman’s core responsibilities include guiding and driving Barrick’s global and strategic initiatives.

Transparent and measurable performance criteria linked to shareholder value creation

The Executive Chairman’s LTI will be tied to the delivery of long-term shareholder value creation and the ultimate value of pay will be linked to the performance of Barrick Shares over a 3-year period.

2 key LTI design elements to simplify our approach to LTI delivery for the Executive Chairman

LTI awards are capped at 175% of salary

The Executive Chairman’s maximum compensation opportunity is capped at 60% of the maximum total compensation opportunity for 2018, which represents a material reduction of at least 40% year-over-year.

Performance is assessed based on 3-year relative TSR versus the constituents of the MSCI World Metals and Mining Index

The use of relative TSR to assess performance promotes a shared experience between the Executive Chairman and our shareholders.

A 3-year performance period recognizes the long-term nature of Barrick’s business model and investment horizon.

Assessing relative TSR performance with a market index promotes transparency and objectivity. The MSCI World Metals and Mining Index (MSCI Index) was chosen as it includes international mining peers that are comparable in size to Barrick and are representative of our competitors for investment capital.