This Circular contains certain historical information regarding the compensation decision-making process and the compensation paid by Barrick to “Named Executive Officers” (NEOs) and directors for the year ended December 31, 2019.

For the purposes of this Circular, we refer to our 2019 NEOs, other than our Executive Chairman (i.e., the President and Chief Executive Officer; Senior Executive Vice-President, Chief Financial Officer; Senior Executive Vice-President, Strategic Matters; and Chief Operating Officer, Latin America and Asia Pacific), as Named Partners. Our Named Partners participate in Barrick’s Partnership Plan (together with all other Partners), which includes eligibility for the Annual Performance Incentive (API) Program, the Performance Granted Share Unit (PGSU) Plan, and the Partner Change in Control Severance Plan (Change in Control Plan). The Executive Chairman is an NEO, but not a partner, and is not eligible to participate in the Partnership Plan.

Business of the Meeting

We are asking our shareholders to vote on the matters below. The Board recommends that you vote FOR all of these resolutions.

  • Elect nine director nominees
  • Appoint PwC as our auditor for 2020
  • Approve our non-binding advisory vote on our approach to executive compensation

Your vote is important. You are eligible to vote if you were a shareholder of record at the close of business on March 6, 2020. To make sure your Barrick Shares are represented at the Meeting, you may cast your vote virtually through the LUMI meeting platform or by submitting your proxy or voting instruction form. See “Voting Procedures for more details on how you can vote.

2019 marked the beginning of a new era for Barrick and for the gold mining industry

2019 was another transformational year for Barrick and our achievements are directly attributable to a strengthened management team with clear strategic objectives, a fit for purpose structure, a renewed commitment to stakeholder partnership, and strictly defined investment criteria. Under the leadership of Mark Bristow, who was appointed President and Chief Executive Officer on January 1, 2019 following the Merger, Barrick made rapid progress starting with the successful integration of Barrick and Randgold. Our 2019 performance was capped by the establishment of Nevada Gold Mines (a joint venture between Barrick (61.5%) and Newmont Corporation (38.5%), with Barrick as the operator, ranking as the largest global gold producing complex), solid operational and financial performance, and the implementation of strategic initiatives critical to engineering a business capable of achieving the vision of being the world’s most valued gold company.