Schedule F: Key Characteristics of the Randgold Legacy Restricted Share Scheme (RSS) Awards

Characteristics Description
Eligibility President and Chief Executive Officer, Senior Executive Vice-President, Chief Financial Officer.
Maximum Potential Award 100% of the number of RSS awards granted.
Minimum Award 0% of the number of RSS awards granted, subject to clawback.
Term The term of the outstanding RSS awards that were assumed by Barrick upon completion of the Merger varies by award.
Vesting Criteria Outstanding RSS awards vest based on Barrick’s relative total shareholder return performance versus the EMIX Global Mining Gold Index (“Index”). Performance is tested from December 17, 2018, the date on which the Royal Court of Jersey sanctioned the scheme of arrangement for the Merger, and December 31 prior to the normal vesting date for each award.

Barrick TSR compared to Index TSR  Percentage of Award which will vest
Barrick TSR is less than Index TSR 0%
Barrick TSR is equal to Index TSR 25%
Barrick TSR exceeds Index TSR by less than 10% per annum Pro rata 25% – 100% (straight-line)
Barrick TSR exceeds Index TSR by 10% per annum or more 100%
Committee Discretion The Compensation Committee has the discretion to designate the vesting date for RSS awards at the time of grant, which may result in grants that vest in less than three years.
Pricing at Time of Grant At grant, each RSS award had a value equal to the closing price in U.S. dollars of Barrick Shares on the NYSE.
Dividends Not applicable.
Payout Value At vesting, each RSS award will have a value equal to the closing price in U.S. dollars of Barrick Shares on the NYSE. The Compensation Committee has the discretion to adjust awards in unusual circumstances.
Form of Settlement Barrick Shares
Clawback RSS awards are subject to the Clawback Policy. For details, the full text of our Clawback Policy is available on our website at www.barrick.com/about/governance.