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2022 DIGITAL INFORMATION CIRCULAR (Interactive Proxy Statement)

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2022 Meeting

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In This Section

Annual Meeting Details

Date
May 3, 2022

Time
10:00 a.m. (Toronto time)

Location
https://web.lumiagm.com/476307397

Letter from the Executive Chairman

John Thornton

March 25, 2022

Dear Fellow Shareholders

The persistence of the Covid-19 pandemic continued to present a host of challenges to governments and businesses throughout 2021. Barrick again figured prominently in the campaign against the virus in our host communities, effectively mitigating its impact on our operations and also providing vital support to our local stakeholders.

This was not done as a one-off response to a crisis but as part of our commitment to partnership-based business objectives, a philosophy built on engagement, transparency and caring, which recognizes the importance of the shareholders who own the Company but also of our other stakeholders: our employees, our host countries, the communities around our mines and our business partners. Integral to this philosophy is our belief that good Environmental, Social and Governance (ESG) management is essential to the achievement of our vision of being the world’s most valued gold and copper company.

Since the Merger on January 1, 2019, we have transformed Barrick across all aspects of the business and delivered a strong expectation-exceeding performance. In 2021, the executive team, led by President and Chief Executive Officer Mark Bristow, built on the good work of the previous two years, meeting production guidance again despite many challenges. The fourth quarter of 2021 was the fourteenth in succession that adjusted earnings per share were better than or in line with the market consensus. At the same time, Barrick’s balance sheet was strengthened further, ending the year with a net cash position even after returning a record $1.4 billion to shareholders during 2021.

It is disappointing that neither this performance nor the Company’s outstanding prospects were recognized in Barrick’s share price, particularly as the Company’s investment thesis is so compelling.

  • Barrick is built on a foundation of six Tier One gold mines with rolling 10 year plans, providing a stable and sustainable production profile, delivering a robust business capable of generating substantial cash flow for the next decade and beyond.
  • We have one of the strongest balance sheets in the gold mining sector.
  • Barrick has a distinctive partnership culture, both within the Company’s management structure and in our relationships with external partners. Our ownership culture is deep and broad across the organization and reinforces the importance we place on creating long-term value for our stakeholders, now and into the future.
  • We continue to deliver peer-leading returns to shareholders based on our performance dividend policy.
  • Our rigorous focus on performance and execution against our sustainability strategy enables us to develop and maintain trusted long-term partnerships with all our stakeholders and host countries. In an industry first, we published an open and honest assessment of our actions in the form of a scorecard in our Sustainability Report for the first time in 2019. The third of these scorecards will appear in the upcoming 2021 Sustainability Report, to be published in the second quarter of 2022. Like its predecessors, the 2021 Sustainability Report will objectively track our progress against key metrics and highlight areas which still require improvement, providing stakeholders with a valuable insight into this important part of our business as well as demonstrating Barrick's embedded commitment to ESG leadership.
  • Our clean energy strategy is based on our definitive science-based plan and designed to ensure we remain sustainably profitable.
  • We are maintaining our exceptional record of exploration success, in 2021 replacing the reserves we mined at a better grade and identifying many opportunities for new brownfield and greenfield discoveries.
  • Barrick boasts an industry-leading project portfolio and only pursues growth opportunities that meet our investment criteria.

Financial discipline and a commitment to very specific investment filters along with a clear strategic vision have delivered the Barrick of today. It is not about the short term but about being sustainably profitable while building an integrated, modern mining business which will benefit all stakeholders and be acceptable to future generations.

To achieve this, we need not only to replace and grow our reserves but also to attract and nurture the best people to manage our best-in-class assets. We continue to invest in sourcing, recruiting and developing this talent and we promote an inclusive, agile, accountable and ownership-based culture. Our policy of giving preference to host country nationals – who account for 96% of all employees – has created a multi-cultural, multi-generational workforce, whose natural diversity is uniquely aligned to the demands of a changing world.

It is also essential to remain at the forefront of technological innovation and the continuing development of our digital strategy has provided an integrated database and vertical connectivity across the Company. Real-time information and analysis give much quicker insight into our key cost drivers and increase the potential for efficiency analysis, benchmarking and other value-added reporting. Continuing investment in new technology is also keeping Barrick’s mines abreast of new developments in automated mining.

After careful consideration of our capital allocation the Board has settled on a base dividend with an additional performance dividend linked to the net cash on the balance sheet starting in 2022. This will give shareholders guidance on future dividend streams. The Board has also approved a $1 billion share buyback program.

While much has been achieved over the past two years, there is still a great deal to be done.  We have set out reality-based 10-year business plans for all the operations to guide our management teams on the road ahead and to provide investors with insight into their performance. I thank Mark Bristow and his team for the great progress they have already made and have every confidence in their ability to continue to deliver.

I also thank my fellow directors on the Board of Barrick as well as the members of the International Advisory Board for their close engagement with the Company and the oversight that ensured its adherence to the highest standards of corporate governance.

We appointed our third female director last year, Helen Cai, a highly experienced finance and investment professional with extensive experience in capital markets. She brings a deep understanding of China to the Board, which will enhance our partnerships in Argentina and Papua New Guinea and provide us with a distinctive competitive advantage elsewhere as we continue to compete for Tier One opportunities globally. China is a leading producer and consumer of gold, and the biggest driver of copper demand in the world.

In conclusion, I have the pleasure of inviting you to the Annual Meeting of Shareholders on May 3, 2022. This may again be a virtual meeting, but if conditions permit, a physical location will also be provided. Our Information Circular details how to participate, 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. Harvey

March 25, 2022

Dear Fellow Shareholders

Good corporate governance is the key to Barrick’s long-term success, and in pursuit of that objective, your Board of Directors applies three core principles:

  • We know our business, our operations and our management;
  • We demand full transparency and use our global business experience and expertise in applying oversight; and
  • We engage with and listen to our shareholders and the stewards of their investments as well as our other stakeholders.

Throughout 2021, the Board and management worked closely together to ensure that Barrick continued to meet its commitments to our shareholders and a broad range of stakeholders, including our people, our host communities, and our business partners.

This included Barrick’s response to the Covid-19 pandemic, which has effectively mitigated the pandemic’s impact not only on our business and our people, but also on our communities. The Board and its Corporate Governance & Nominating Committee received detailed updates from the President and Chief Executive Officer on all aspects of this campaign and supported a wide range of management initiatives to buffer the pandemic’s impact on communities and small businesses around our operations.

The Board remained engaged with and responsive to the changes and challenges Barrick contended with during the year. In August and November 2021, we returned to in-person Board meetings, observing all Covid-19 safety protocols, and provided directors unable to travel with the ability to participate virtually. In August 2021, independent directors visited the Pueblo Viejo mine in the Dominican Republic to monitor operational progress and evaluate key issues related to its plant expansion and mine life extension project. In the fourth quarter of 2021 and early 2022, we met with 21 of our largest institutional shareholders regarding Barrick’s operational and sustainability performance, governance initiatives, compensation policy, human capital strategy, and our ongoing Board renewal and diversity process.

The Board also continued to supervise the management of legacy issues in Tanzania, Papua New Guinea, Chile, and Argentina. In Tanzania, the framework agreement with the government has enabled Barrick to regain the social license to operate lost by the previous managers of the mines and to start unlocking the considerable value in these assets. In Papua New Guinea, we executed framework and commencement agreements to resolve the ownership and operation of the Porgera mine with the government and key stakeholders; implementation details remain a work in progress. In Argentina, the historical environmental matters related to the Veladero mine are being addressed systematically, and in Chile, the issues associated with the stalled Pascua-Lama project are being taken up with the country’s new government.

Barrick continues to demonstrate climate change leadership and 2021 saw real progress in the Company’s sustainability performance. Barrick was the first in the industry to publish a detailed emissions reduction roadmap which sets out a clear plan to achieve our science-based targets, leading to our goal of net zero emissions by 2050. Barrick also published its second annual post-Merger Sustainability Report with a performance scorecard and its inaugural post-Merger Human Rights Report. To underscore the important role of the Corporate Governance & Nominating Committee in overseeing our environmental, safety and health, corporate social responsibility and human rights programs, policies and performance, and to reinforce the importance we place on sustainability governance, we renamed the Corporate Governance & Nominating Committee as the “Environmental, Social, Governance & Nominating Committee” (or “ESG & Nominating Committee”) in February 2022.

The Audit & Risk Committee continued to play its critical role in assisting the Board with the oversight of enterprise risk as well as financial reporting and disclosures. The Committee received in-depth briefings on key operational and geopolitical risks, as well as regular updates on Barrick’s tax, dividend and cybersecurity strategies.

The Board also maintained its focus on its renewal and diversity. In February 2021, our diversity policy was updated to include an aspirational target of at least 30% female representation by the end of 2022. Since the Merger, six new directors, including three women, have been added to the Board. The latest, Helen Cai, a finance and investment professional with nearly two decades of experience in capital markets, increased the proportion of female directors to 27% and the proportion of independent directors to 82% of the Board. The Board will continue its focus on Board renewal and diversity in 2022. In addition, the Company continues to invest in identifying, recruiting, and developing women in its management, technical, and operational teams, as exemplified by our recent hire of Christine Keener as Chief Operating Officer of the North America region and the appointment of Poupak Bahamin as General Counsel of Barrick.

Barrick’s human capital strategy, including our approach to promoting diversity, continues to be a critical enabler of positive change. By prioritizing local employment – 96% of our employees are host country nationals – we naturally grow the ethnic and cultural diversity of our workforce. Our human capital strategy also includes a succession planning process designed to secure the future of all key positions across the organization.

Since the Merger, the Board has continued to refine our executive compensation strategy.  Barrick has a high-performance culture and 100% of all incentive compensation awards are performance-based. Our long-term incentive framework, the unique Performance Granted Share Unit (PGSU) Plan, is under constant review to ensure that it transparently rewards long-term performance and reinforces the ownership values that are key to our sustainability and success. 

Executives are subject to market-leading share ownership requirements that align equity retention with the long investment lead times that are characteristic of the mining industry as well as with the interests of our long-term shareholders. PGSUs granted are based on actual multi-year performance against stretch targets across seven scorecard categories as assessed with our Long-Term Company Scorecard. PGSUs awarded for 2021 were based on a collective grade of 64 out of 100, which reflects another set of solid financial and non-financial performance results delivered over the past three years since the Merger. Annual Performance Incentives for our management leaders are also determined based on in-year achievement of financial and strategic objectives set out in personal scorecards that are tailored to their responsibilities. Our Named Executive Officers received an average score of 80 out of 100 on their personal scorecards for 2021.

Employee share ownership at Barrick is broad and deep, and the Executive Chairman, the President and Chief Executive Officer and other executive officers continue to build on their substantial equity stakes. At the year-end, the Executive Chairman owned 2.7 million shares and the President and Chief Executive Officer and other Named Executive Officers had a collective ownership of more than 6.6 million shares.

The Board will continue to review the executive compensation framework to ensure that it is fit for purpose and accommodates the evolving demands of the business environment.

Transparent communication with our shareholders, host countries and communities is one of Barrick’s fundamental values. Throughout 2021, the Board, the executive team and senior managers have again been in regular contact with stakeholders to update them on the Company’s performance. One group we have continued to engage with regularly is the ESG research and raters community. A team led by the Group Sustainability Executive held a virtual roundtable with this increasingly important group in the first half of 2021, followed by individual meetings in the second half of 2021.

In the face of many challenges, Barrick again delivered a commendable financial and operational performance in 2021 as we continued to advance towards our foundational goal of building the world’s most valued gold and copper company. My fellow directors and I are proud to have played our part by providing strategic guidance for this journey.

Signature of J.B. Harvey

J.B. Harvey
Lead Director

Notice of 2022 Annual Meeting

Fellow Shareholders:

You are invited to attend Barrick’s 2022 Annual Meeting of Shareholders (the Meeting) at which you will be asked to vote:

  • To elect 11 director nominees;
  • To appoint PricewaterhouseCoopers LLP as our auditor for 2022; 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. 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” 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 4, 2022. 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 25, 2022

General Information
In this Circular, “you”, “your”, and “shareholder” refer to the common shareholders of Barrick. “We”, “us”, “our”, the “Group”, the “Company”, and “Barrick” refer to Barrick Gold Corporation, unless otherwise indicated. Information in this Circular is as of March 24, 2022, 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 2021 reported by the Bank of Canada was US $1.00 = Cdn $1.25.

 

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

Change in Control Plan

Partner Change in Control Severance Plan

Circular

This 2022 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 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

GHG

Greenhouse Gas

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, Canadian Natural Resources Ltd., Hess Corporation, Occidental Petroleum Corporation, and Suncor Energy Ltd.

i-80 Asset Swap

The divestiture by Nevada Gold Mines of the Lone Tree and Buffalo Mountain properties and related infrastructure in Nevada to i-80 Gold Corp. in exchange for, among other things, the remaining 40% of the South Arturo property that Nevada Gold Mines did not already own

Lagunas Norte Sale

The sale by Barrick of the Lagunas Norte mine in Peru on February 16, 2021 to Boroo Pte Ltd (Singapore) for total consideration of up to $81 million, plus the assumption by Boroo Pte Ltd of Barrick’s closure liability relating to Lagunas Norte of $226 million backed by an existing $173 million bonding obligation

LTI

Long-Term Incentives

LTIFR

Lost-Time Injury Frequency Rate, a ratio calculated as the product of the number of lost-time injuries and 1,000,000 hours, divided by the total number of hours worked

Meeting

2022 Annual Meeting, to be held on May 3, 2022

Merger

The acquisition of Randgold by Barrick on January 1, 2019

Named Executive Officers (NEOs)

President and Chief Executive Officer; Senior Executive Vice-President, Chief Financial Officer; Senior Executive Vice-President, Strategic Matters; Chief Operating Officer, Latin America and Asia Pacific; and Chief Operating Officer, Africa and Middle East

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 NEOs) with eligibility for the API Program, the PGSU Plan, and the Change in Control Plan

PGSUs

Performance Granted Share Units

Randgold

Randgold Resources Limited

RSUs

Restricted Share Units

SEC

U.S. Securities and Exchange Commission

Strategic Asset

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

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

TCFD

Task Force on Climate-Related Financial Disclosures

Tier One Copper Asset

An asset with a reserve potential of greater than five million tonnes of contained copper and C1 cash costs(1) per pound over the mine life that are in the lower half of the industry cost curve

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 mine 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

TRIFR

Total Reportable Injury Frequency Rate, a ratio calculated as the product of the number of reportable injuries (which includes fatalities, lost-time injuries, restricted duty injuries, and medically treated injuries) and 1,000,000 hours, divided by the total number of hours worked

TSR

Total Shareholder Return

TSX

Toronto Stock Exchange

  1. “Total cash cost” and “C1 cash cost” are non-GAAP financial performance measures 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 and C1 cash cost are useful indicators for investors and management of a mining company’s performance as they provide 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, C1 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”, “execute” or similar expressions, as they relate to the Company. In particular, this Circular includes, without limitation, forward-looking information pertaining to the belief of management that the Company’s ability to implement a business plan that focuses on its 2022 strategic priorities will further Barrick’s aim to be the world’s most valued gold and copper mining business; portfolio optimization, investments or divestitures; investment criteria and the Company’s ability to achieve its internal hurdle rate; investments in brownfield and greenfield exploration and major growth projects; our sustainability strategy, including our ability to reduce GHG emissions to targeted levels; our dividend framework and the payment of future dividends or performance dividends; share purchases under Barrick’s share repurchase program; and the composition of our Board. 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.

Future Dividends

The declaration and payment of dividends is at the discretion of the Board, and will depend on the Company’s financial results, cash requirements, future prospects, the number of outstanding Barrick Shares, and other factors deemed relevant by the Board. The Board reserves all powers related to the declaration and payment of dividends. Consequently, in determining any dividends to be declared and paid on Barrick Shares, the Board may revise or terminate the payment level at any time without prior notice. As a result, investors should not place undue reliance on statements relating to future dividends.

Share Repurchase Program

The actual number of Barrick Shares that may be purchased by Barrick under the share repurchase program, if any, and the timing of any such purchases, will be determined by Barrick based on a number of factors, including the Company’s financial performance, prevailing market prices of the Barrick Shares, the availability of cash flows, and the consideration of other uses of cash, including capital investment opportunities, returns to shareholders, and debt reduction. The share repurchase program does not obligate the Company to acquire any particular number of Barrick Shares, and the repurchase program may be suspended or discontinued at any time at the Company’s discretion.

 

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 3, 2022 (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 $47,250, 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 2022 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/TSXT/abx or by calling TSX Trust Company (TSX Trust) 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 tsxt-fulfilment@tmx.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, TSX Trust. 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 3, 2022
Time: 10:00 a.m. (Toronto time)
Location: https://web.lumiagm.com/476307397

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 24, 2022, the Company had 1,779,356,248 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 24, 2022, 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 24, 2022, less than 1% of 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 TSX Trust by email at shareholderinquiries@tmx.com. Alternatively, please call TSX Trust 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 TSX Trust’s website at www.tsxtrust.com/vote-proxy 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 1-888-489-5760 (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 TSX Trust 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 TSX Trust by 3:00 p.m. (Toronto time) on May 2, 2022. Control Numbers can be obtained online by completing an electronic form on TSX Trust’s website, or by contacting TSX Trust by phone:

Electronic form
https://www.tsxtrust.com/control-number-request

By phone
Contact TSX Trust 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. TSX Trust will provide your duly appointed proxyholder with a Control Number provided that your proxy has been received by TSX Trust 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/476307397, click on “I have a Control Number”, enter the 13-digit Control Number found on the proxy, and the password barrick2022 (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 your 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 2, 2022, you contacted TSX Trust to request a Control Number. Control Numbers can be obtained online by completing an electronic form on TSX Trust’s website, or by contacting TSX Trust by phone:

Electronic form
https://tsxtrust.com/control-number-request

By phone
Contact TSX Trust 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 TSX Trust 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 2, 2022 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 TSX Trust before 5:00 p.m. (Toronto time) on April 29, 2022. 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 TSX Trust before 5:00 p.m. (Toronto time) on April 29, 2022. 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 TSX Trust 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 29, 2022. 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 TSX Trust. 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 4, 2022 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/476307397, 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 barrick2022 (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 TSX Trust 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 11 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; and
  • FOR the advisory resolution approving the Company’s approach to executive compensation.

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 24, 2022, 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 29, 2022;
  • 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 29, 2022; 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 29, 2022, 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 TSX Trust, 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 4, 2022 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 TSX Trust 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 share 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 3, 2023.

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 24, 2022, 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, 2021, and related Management Discussion & Analysis, both of which can be found in our 2021 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 2021 Annual Report by mail and would like to receive a copy, please contact TSX Trust by email at shareholderinquiries@tmx.com. Alternatively, please call TSX Trust 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 2021 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, 2021. Our financial statements are included in our 2021 Annual Report. The 2021 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 11 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 11 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 ESG & 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 2021 and 2020? (1)

In millions of dollars 2021 2020
Audit fees(2) $10.3 $10.7
Audit-related fees(3) $0.3 $0.2
Tax compliance and advisory fees(4) $0.6 $1.1
All other fees $0.0 $0.0
Total $11.2 $12.0
  1. The classification of fees is based on applicable Canadian securities laws and U.S. Securities and Exchange Commission (SEC) definitions.
  2. Audit fees include fees for services rendered by the external auditor in relation to the audit and review of Barrick’s financial statements (inclusive of disbursements billed in 2021 and 2020, respectively), the financial statements of its subsidiaries, and in connection with the Company’s statutory and regulatory filings.
  3. In 2021 and 2020, audit-related fees primarily related to compliance with regulatory filing requirements in local markets. In 2021, 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. For additional information regarding the mechanisms Barrick has adopted to ensure auditor independence, please see “Procedures for Complaints Regarding Accounting Matters and Auditor Independence Mechanisms” in Schedule A of this Circular.

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 say on pay advisory vote held in 2021 was supported with the approval of 91.41% of those shareholders present at our 2021 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 2022 Annual 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 the 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.

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 (and attending the Meeting in person if circumstances allow).

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.

2022 DIGITAL INFORMATION CIRCULAR (Interactive Proxy Statement)