You are invited to attend Barrick’s 2018 Annual Meeting of Shareholders (the Meeting) at which you will be asked to vote:
- To elect 15 director nominees;
- To appoint PricewaterhouseCoopers LLP as our auditor for 2018; 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.
If you plan to attend the Meeting in person, you will need to register with our transfer agent, AST Trust Company (Canada) (AST), at the registration desk to obtain an admission card before entering the Meeting. Please see Voting Procedures for further instructions.
This year, for the first time, Barrick is offering registered shareholders the opportunity to participate in the Meeting by way of a live webcast. This webcast, which is intended to enhance shareholder engagement, will allow registered shareholders to participate, ask questions, and vote “real time” at the Meeting through an online portal. Accordingly, if you are a registered shareholder and are unable to attend the Meeting in person, you may choose to participate via the live webcast of the Meeting through our website at www.barrick.com/investors/agm. Non-registered (or beneficial) shareholders may view a live webcast of the Meeting through our website at www.barrick.com/investors/agm, but will not have the ability to vote virtually or ask questions through the live webcast.
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 (Common Shares). You are eligible to vote your Common Shares if you were a shareholder of record at the close of business on February 23, 2018. You may vote in person or by proxy. Please 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 16, 2018
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 15, 2018, 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 2017 reported by the Bank of Canada was US $1.00 = Cdn $1.2986.