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2021 DIGITAL INFORMATION CIRCULAR (Interactive Proxy Statement)

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2021 Meeting

Letter from the Executive Chairman

John Thornton

March 26, 2021

Dear Fellow Shareholders

This time last year, when the Covid-19 pandemic had just descended upon the world, I wrote to you that this was a global disaster which would radically change the way we live and work. If anything, that has proved to be an understatement. While the vaccination programs now widely under way will curb and may conquer the virus, the destruction it leaves in its wake will exact an as yet incalculable socio-economic toll.

Barrick responded promptly and effectively to the pandemic. Our alert and agile management, our culture of partnership and our commitment to being a good neighbor not only shielded our people and business from the pandemic’s worst impacts but also safeguarded the communities in which we operate. We provided substantial financial and operational support to our host countries and by stimulating small and medium-sized enterprises we are creating an environment in which our communities and partners can survive the pandemic and thrive in its aftermath.

Covid-19 was not the only challenge Barrick faced in 2020. After taking over the Tanzanian assets we ended the three-year-long standoff between their former operators and the government, settled all outstanding disputes, re-planned and re-started the mines and established a ground-breaking formal partnership with the state. Elsewhere too we made significant progress in resolving long-standing relationship issues and restoring or reinforcing our social license to operate. In Papua New Guinea, we continue to negotiate the resumption of mining at Porgera.

Under these circumstances, the Barrick team, led by Mark Bristow, supported by the corporate and regional executives, did extremely well to build on 2019’s excellent performance, capitalizing fully on the higher gold price and delivering on our production guidance. We ended 2020 with one of the industry’s strongest balance sheets, having increased the quarterly dividend threefold since the announcement of the Merger more than two years ago. As described in our Information Circular, we also propose to return surplus funds to shareholders through a return of capital in 2021, further increasing returns to our shareholders while maintaining the strength of our balance sheet.

During the year we made significant progress in building our future leadership by injecting youth and diversity into a highly experienced team, thus aligning it not only with technological advances but also with the evolving expectations of a rapidly changing world. A wide range of skills, experience, perspectives and backgrounds will, we believe, foster continuing innovation, equip us to deal effectively with opportunities, challenges and risks, and draw us even closer to our stakeholders worldwide. Barrick has a high-performance culture and, in order to attract outstanding people who will share our vision and values, our compensation model is ownership-based. A broad spectrum of our employees are also shareholders, with a stake in the future success of the Company and a common interest with our other investors.

The diversity of the team also strengthens our ability to set the sustainability standard for the industry. Last April we became the first mining company to publish a Sustainability Scorecard as part of our annual sustainability report. Our grade for 2019 was a B and I am pleased to report that we have improved our performance against almost all sustainability metrics in 2020. Our 2020 Sustainability Report, which will include the new scorecard, will be published in April 2021.

Barrick has emerged even stronger from a very difficult year and has made significant progress since the transformational merger with Randgold towards our goal of becoming the world’s most valued gold company, with the best assets, managed by the best people to deliver the best results. There remains more to do, however, and our five- and ten-year plans will keep the team firmly focused on the attainment of our next set of goals.

The support and guidance of the Board have been of inestimable value in 2020 and I thank my fellow Directors on the Board of Barrick as well as the members of the International Advisory Board for their close involvement with the Company and their sage advice on our strategic direction. While our meetings moved online last year, the Barrick Board strengthened its oversight and stewardship, receiving detailed updates from senior management on the Company’s response to the pandemic. The Board’s risk oversight was greatly aided by Mark Bristow’s first-hand knowledge of the operations. He visited each of the mines three times in 2020, observing all the safety protocols, and his early decisive action was instrumental in our effective management of the pandemic. The Board also participated in regular education sessions presented by senior management and a comprehensive orientation program for new Directors was conducted entirely online.

In conclusion, I have the pleasure of inviting you to the Annual and Special Meeting of Shareholders on May 4, 2021. We expect that, as was the case last year, this will be a virtual meeting but we shall monitor the situation closely and a physical location will be provided if conditions allow. Our Information Circular details how to participate in the virtual meeting, how to vote and how to contact me, my fellow Directors and the Company.

On behalf of the Board, I thank you for your support during the past year. We look forward to your participation in the meeting.

Signature of John L. Thornton

John L. Thornton
Executive Chairman

Letter from the Lead Director

J.B. HarveyMarch 26, 2021

Dear Fellow Shareholders

Your Board of Directors believes that good corporate governance is foundational to Barrick’s long-term success. Our work on your behalf is guided by three core principles: we are highly engaged; we seek feedback from and listen to our fellow owners; and we apply rigorous oversight to every aspect of the business.

In 2020, the Board was closely involved with Barrick’s response to the Covid-19 pandemic which effectively managed and mitigated the impact of the virus on our people, our business and our communities.

In addition to providing rigorous oversight of pandemic-related risks, the Board also supervised all other aspects of the Company’s strategy, including its approach to managing legacy issues in jurisdictions such as Tanzania, Argentina and Papua New Guinea as well as its sustainability and human capital strategies which are critical to support value creation in the long run. Barrick’s sustainability performance was subject to detailed quarterly reviews of environmental, health and safety, corporate social responsibility and human rights matters by the Corporate Governance & Nominating Committee. Our Board committees played an active part in financial and risk oversight, ESG, Board and management diversity, stakeholder relations, and remuneration.

The Audit & Risk Committee performed a critical role in assisting the Board with its oversight of enterprise risks and how these were being managed in a year of unprecedented change. It also oversaw the financial reporting process and the quality, transparency and integrity of Barrick’s financial reporting and disclosures.

The Committee received in-depth briefings on a wide variety of key topics including:

  • Potential impacts of Covid-19 on Barrick’s operations and the implementation of its group-wide pandemic management plan
  • Barrick’s financial plan with a focus on ensuring liquidity and strength
  • Liability management and dividend strategies, designed to secure the continuing improvement in our balance sheet and sustainable increases in the quarterly dividend
  • Geopolitical risks and mitigation strategies founded on Barrick’s partnerships with our host countries
  • Management of legacy and emerging tax risks across the portfolio
  • Disclosure of payments to governments under Canada’s Extractive Sector Transparency Measures Act and Barrick’s new group tax policy which sets global standards for managing tax
  • Alignment of the sale of non-core assets with Barrick’s focus on Tier One assets and its closure liability management strategy
  • Implementation of the framework agreement for the resolution of disputes with the government of Tanzania and the integration of the legacy assets into the Africa and Middle East region
  • Legal and governmental engagement strategy to reach a mutually agreed framework for the re-opening of the Porgera mine
  • Implementation of Barrick’s revised Code of Conduct and Business Ethics and of an integrated compliance plan following the merger with Randgold
  • Climate change-related risks and public disclosure requirements in line with the recommendations of the Task Force on Climate-Related Financial Disclosures
  • First phase of the group-wide roll-out of the new SAP enterprise resource planning and reporting platform, delivered on time despite the Covid-19 disruptions
  • Barrick’s cybersecurity strategy and key cyber-related risks

We are also focused on Board renewal and have increased its diversity, including gender diversity, since the Merger. During these two years we have added two new Directors to our Board of 10. They are highly qualified women who were identified through a rigorous search and selection process: Ms. Loreto Silva, who has significant expertise in large-scale infrastructure projects and wide-ranging experience in legal and government affairs with a specific focus on South America; and Ms. Anne Kabagambe, whose perspective on doing business internationally is informed by her experience in engaging with governments, the private sector and civil society as well as her knowledge of the global resource, banking, and education sectors through her previous role as an Executive Director of the World Bank representing the interests of 22 Sub-Saharan African countries.

The Board includes international business leaders and mining industry professionals with expertise and experience of working in all of the jurisdictions in which Barrick operates. Its broad range of perspectives, skills, professional experience, and backgrounds is designed to best address the opportunities, challenges and risks of our business, and to effectively represent our global stakeholders.

Board renewal is a continuing process and the Corporate Governance & Nominating Committee is currently looking for an additional appropriately qualified female candidate to appoint to the Board.

A fundamental value at the new Barrick is transparency. Throughout 2020 the Board, the executive and senior management have been in regular contact with stakeholders to update them on the Company’s performance. This was not prompted by the pandemic but is a permanent part of the way we do business and our philosophy of partnership. One group we started to engage with regularly during 2020 was the ESG research and raters community. A team led by the Sustainability Executive held a virtual roundtable with this increasingly important group in the first half of the year, followed by individual meetings in the second half. While we might not always agree, we always take time to listen, understand and take feedback on board.

The challenges posed by the pandemic have brought the importance of strong ESG governance into sharper focus for investors, governments and communities alike. Operating responsibly, however, is not something new for Barrick. It is entrenched in our DNA. Our approach to sustainability governance is simple – we foster accountability at the site level, on the ground where the business is, not from a corporate office. That is why one of the first changes we made following the Merger was to establish the Environmental and Social Oversight Committee (E&S Committee). The E&S Committee is chaired by Mark Bristow and brings management and sustainability teams from every site together on a quarterly basis to review our performance against a range of sustainability KPIs. It also reviews emerging challenges and opportunities to enable collective brainstorming and knowledge sharing. The E&S Committee includes an independent sustainability consultant in an advisory role.

We believe that regular, transparent communication is essential to our long-term success. In the fourth quarter of 2020, we met with 31 of our largest institutional shareholders to update them on our response to the pandemic; our operational and sustainability performance; governance; our compensation policy and how it supports our business and evolving human capital strategies; and our ongoing Board renewal and diversity process. Through this dialogue, we ensure that our approach to corporate governance reflects the demands of a changing business environment and the priorities of our shareholders and other stakeholders.

Barrick’s compensation policy is designed to reward sustained, industry-leading performance delivery and to drive accountability through share ownership: as meaningful shareholders, we are focused on and invested in the Company’s long-term value creation. Employee share ownership at Barrick is broad and deep, and the Executive Chairman and Named Partners continue to build on their substantial equity stake. Today, the Executive Chairman owns 2,742,127 shares and our Named Partners have a collective ownership position of more than 6,259,409 shares.

Determining executive compensation remains a core responsibility of the Board and the Compensation Committee. As described in our Information Circular, we have updated our executive compensation plans to further reinforce our distinctive ownership culture and to reward and retain our top talent. These enhancements were informed by shareholder feedback and independent advice.

We updated our cornerstone PGSU Plan to accelerate employee share ownership through a phased vesting schedule and to provide access to awards, subject to the achievement of market-leading performance requirements. To reinforce our commitment to maintaining market-leading share ownership requirements, our Partners are now required to hold at least 50% of their minimum share ownership requirement in actual Barrick Shares. We refined our Long-Term Company Scorecard measures to align with our strategy and our definition of sustainable value creation, which encompasses the economic benefits we deliver to all our stakeholders, the care with which we treat our people, communities, and the environment, our creation of opportunities for advancement in countries that lack them, our strategic focus on long-term sustainability, and the superior returns we generate for our fellow owners. Accordingly we linked 25% of all PGSU awards to our sustainability performance, as assessed by our industry-leading Sustainability Scorecard, and 10% to the evolution of our human capital strategy. We introduced a multi-year performance assessment period for our Long-Term Company Scorecard to evaluate our achievements since the Merger. The Executive Chairman’s LTI award has been based entirely on relative TSR performance over a three-year period to ensure that his compensation is aligned with the long-term shareholder experience.

For 2020, the Compensation Committee gave Barrick’s management leaders a collective grade of 75.5 out of 100, as measured against our Long-Term Company Scorecard. Our Named Partners received an average score of 87.25 out of 100 on their personal scorecards, which are tailored to their individual responsibilities. Barrick’s three-year total shareholder return was positioned at the 76th percentile of the constituents of the MSCI World Metals and Mining Index and absolute total shareholder return was 70.6% over the same period. After applying the agreed framework for the Executive Chairman, the Compensation Committee recommended, and the independent directors approved, a total long-term incentive award of $4.375 million. In keeping with Barrick’s market-leading shareholding requirements, Mr. Thornton was required to use a majority of the after-tax proceeds of his long-term incentive award to purchase Barrick Shares, which he must hold until the later of three years from the date of purchase or retirement, further building on his substantial ownership position. All incentive awards are subject to our enhanced clawback policy.

The social, economic and political problems presented by the coronavirus pandemic in 2020 are without precedent in recent history. In these circumstances, Barrick’s continued delivery on its vision of building the world’s most valued gold mining business must rank as an extraordinary achievement. Not only did Barrick produce an exemplary financial and operational performance, we again tangibly demonstrated a commitment to our key principles of partnership and sustainability, even intensifying it in these difficult circumstances. My fellow Directors and I are proud to have been part of this progress.

Signature of J.B. Harvey

J.B. Harvey
Lead Director

Notice of 2021 Annual and Special Meeting

Fellow Shareholders:

You are invited to attend Barrick’s 2021 Annual and Special Meeting of Shareholders (the Meeting) at which you will be asked to vote:

  • To elect ten director nominees;
  • To appoint PricewaterhouseCoopers LLP as our auditor for 2021;
  • To approve our non-binding advisory vote on our approach to executive compensation; and
  • To approve the Capital Reduction in order to enable the Return of Capital to our shareholders as described in Schedule G of the Circular.

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.

Due to the global Covid-19 pandemic, Barrick will be convening and conducting a virtual Meeting as it did last year. 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 in “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) which may be attended in person or, in the case of registered shareholders, through an online video portal, as soon as public health officials determine that it is safe to do so.

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 5, 2021. You may vote virtually or by proxy. Click here for further instructions on how you can vote.

By Order of the Board of Directors,

Signature of Dana W. Stringer

Dana W. Stringer
Vice-President, Corporate Secretary and Associate General Counsel
March 26, 2021

General Information
In this Circular, “you”, “your”, and “shareholder” refer to the common shareholders of Barrick. “We”, “us”, “our”, the “Company”, the “Group”, and “Barrick” refer to Barrick Gold Corporation, unless otherwise indicated. Information in this Circular is as of March 25, 2021, 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 2020 reported by the Bank of Canada was US $1.00 = Cdn $1.34.

 

Key Terms

After-Tax Shares

Barrick Shares that are purchased on the open market with after-tax compensation proceeds

API

Annual Performance Incentive

API Scorecards

Annual Performance Incentive Scorecards

Articles

The Notice of Articles and the Articles of Continuation of Barrick

Audit Services Policy

Policy on Pre-Approval of Audit, Audit-Related, and Non-Audit Services

Barrick Shares

Common shares of Barrick

BCBCA

Business Corporations Act (British Columbia)

Board of Directors or Board

Board of Directors of Barrick

Capital Reduction

The proposed reduction in the capital in respect of the Barrick Shares by an aggregate amount of $750 million to be effected by the Return of Capital

Capital Reduction Resolution

A special resolution of the holders of Barrick Shares approving the Capital Reduction in accordance with section 74(1) of the BCBCA, the full text of which is set out in Schedule G

Change in Control Plan

Partner Change in Control Severance Plan

Circular

This 2021 Information Circular

Class 1 Environmental Incident

An incident that causes significant negative impacts on human health or the environment or an incident that extends onto publicly accessible land and has the potential to cause significant adverse impact to surrounding communities, livestock, or wildlife.

Clawback Policy

Amended and Restated Incentive Compensation Recoupment Policy

Code

Code of Business Conduct and Ethics

DSUs

Deferred Share Units

E&S Committee

Environmental, Social and Health and Safety Oversight Committee

Executive Committee

Executives of Barrick other than the Executive Chairman, including the President and Chief Executive Officer; Senior Executive Vice-President, Chief Financial Officer; Senior Executive Vice-President, Strategic Matters; Chief Operating Officer, North America; Chief Operating Officer, Latin America and Asia Pacific; Chief Operating Officer, Africa and Middle East; and others as may be appointed from time to time

Global Peer Group

Agnico Eagle Mines Limited, Anglo American plc, AngloGold Ashanti Ltd., Antofagasta plc, BHP Group, First Quantum Minerals Ltd., Freeport McMoran Inc., Kinross Gold Corporation, Newcrest Mining Limited, Newmont Corporation, Rio Tinto Ltd., South32 Limited, Teck Resources Limited, Wheaton Precious Metals Corp., Apache Corporation, Canadian Natural Resources Ltd., Hess Corporation, Marathon Oil Corporation, Occidental Petroleum Corporation, and Suncor Energy Ltd.

KCGM Sale

The sale on November 29, 2019 by the Company’s wholly-owned subsidiary, Barrick Administration Company Pty Limited, of its 50% indirect interest in the Kalgoorlie Super Pit gold mine in Western Australia, to Saracen Mineral Holdings Limited for gross sale proceeds of $750 million cash, subject to certain adjustments

LTI

Long-Term Incentives

Massawa Sale

The sale on March 4, 2020 by the Company’s wholly-owned subsidiary, Barrick Gold (Holdings) Limited, of its indirect interest in the Massawa gold project in Senegal for $256 million in cash (net of $25 million that Barrick provided through its participation in the $225 million syndicated debt financing facility secured by Teranga in connection with the transaction), and 19,164,403 Teranga common shares (worth $104 million at the date of closing) plus a contingent payment of up to $46.25 million based on the three-year average gold price, which was valued at $28 million at the date of closing. Barrick has subsequently received full repayment of the outstanding loan.

Meeting

2021 Annual and Special Meeting, to be held on May 4, 2021

Merger

The acquisition by Barrick of Randgold on January 1, 2019

Named Partners

President and Chief Executive Officer; Senior Executive Vice-President, Chief Financial Officer; Senior Executive Vice-President, Strategic Matters; and Chief Operating Officer, North America

Nevada Gold Mines

Nevada Gold Mines LLC, Barrick’s joint venture with Newmont that combined their respective mining operations, assets, reserves, and talent in Nevada, USA

NYSE

New York Stock Exchange

Partnership Plan

Provides Partners (including the Named Partners) with eligibility for the API Program, the PGSU Plan, and the Change in Control Plan

PGSUs

Performance Granted Share Units

Randgold

Randgold Resources Limited

Return of Capital

The distribution by Barrick to holders of Barrick Shares of an amount equal to the Capital Reduction, which amount is proposed to be paid in three equal tranches in June, September, and December 2021  

Return of Capital Record Date

Each of the three dates to be established by the Board to determine the Barrick shareholders eligible to receive a tranche of the Return of Capital as a distribution, which dates are expected to be in May, August, and November 2021, respectively

RSUs

Restricted Share Units

Sale Proceeds

Net cash proceeds received by Barrick and its affiliates from the Massawa Sale, the KCGM Sale, the Shandong Share Sale and other dispositions

SEC

U.S. Securities and Exchange Commission

Shandong Share Sale

The sale on June 16, 2020 by Barrick of 79,268,800 shares of Shandong Gold Mining Co., Ltd., representing the majority of its strategic position, for gross sale proceeds of approximately $210 million

Sustainability Scorecard

A scorecard that measures Barrick’s ESG performance based on key performance indicators that are aligned to priority areas set out in Barrick’s strategy

Tier One Gold Asset

An asset with a reserve potential to deliver a minimum 10-year mine life, annual production of at least 500,000 ounces of gold and total cash costs(1) per ounce over the mine life that are in the lower half of the industry cost curve

Tier Two Gold Asset

An asset with a reserve potential to deliver a minimum 10-year life, annual production of at least 250,000 ounces of gold and total cash costs(1) per ounce over the mine life that are in the lower half of the industry cost curve

Strategic Asset

An asset which, in the opinion of Barrick, has the potential to deliver significant unrealized value in the future

TSR

Total Shareholder Return

TSX

Toronto Stock Exchange

  1. “Total cash cost” is a non-GAAP financial performance measure with no standardized definition under the International Financial Reporting Standards (IFRS) and therefore may not be comparable to similar measures presented by other issuers. Barrick believes that total cash cost is a useful indicator for investors and management of a mining company’s performance as it provides an indication of a company’s profitability and efficiency, the trends in cash costs as the company’s operations mature, and a benchmark of performance to allow for comparison against other companies.

Non-GAAP Financial Performance Measures

Certain financial performance measures in this Circular – namely Adjusted Net Earnings, Free Cash Flow, Total Cash Costs and All-in Sustaining Costs – are not prescribed by IFRS. These non-GAAP financial measures are included because management uses the information to analyze business performance and financial strength. These non-GAAP financial performance measures are intended to provide additional information only and do not have any standardized definition under IFRS and may not be comparable to similar measures presented by other companies. These non-GAAP financial measures should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. For further details regarding non-GAAP financial performance measures, see Other Information – Use of Non-GAAP Financial Performance Measures.

Forward-Looking Information

This Circular contains “forward-looking information” within the meaning of applicable Canadian securities legislation. Often, but not always, forward-looking information can be identified by the use of words such as “aim”, “aspire”, “strive”, “will”, “expect”, “intend”, “plan”, “believe”, or similar expressions, as they relate to the Company. In particular, this Circular contains forward-looking information pertaining to the belief of management that the Company’s ability to implement a business plan that focuses on its 2021 strategic priorities (see “Executive Summary – Our 2021 Strategic Priorities) will further Barrick’s aim to be the world’s most valued gold mining business (see “Compensation Discussion & Analysis). These statements are based on the reasonable assumptions, estimates, analysis, and opinions of management made in light of management’s experience and perception of trends, current conditions, and expected developments, as well as other factors that management considers to be relevant and reasonable at the date that such statements are made. Forward-looking information involves known and unknown risks, uncertainties, assumptions, and other factors that may cause the actual results, performance, or achievements of the Company, as applicable, to be materially different from those anticipated, estimated, or intended. Forward-looking information contained herein is made as of the date of this Circular, and, other than as required by securities law, the Company disclaims any obligation to update any forward-looking information, whether as a result of new information, future events, or results or otherwise unless so required by applicable securities laws.

 

Meeting and Voting Information

Proxy Solicitation and Meeting Materials

How we will solicit proxies

Your proxy is being solicited on behalf of Barrick’s management in connection with the meeting to be held on May 4, 2021 (the Meeting). Management will solicit proxies primarily by mail, but proxies may also be solicited personally by telephone by employees of the Company. We have retained the services of Kingsdale Advisors (Kingsdale) to assist in soliciting proxies by mail and telephone for estimated aggregate fees of approximately $45,000, plus distribution costs and other expenses. Our contractual arrangements with Kingsdale provide for additional fees to be payable in certain circumstances. The costs of preparing and distributing the Meeting materials and the cost of soliciting proxies will be borne by the Company.

How we use Notice and Access

Since 2013, we have distributed our information circular for our annual meeting and related proxy form to our shareholders by sending them a notice of electronic availability of such circular. The notice of electronic availability in respect of the Meeting provides instructions on how to access and review an electronic copy of our 2021 information circular for the Meeting (the Circular) and instructions on voting by proxy at the Meeting. This process is known as Notice and Access.

  • How Barrick shareholders benefit from Notice and Access: Notice and Access expedites our shareholders’ receipt of these materials, lowers printing and distribution costs, and reduces the environmental impact of our Meeting.
  • How to obtain a paper copy of our Circular: Shareholders can request a paper copy of the Circular at www.meetingdocuments.com/astca/abx or by calling AST Trust Company (Canada) (AST) toll-free at 1-888-433-6443 from Canada and the United States or by calling collect at 416-682-3801 from other locations or by e-mailing fulfilment@astfinancial.com. If you have previously provided instructions to receive a paper copy of our Circular and do not want to receive a paper copy in the future, please contact your broker.

How meeting materials will be delivered to shareholders

The proxy materials are sent to our registered shareholders through our transfer agent, AST. We generally do not send our proxy materials directly to non-registered shareholders and instead use the services of Broadridge Investor Communications Corporation (Broadridge) who acts on behalf of intermediaries to send proxy materials. We intend to pay intermediaries to send proxy materials and voting instruction forms to objecting non-registered shareholders.


Meeting Procedures

Attending the Meeting

Calendar icon
Date: May 4, 2021
Time: 10:00 a.m. (Toronto time)
Location: https://web.lumiagm.com/492500406

Why is Barrick holding a virtual-only Meeting?

Due to the ongoing unprecedented public health concerns related to the global Covid-19 pandemic, and to mitigate the health risks to our shareholders, employees, and other stakeholders, Barrick has again decided to hold a virtual-only Meeting this year, which will be conducted via live webcast. 

Although Barrick is planning a virtual-only Meeting at this time, as a Company of Owners, Barrick places significant importance on in-person engagement with its shareholders. For this reason, should circumstances in the coming weeks allow and public health officials deem it safe and appropriate, Barrick intends to make available a physical meeting location which will allow shareholders who wish to attend and vote at the Meeting in person to do so. This will be in addition to allowing shareholders to participate online as described in this Circular. If an in-person Meeting becomes possible, and Barrick is able to proceed with a hybrid format (physical/virtual) as it has in past years, Barrick will communicate full details to its shareholders by press release in advance of the Meeting date. Regardless of whether Barrick is able to hold an in-person Meeting this year, Barrick intends to return to a hybrid meeting format (physical/virtual) once public health officials determine that it is safe to do so.

If Barrick is able to hold an in-person component of the Meeting, shareholders who wish to attend and vote at the Meeting in person should see “Voting Procedures” below for additional information. 

How many shareholders are needed to reach a quorum?

We need to have at least two people present at the Meeting who hold, or represent by proxy, in aggregate, at least 25% of the issued and outstanding Barrick Shares entitled to be voted at the Meeting. On March 25, 2021, the Company had 1,778,371,343 Barrick Shares outstanding. Each Barrick Share is entitled to one vote. Shareholders who participate in and/or vote at the Meeting virtually are deemed to be present at the Meeting for all purposes, including quorum.

Does any shareholder beneficially own 10% or more of the issued and outstanding Barrick Shares?

To the knowledge of the directors and senior officers of the Company, as of March 25, 2021, no person beneficially owned, directly or indirectly, or exercised control or direction over, voting securities carrying 10% or more of the voting rights attached to the outstanding Barrick Shares.

Will Company employees vote their Barrick Shares at the Meeting?

Employees of Barrick are entitled to vote Barrick Shares beneficially owned by them, including those held in our equity compensation plans, at the Meeting. As of March 25, 2021, less than 1% of the Barrick Shares were beneficially owned by employees through our equity compensation plans.


Voting Procedures

How do I vote my Barrick Shares?

Please follow the voting instructions based on whether you are a registered or non-registered shareholder:

  • You are a registered shareholder if you have a share certificate issued in your name or appear as the registered shareholder on the books of the Company.
  • You are a non-registered shareholder if your Barrick Shares are registered in the name of an intermediary (for example, a bank, trust company, investment dealer, clearing agency, or other institution).

If you are not sure whether you are a registered or non-registered shareholder, please contact AST by email at inquiries@astfinancial.com. Alternatively, please call AST toll-free at 1-800-387-0825 from Canada and the United States or collect at 416-682-3860 from other locations.


How can I vote if I am a registered shareholder?

   Option 1 – By proxy (proxy form)

World Globe icon

By Internet:

Go to AST’s website at www.astvotemyproxy.com and follow the instructions on screen. You will need your 13-digit Control Number, which can be found on your proxy form.

See below, under the heading “How will my Barrick Shares be voted if I return a proxy?”, for more information.

Phone icon

By Telephone:

Call 1-888-489-7352 (toll-free in Canada and the United States) from a touch-tone phone and follow the instructions. You will need your 13-digit Control Number, which can be found on your proxy form.

Please note that you cannot appoint anyone other than the directors and officers named on your proxy form as your proxyholder if you vote by telephone. See below, under the heading “How will my Barrick Shares be voted if I return a proxy?”, for more information.

Fax Machine icon

By Fax:

Complete, sign, and date your proxy form, and send all pages (in one transmission) by fax to 1-866-781-3111 (toll-free in Canada and the United States) or 416-368-2502 (outside Canada and the United States).

See below, under the heading “How will my Barrick Shares be voted if I return a proxy?”, for more information.

Mail icon

By Mail:

Complete, sign, and date your proxy form, and return it in the envelope provided.

See below, under the heading “How will my Barrick Shares be voted if I return a proxy?”, for more information.

Two People icon

Appointing another person to attend the Meeting virtually and vote your Barrick Shares for you:

You may appoint a person other than the directors and officers designated by the Company on your proxy form to represent you and vote on your behalf at the Meeting. This person does not have to be a shareholder. To do so, strike out the names of our directors and officers that are printed on the proxy form and write the name of the person you are appointing in the space provided. Complete your voting instructions, sign, and date the proxy form, and return it to AST as instructed. Please ensure that the person you appoint is aware that he or she has been appointed to attend the virtual Meeting on your behalf.

In order to participate in the virtual Meeting, your proxyholder must request a Control Number for the Meeting from AST by 3:00 p.m. (Toronto time) on May 3, 2021. Control Numbers can be obtained online by completing an electronic form on AST’s website, or by contacting AST by phone:

Electronic form
https://lp.astfinancial.com/control-number-request-en.html

By phone
Contact AST at 1-866-751-6315 (within North America) or 1-212-235-5754 (outside of North America)

This Control Number will allow your proxyholder to log in to the live webcast and vote at the Meeting using the LUMI meeting platform. Without a Control Number, your proxyholder will not be able to vote at the Meeting. AST will provide your duly appointed proxyholder with a Control Number provided that your proxy has been received by AST prior to this deadline. Please note that you cannot appoint anyone other than the directors and officers named on your proxy form as your proxyholder if you vote by telephone.

Please see below, under the headings “How can I log in to the Meeting” and “How will my Barrick Shares be voted if I return a proxy?” for more information.

   Option 2 – In person via Internet Webcast

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Registered shareholders have the ability to participate, ask questions, and vote at the Meeting using the LUMI meeting platform. Eligible registered shareholders may log in at https://web.lumiagm.com/492500406, click on “I have a Control Number”, enter the 13-digit Control Number found on the proxy, and the password barrick2021 (case sensitive), then click on the “Login” button. During the Meeting, you must ensure you are connected to the Internet at all times in order to vote when polling is commenced on the resolutions put before the Meeting. It is your responsibility to ensure Internet connectivity. You will also need the latest version of Chrome, Safari, Edge, or Firefox. Please do not use Internet Explorer. As internal network security protocols (such as firewalls and VPN connections) may block access to the LUMI meeting platform, please ensure that you use a network that is not restricted to the security settings of our organization or that you have disabled your VPN setting. It is recommended that you log in at least one hour before the Meeting. Non-registered shareholders must follow the procedures outlined below to participate in the Meeting using the LUMI meeting platform. Non-registered shareholders who fail to comply with the procedures outlined below may nonetheless view a live webcast of the Meeting by going to the same URL as above and clicking on “I am a guest” or on our website at www.barrick.com/investors/agm.

   Option 3 – In person at the Meeting (Should Circumstances Allow)

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Currently, only a virtual Meeting is being planned by Barrick. If circumstances in the coming weeks allow and public health officials deem it safe and appropriate, 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. If attendance at the Meeting in person becomes possible, details will be communicated to shareholders by press release. If an in-person Meeting becomes possible and you intend to vote in person at the Meeting, you do not need to complete or return your proxy form.


How can I vote if I am a non-registered shareholder?

   Option 1 – By proxy (voting instruction form)

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You will receive a voting instruction form that allows you to vote on the Internet, by telephone, by fax, or by mail. To vote, you should follow the instructions provided on your voting instruction form. Your intermediary is required to ask for your voting instructions before the Meeting. Please contact your intermediary if you did not receive a voting instruction form.

Alternatively, you may receive from your intermediary a pre-authorized proxy form indicating the number of Barrick Shares to be voted, which you should complete, sign, date, and return as directed on the form.

   Option 2 – In Person via Internet Webcast

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We do not have access to the names or holdings of our non-registered shareholders. That means you can only vote your Barrick Shares virtually at the Meeting if you have (a) previously appointed yourself as the proxyholder for your Barrick Shares, by printing your name in the space provided on your voting instruction form and submitting it as directed on the form, and (b) by no later than 3:00 p.m. (Toronto time) on May 3, 2021, you contacted AST to request a Control Number. Control Numbers can be obtained online by completing an electronic form on AST’s website, or by contacting AST by phone:

Electronic form
https://lp.astfinancial.com/control-number-request-en.html

By phone
Contact AST at 1-866-751-6315 (within North America) or 1-212-235-5754 (outside of North America)

This Control Number will allow you to log in to the live webcast and vote at the Meeting. Without a Control Number, you will not be able to ask questions or vote at the Meeting. During the Meeting, you must ensure you are connected to the Internet at all times in order to vote when polling is commenced on the resolutions put before the Meeting. It is your responsibility to ensure Internet connectivity. You will also need the latest version of Chrome, Safari, Edge, or Firefox. Please do not use Internet Explorer. As internal network security protocols (such as firewalls and VPN Connections) may block access to the LUMI meeting platform, please ensure that you use a network that is not restricted to the security settings of your organization or that you have disabled your VPN setting. It is recommended that you log in at least one hour before the Meeting.

You may also appoint someone else as the proxyholder for your Barrick Shares by printing their name in the space provided on your voting instruction form and submitting it as directed on the form. If your proxyholder intends to participate in the virtual Meeting, he or she must contact AST at 1-866-751-6315 (within North America) or 1 (212) 235-5754 (outside of North America) by no later than 3:00 p.m. (Toronto time) on May 3, 2021 to obtain a Control Number for the Meeting.

Your voting instructions must be received in sufficient time to allow your voting instruction form to be forwarded by your intermediary to AST before 5:00 p.m. (Toronto time) on April 30, 2021. If you plan to participate in the virtual Meeting (or to have your proxyholder attend the virtual Meeting), you or your proxyholder will not be entitled to vote or ask questions online unless the proper documentation is completed and received by your intermediary well in advance of the Meeting to allow them to forward the necessary information to AST before 5:00 p.m. (Toronto time) on April 30, 2021. You should contact your intermediary well in advance of the Meeting and follow their instructions if you want to participate in the virtual Meeting.

Non-registered shareholders who do not object to their name being made known to the Company may be contacted by our proxy solicitors to assist in conveniently voting their Barrick Shares directly by telephone. Barrick may also utilize the Broadridge QuickVote service to assist such shareholders with voting their Barrick Shares. See How we will solicit proxies for more information.

Please see below under the heading “How can I log in to the virtual Meeting?” for more information.

   Option 3 – In person at the Meeting (Should Circumstances Allow)

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Currently, only a virtual Meeting is being planned by Barrick. If circumstances in the coming weeks allow and public health officials deem it safe and appropriate, 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. If attendance at the Meeting in person becomes possible, details will be communicated to shareholders by press release. If an in-person Meeting becomes possible and you intend to vote in person at the Meeting, you must follow the procedures under “Option 2 – In Person via Internet Webcast” above, except you will not be required to contact AST in order to obtain a Control Number.

 
Is there a deadline for my proxy to be received?

Yes. Whether you vote by mail, fax, telephone, or Internet, your proxy must be received by no later than 5:00 p.m. (Toronto time) on Friday, April 30, 2021. If the Meeting is adjourned or postponed, your proxy must be received by 5:00 p.m. (Toronto time) on the second-last business day before the reconvened meeting.

As noted above, if you are a non-registered shareholder, all required voting instructions must be submitted to your intermediary sufficiently in advance of this deadline to allow your intermediary time to forward this information to AST. Barrick reserves the right to accept late proxies and to waive the proxy cut-off deadline, with or without notice, but Barrick is under no obligation to accept or reject any particular late proxy.

How can I log in to the virtual Meeting?

Only shareholders of record at the close of business on March 5, 2021 and other permitted attendees may virtually attend the Meeting. Attending the Meeting virtually allows registered shareholders and duly appointed proxyholders, including non-registered shareholders who have duly appointed themselves or a third-party proxyholder, to participate, ask questions, and vote at the Meeting using the LUMI meeting platform. Guests, including non-registered shareholders who have not duly appointed themselves or a third party as proxyholder, can log into the virtual Meeting as a guest. Guests may listen to the Meeting, but will not be entitled to vote or ask questions.

  • Registered shareholders and duly appointed proxyholders may log in online at https://web.lumiagm.com/492500406, click on “I have a Control Number”, enter the 13-digit Control Number found on the proxy or provided to a duly appointed proxyholder, as applicable, and the password barrick2021 (case sensitive), then click on the “Login” button. We recommend you log in at least one hour before the Meeting begins. For registered shareholders, the Control Number is located on your form of proxy. For duly appointed proxyholders (including non-registered shareholders who have appointed themselves), your Control Number will be provided by AST provided that you or your proxyholder has been duly appointed in accordance with the procedures outlined in this Circular.
  • Non-registered shareholders may view a live webcast of the Meeting by going to the same URL as above and clicking on “I am a guest” or on our website at www.barrick.com/investors/agm.

During the Meeting, you must ensure you are connected to the Internet at all times in order to vote when polling is commenced on the resolutions put before the Meeting. It is your responsibility to ensure Internet connectivity. You will also need the latest version of Chrome, Safari, Edge, or Firefox. Please do not use Internet Explorer. As internal network security protocols (such as firewalls and VPN connections) may block access to the LUMI meeting platform, please ensure that you use a network that is not restricted to the security settings of your organization or that you have disabled your VPN setting. It is recommended that you log in at least one hour before the Meeting.

Will the virtual-only Meeting format limit my ability to ask questions?

At the virtual Meeting, registered shareholders, non-registered (or beneficial) shareholders, and their duly appointed proxyholders will be able to ask questions in “real time” through the online Meeting portal by sending a written message to the chair of the Meeting through the LUMI meeting platform. To ensure you have the ability to ask questions during the Meeting, it is important that you follow the instructions set out above under the heading “Voting Procedures”. The Company values shareholder feedback and expects that shareholders will have substantially the same opportunity to ask questions of the Board and management at the virtual-only Meeting as in prior years when it was possible to attend meetings either in person or online.

How will my Barrick Shares be voted if I return a proxy?

By completing and returning a proxy, you are authorizing the person named in the proxy to attend the Meeting and vote your Barrick Shares on each item of business according to your instructions. If you have appointed the designated directors or officers of Barrick as your proxy and you do not provide them with instructions, they will vote your Barrick Shares as follows:

  • FOR the election of the ten nominee directors to the Board;
  • FOR the appointment of PricewaterhouseCoopers LLP as the Company’s auditor and the authorization of the directors to fix the auditor’s remuneration;
  • FOR the advisory resolution approving the Company’s approach to executive compensation; and
  • FOR the approval of the Capital Reduction in order to enable the Return of Capital to our shareholders.

What happens if there are amendments, variations, or other matters brought before the Meeting?

Your proxy authorizes your proxyholder to act and vote for you on any amendment or variation of any of the business of the Meeting and on any other matter that properly comes before the Meeting. Your proxy is effective at any continuation following an adjournment of the Meeting. As of March 25, 2021, no director or officer of the Company is aware of any variation, amendment, or other matter to be presented for a vote at the Meeting.

What if I change my mind?

You can revoke a vote you made by proxy by:

  • Voting again on the Internet or by telephone before 5:00 p.m. (Toronto time) on April 30, 2021;
  • Completing a proxy form or voting instruction form that is dated later than the proxy form or voting instruction form that you are changing, and mailing or faxing it as instructed on your proxy form or voting instruction form, as the case may be, so that it is received before 5:00 p.m. (Toronto time) on April 30, 2021; or
  • Any other means permitted by law.

If you are a registered shareholder, you can also revoke a vote you made by sending a notice in writing from you or your authorized attorney to our Corporate Secretary so that it is received before 5:00 p.m. (Toronto time) on April 30, 2021, or by giving notice in writing from you or your authorized attorney to the Chair of the Meeting, at the Meeting or at any adjournment.

Is my vote by proxy confidential?

Yes. All proxies are received, counted, and tabulated independently by AST, our transfer agent, or Broadridge, in a way that preserves the confidentiality of shareholder votes, except:

  • As necessary to permit management and the Board of Directors to discharge their legal obligations to the Company or its shareholders, or to determine the validity of the proxy;
  • In the event of a proxy contest; or
  • In the event a shareholder has made a written comment on the proxy intended for management or the Board of Directors.

Need help casting your vote?

For assistance with casting your vote, please contact Kingsdale at:

Kingsdale
Toll-Free within Canada and the United States: 1-866-851-2571
Call collect: 416-867-2272
Email: contactus@kingsdaleadvisors.com

How can you obtain more information about the proxy voting process?

If you have any questions about the proxy voting process, please contact your intermediary (e.g., bank, trust company, investment dealer, clearing agency, or other institution) or our Investor Relations Department at:

Toll-Free within Canada and the United States: 1-800-720-7415
Call collect: 416-307-7474
Fax: 416-861-2492
Email: investor@barrick.com


Other Important Information

If an in-person Meeting is held, what are the admission requirements?

Only shareholders of record at the close of business on March 5, 2021 and other permitted attendees may attend the Meeting. In order to attend the Meeting, you or your proxyholder is required to see a representative of AST before entering to register your attendance. You must present proof of your ownership of Barrick Shares as of the record date and a valid government-issued photo identification at the entrance of the Meeting. Beneficial owners of shares held in “street name” in an account at a brokerage firm, bank, broker-dealer or other similar organization will need to bring a copy of a brokerage statement reflecting their stock ownership as of the record date. No cameras, recording equipment, electronic devices, use of cell phones or other mobile devices, large bags or packages are permitted at the Meeting. If you do not provide photo identification or comply with the other procedures outlined here, you will not be admitted to the Meeting.

What is the deadline for making a shareholder proposal at the next annual meeting?

The final date for submission of proposals to shareholders for inclusion in the information circular in connection with next year’s annual shareholders’ meeting is February 5, 2022.

Are any shareholder proposals being considered at the Meeting?

There are no shareholder proposals being considered at the Meeting.

How do I nominate a candidate for election as a director at the Meeting?

Barrick’s Articles set out advance notice procedures for director nominations, which require advance notice to the Company by any shareholder who intends to nominate any person for election as a director of the Company other than pursuant to (a) a requisition of a general meeting made pursuant to the provisions of the BCBCA, (b) a proposal made pursuant to the provisions of the BCBCA, or (c) a nomination by or at the direction of the Board, including pursuant to a notice of the meeting. Among other things, the Articles fix a deadline by which shareholders must notify the Company of their intention to nominate directors and set out the information that shareholders must provide in the notice for it to be valid. These requirements are intended to provide all shareholders with the opportunity to evaluate and review all proposed nominees and vote in an informed and timely manner regarding said nominees. The Articles are available on our website at www.barrick.com, SEDAR at www.sedar.com, and EDGAR at www.sec.gov. As of March 25, 2021, the Company has not received any notice of a shareholder’s intention to nominate directors at the Meeting pursuant to the “Nomination of Directors” provisions of the Articles.

Where can I review financial information relating to the Company?

Our financial information is contained in our comparative audited annual financial statements for the year ended December 31, 2020, and related Management Discussion & Analysis, both of which can be found in our 2020 Annual Report on SEDAR at www.sedar.com or at www.barrick.com/investors/agm.

How do I obtain copies of the Company’s disclosure documents?

If you would like to receive our Annual Report by mail next year, you can do so by checking the appropriate box included on your form of proxy or your voting instruction form.

If you have not previously indicated that you would like to receive our 2020 Annual Report by mail and would like to receive a copy, please contact AST by email at inquiries@astfinancial.com. Alternatively, please call AST toll-free at 1-800-387-0825 from Canada and the United States or collect at 416-682-3860 from other locations.

Barrick will provide to any person, upon request to our Investor Relations Department, a copy of our 2020 Annual Report, our latest Annual Information Form, and this Circular. Our public disclosure documents are also available on our website at www.barrick.com, on SEDAR at www.sedar.com, and on EDGAR at www.sec.gov.

Business of the Meeting

Barrick’s Financial Statements

We will place before the Meeting our consolidated financial statements, including the related auditor’s report, for the year ended December 31, 2020. Our financial statements are included in our 2020 Annual Report. The 2020 Annual Report will be mailed to shareholders who request a copy. Our financial statements are also available on our website at www.barrick.com, on SEDAR at www.sedar.com, and on EDGAR at www.sec.gov.

Electing Directors

You will be electing a Board of Directors consisting of ten members. Please refer to the section entitled Directors of this Circular for biographies and more information on the nominees. Directors elected at the Meeting will serve until the end of our next annual shareholders’ meeting or until their resignation, if earlier.

The Board recommends a vote FOR all the director nominees.

If Mark Bristow, John L. Thornton or J. Brett Harvey is your proxyholder and you have not given instructions on how to vote your Barrick Shares, he will vote “FOR” the election of the ten nominees named in this Circular. If a proposed nominee is unable to serve as a director or withdraws his or her name, the individuals named in your form of proxy or voting instruction form reserve the right to nominate and vote for another individual in their discretion.

Majority Voting

Barrick has adopted a majority voting policy, as described in its Corporate Governance Guidelines available on our website at www.barrick.com/about/governance. Any nominee proposed for election as a director in an uncontested election who receives a greater number of votes withheld than votes in favor of his or her election must promptly tender his or her resignation to the Executive Chairman, or in the case of the Executive Chairman, to the Lead Director. Any such resignation will take effect on acceptance by the Board. This policy applies only to uncontested elections of directors where the number of nominees is equal to the number of directors to be elected. The Corporate Governance & Nominating Committee will expeditiously consider the director’s offer to resign and make a recommendation to the Board on whether it should be accepted, provided that the resignation must be accepted absent exceptional circumstances. The Board will have 90 days to make a final decision and will announce such decision by press release, a copy of which will be provided to the TSX in accordance with Barrick’s standard procedure. The affected director will not participate in any Committee or Board deliberations relating to the tendered resignation.

Appointing the Auditor

The Board recommends a vote FOR the appointment of PwC as Barrick’s auditor.

PricewaterhouseCoopers LLP (PwC) has been our external auditor since 1983. The Board, on the recommendation of the Audit & Risk Committee, recommends that PwC be reappointed as auditor and that the Board be authorized to set the auditor’s remuneration. The audit firm appointed at the Meeting will serve until the end of the Company’s next annual shareholders’ meeting.

If Mark Bristow, John L. Thornton or J. Brett Harvey is your proxyholder and you have not given instructions on how to vote your Barrick Shares, he will vote “FOR” the appointment of PwC as Barrick’s auditor.

What were PwC’s fees for 2020 and 2019? (1)

In millions of dollars 2020 2019
Audit fees(2) $10.7 $11.4
Audit-related fees(3) $0.2 $0.5
Tax compliance and advisory fees(4) $1.1 $0.6
All other fees $0.0 $0.0
Total $12.0 $12.5
  1. The classification of fees is based on applicable Canadian securities laws and SEC definitions.
  2. Audit fees for 2020 include fees for services rendered by the external auditor in relation to the audit of Barrick’s financial statements (inclusive of disbursements billed in 2020), the financial statements of its subsidiaries, and in connection with the Company’s statutory and regulatory filings. Audit fees for 2019 include fees for services rendered by the external auditor in relation to the audit and interim reviews of Barrick’s consolidated financial statements and condensed interim consolidated financial statements (inclusive of disbursements billed in 2019), the audits of the financial statements and consolidated financial statements of its subsidiaries, and in connection with the Company’s statutory and regulatory filings. The audit fees for 2019 include fees in respect of the Company’s merger with Randgold and its expanded asset base and the establishment of Nevada Gold Mines.
  3. In 2019 and 2020, the audit-related fees primarily related to a number of projects, including compliance with regulatory filing requirements in local markets. In 2019, the audit-related fees also related to translation services.
  4. Tax fees mainly related to tax compliance services and audit support for various jurisdictions.

The Audit & Risk Committee has adopted a Policy on Pre-Approval of Audit, Audit-Related, and Non-Audit Services (Audit Services Policy) for the pre-approval of services performed by Barrick’s auditor. The objective of the Audit Services Policy is to specify the scope of services permitted to be performed by the Company’s auditor and to ensure that the independence of the Company’s auditor is not compromised through engaging the auditor for other services. All services provided by the Company’s auditor are pre-approved by the Audit & Risk Committee as they arise or through an annual pre-approval of services and related fees. All services performed by Barrick’s auditor comply with the Audit Services Policy, and professional standards and securities regulations governing auditor independence.

Say on Pay Advisory Vote

The Board has adopted a non-binding advisory vote relating to executive compensation to solicit feedback on our approach to executive compensation. The previous say on pay advisory vote held in 2020 was supported with the approval of 94.84% of those shareholders present at our 2020 annual meeting and voting in person, virtually via the live webcast, or by proxy. Shareholders have the opportunity to vote “For” or “Against” the Company’s approach to executive compensation through the following advisory resolution:

“RESOLVED, on an advisory basis and not to diminish the role and responsibilities of the Board of Directors, that the shareholders accept the approach to executive compensation disclosed in Barrick’s Information Circular relating to the 2021 Annual and Special Meeting of Shareholders.”

Since this vote is advisory, it will not be binding on the Board. The Board remains fully responsible for its compensation decisions and is not relieved of this responsibility by a positive or negative vote. However, the Board and the Compensation Committee will consider the outcome of the vote as part of their ongoing review of executive compensation and shareholder engagement feedback. The Company plans to hold an advisory vote on our approach to executive compensation on an annual basis.

The Board recommends a vote FOR approval of the advisory vote on executive compensation.

If Mark Bristow, John L. Thornton or J. Brett Harvey is your proxyholder and you have not given instructions on how to vote your Barrick Shares, he will vote “FOR” the approval of the advisory vote on executive compensation.

Capital Reduction and Return of Capital

Barrick is proposing a reduction in the capital in respect of the Barrick Shares by an aggregate amount equal to $750 million. Approval of the Capital Reduction enables Barrick to distribute the same amount to Barrick shareholders as a Return of Capital. Barrick anticipates that the Return of Capital will be carried out through three proposed distributions to shareholders of record on each Return of Capital Record Date. The distributions are expected to be paid to such shareholders in June, September, and December 2021. Based on the issued and outstanding Barrick Shares as of December 31, 2020, each distribution is expected to be approximately $0.14 per Barrick Share (or approximately $0.42 per Barrick Share for all three distributions), subject to the Board’s discretion to change the amount distributed in each tranche, up to a maximum aggregate distribution of $750 million. The proposed Return of Capital represents an opportunity for Barrick to return surplus funds from asset dispositions to shareholders in a tax-efficient manner.

Section 74(1) of the BCBCA provides that, subject to certain exceptions, a company may reduce its capital if, among other things, it is authorized to do so by a special resolution of its shareholders passed by not less than two-thirds of the votes cast by holders of shares entitled to vote on such resolution. Accordingly, the Capital Reduction Resolution requires the affirmative vote of two-thirds of the votes cast by shareholders present at the Meeting or represented by proxy. Approval of the Capital Reduction is intended to enable the Return of Capital. If shareholders do not approve the Capital Reduction Resolution at the Meeting, Barrick will not be able to complete the Return of Capital on the terms and on the timing currently proposed.

A copy of the Capital Reduction Resolution is set out in Schedule G of this Circular. Additional details regarding the Capital Reduction and the Return of Capital, including a summary of certain Canadian, United States, and United Kingdom federal income tax considerations, are contained in “Executive Summary – Capital Reduction and Return of Capital” below and Schedule G of this Circular.

The Board recommends a vote FOR approval of the Capital Reduction.

If Mark Bristow, John L. Thornton or J. Brett Harvey is your proxyholder and you have not given instructions on how to vote your Barrick Shares, he will vote “FOR” the approval of the Capital Reduction.

Other Business

Following the conclusion of the formal business to be conducted at the Meeting, we will invite questions and comments from shareholders and proxyholders participating through the LUMI meeting platform.

As of the date of this Circular, management is not aware of any changes to the items listed above and does not expect any other business to be brought forward at the Meeting. If there are changes or new business, your proxyholder can vote your Barrick Shares on these items as he or she sees fit.

2021 DIGITAL INFORMATION CIRCULAR (Interactive Proxy Statement)