Eldorado Gold : 2026 Management Proxy Circular

eTdorado gold

MEETIN G DATE JUNE 23. 2026

eTdorado gold

O.

Who We Are

‌Letter from the Chair of the Board and the Chief Executive Officer

On behalf of the Boarcl of Directors of Eldorado Gold Coun ation T-Eldorado*a tne -Company"). wd ion ple8SJ•d to present Eldorado's 2026 Management Proxy CirctJa (che "Circular-) and Mot+ce of +x r 2026 Annul Mooting of

Shareholders. whñh will be held in a physical and virtual hybrid format m June 23. 2026, at 10.00 a.m. (PaEiftc tirnel. For c+fwmatJon ›n hCtw te attend th.e rneetlng, please refs te the 2026 hlotice of Annual Meeting of Shareholders in page II.

The Circular cantans important infcLion. including the iEerws of b.usiness for consldera1Jon at our veering as well as discussions of our corporate governance practices and approach to executive corrQerbatio•. we e cm•age to farr lialze yourself wilh tbe content included in the CircuL+r as you dehow to note'ytxJr • tarot. YOut pdrtiE'ipaMm at a shareholder is Important to us, and wa encourage you to exercise your wDte at the meotir¥g Ca' tO submit yDu r proxy or voting instruction form g head of th.e proxy cut-off deadline of 10:00 a.m. lPatlrnel on June 19, 2O26.

In the remainder of this letler. we provide memo information about Eldwa0o”s performs+ce In 2625 and the' opportunitws ahaad for our business. demonstrating our pah to cmtinuod value crcaion for all of OUr sUkehotders.

As we reflect on 2025, Eldorado achieved another year of strong and safe operational performance while advancing our growth strategy.

3035 YEAR IN REVIEW

As we reflect on 2025, Eldorado achknred author year of

growth strategy. Construction at our copper-gold Skourles Project in Greece reached approximately 90% compIeion. including Phase 1, by year-end. 7hIs progress brings us signiF+cantly closnr to first concentrate, expectea in 03 20z6. wits commercial p+oductIm expected In OA 2OJ6. wa milestone willmark a major inflection point. 49 8kou¥i9S i9 expected za significantly grow our pprafile and gor›eratn meaningful. Ioog•term valua and cash Row.

Alongside ccnstructA progrew we detivared free cash flcnv!^ frs our operations excluding capital investment in Skaun9s and continued Eo advance a riuMber of key growth Initiatives

Kitlada§ and the cxpanslcn of processing capacity of tha

O$rrlpias mill to 650 ktpa. Theso achievements unde<>

our co‹wnitrnent to dIscIp1ined execvtlon and lo‹I+g-term value crealân. We also strengthened our balance sheet cash

position wh|Ie showing eur confidence in Eldorado's future operational performance though tho upsi«iag of our normal rouMeizSuerWd.retuMnggtoalofUS82OtmilionCo shareholdersin 2025 throughsharPrspurchases.

This past year, we enhanced the depth and capablllty ol our loade ship team thrMgh a delibnra£esuccession proCesS designed to support continulty as we advance our gronrth prajects toward pnod+a•tion. As part of Ehis prc›cess, Christian

I'•llIau was aopolnzed President in September 2025, enafzling him fabo deeply awdved in tha pragressJon af key devcIaprr›eol and commissioning acrivlties pr@r Eo his planned apgolMmeM as Chsef Executive Officer up•m George Burns* retirement lator this year. Subsequent to year end. simDn Hille was promoted la Chief Operating OffiCer. Sylvain Lohoux was promoted

co $•$irsQz Via merit. Opa'rat ns, Canada. and Ggrdana Vicent•]evic joined the Company as Senior Vice President, Pro{eTogether. these appolntmencs strengthen operational oversight and project executionacross fhe portfollo.

We vrere hanoured to be recognlzed by the Toronto Stock Exchaogo (TSXI w a top pcrfoyrnor w tc iactusim io the T$fi,fiD for gd25.7he a-ual ranking recognizes the 30 top performing corripanies on the 7SK over o threa• r period

ended June 50. based en dividend•ddjusted Mare price

appreciañon. Our share price increased 2589 fa the three

Health and Safety

7he eakh and safety of or g<•opIe is at the Ie ndatlm of

everyth|ng we do. Our carnmtrnent extends not only toour

communQle5 Jn u/ffich we operate.

Mr health and safety strategy aims to prevent occupational fatalities. sodous ‹njuries, and the spread of disaases. II such a• i client oour imAdJate focus i5 the be oi our employees. Colleagues and family.7hen our ob]ectIve as a continuous impro ement•focusad organ›zacion is to underezand why an Incident occurred and to take stops to reduoe the risk that zhoy will recccur.

We are cmtluing tO make prDgres6 in chigh Potential Risk Strategy. achievlng a 57°A reductlon in poten•aI fatal occurrence" frequency rate. declii ’8 to 0.AZ in 2025 fram

0.$z+ in 2O2S. Our k›st time injury frequency rate was d.99.

consistent w‹fh the prior year, while our total recordablo injtxy frequency rate increased JB" r to 182 c€xxi pdred to 2024.

We recognize that health and safety porAmanCe requires Constant vigilance. and we must Continuaily renewou r comrnitment to healrh and sa fety to ensure a safe v•orking

In 2025, We COntinuad the iollou t of our Courageous Safaty Leadersfip ("CSL") program. a coyr›ersto » initialize dcs gnod to strengthen Our @obal I+++aIth and Safety culture. CCL encourages partTc•pants to reject on how personal belie attitudes. and behaviors contribute tO Cfeati¥tg a poSitiv9 health and Eafety culture. b•oth at work and at horne. By

fostering ac nta@lity and Jeadersh@ at every level. C5Lls helping to further embed safety as a ewe value across our organization. In 2025. approximately 25Wof or personnel

and ramp=up expected in the so:and half of 2026. This expansion is expected tounlock s fiCant kj g•zerm value as weopt•rrâze the asset's full parentlal.

We convinced o advance our tran5forrztaUonal $kouries Praject. reaching approximately 9O°A overall completion at year•end, iwIudirg phaso1 of cr›ristructkm. and approximately y8°a for phasn 2 of constru‹xin. rey achieves- •nts ir›cludco theramp- up of the open p|t gpgrati b tg fouroperating

cest stopns with ore fragmeutat‹on a'xceeding expectaEionE. gncl rneanlng UI pzg›grg8S on the IiIterg'€I tdiling8 ptant, uvhere

all six flller presses and supporting infya6truCLur9 were

pdrtiCipated in CSL raining, I

executive learn.

members Of Our

Installed. Dre stockpiling from the open pit and undergrmrxJ

advanced steadily throughout the year in preparation for

whBe wea proud Of to progress made and u ecommIment shoum by our workforce, we recognf«e that safety is o journey. Further rollout of CSL across all operating tins is planned

for 2036 as we continue building a proactive and empowered health and safety cu1ture to achk•ve our vIsk›n of Going Home Hoaltky and Safe Every Day.

with safety as aux fmrxJatian, out teams deiivered strong operational au‹gI flnancidg results. Across our femur ogeratég mlnes. we produced 488,268 ounces of gold, at tea high end of the tightened guidaocn range of 47D,D i0 to 590.000 auves.

In February 2025. the Lamaque Complex celebratad its one migionth mr« • of gold praduced since starting cammarcial produ€tfgn in gg79, /Ve alsa completed the proCeSSJng of th€• 60'CO¥¥d bulk &8mpIe from the Ormaque deposit. Fch together with increased conversion from races to reserves at both Ormaque and Lswer 7riangje, further st enghens our understanding of the orabodies and posltions Lamactue for an expected long mine-life.

Ki§tadag its four mIgk›nth ounco prodixad and continued o advance key growth initiative Engirx•oring rock ar›d 89'A^t Ic*-g•feAd its irsgludinga larger secondary crusher and rna larger agg!omeratIon drums. supportk¥g impfo¥od throughput and leach porformanover tM•life of mlr›a. we also aJva aced a g+ometaIMgica1 study to Characterize future mfning ohases a+d evaluate the benefit of addItk›r›al screorñng for the high pressure grincfing rms.

Efemgukurcs

Efe ukuru met guidance for Lhe Tlt h consecutive year. hlghl@ting he mine's ccxtsistent pcrformara•e aad opcrat I reiiabiliry. Cumulafivnfy, operatlons at K1§Iadat and Eferu§ukuru

h F1•D'•'¥ @OdU€€d G°P4 /iU ' rTfiII?c€1 OL WS.

PdrfQrrñ 9 At OJyrTtpia6 thi2 ydar was affected by pro ¥• ding challenges. Incktdctg paste backrli b4end Issues chat 'mpacted flotation circuit slebi£ily and mefal recoveries. Ptant performance improved during tr e year. Cth fourth quarter production back

place as vre process the remalnin8 affected material. Progress an tho planned increase in mill capacity from TOO ktpa to

650 kfpg rernalos Sri tragk with prggr Ave ggrrwni ¥z g›r1ing

In 2026. In February 2026. we announced first

pr‹xJuwill be law than had been .afiti€ipatdd

gnp i5 now ex ed in OS 2036. with com rr›encial prodKin expected |n @A 2D2& The delay IS primarily due ts the need te replace variable speed dy ^s capacitors in the cyclone feed pumps in the process ptant's main miil clischarge circuit. wnir sustaned molsture damage durJng storage. In gd€fiEion. de|ays

for the power time cora>oction were driven by 6lowcr than expected approval of detailed urigincoririg. which io turn Impacted subcomractor ramp•up. Prior e corru-nissionag, approval from the elect I regulatory authodly Is required follmiog completion of iospectim and onnrgizaticxt protocols

Whh an nltial ZO-year Iifs•of-mino, Skouries is 6 long-term 4M•t expo€:t9d IO pit duCe an average 140.DO0 aur ces of gcJd

-dFtd D7 ml If1Dr1 P'DUFtdS Of COEgDOF per '/g'dF Dd QFt Ie CUFF OT

life of mine plan.

Bernard gold prices in 3025 contrlbuted to mdrgin expansion and strong cash fIc•a gonerat aour operatk›ny with an average annual realized gold pric‹•"! ol uS$S.505 pnr ounce. Free w h flow Iuds Sky its°* ote8ed over US5S9S miITIoo.

In 2O2S. we sported net earr+ings attributable to shareholders rrom contlnulng oporafions ofU5gS19.9 mlBion (USS2.56 eamngs per share}, compa od to net earnings of US$ZOO.9 million IUS'S7.48 earnir+gs per Share) In 3026. The iwrease was due

ID h•gher revenue as a result DIhigher gald prlces andhlgher s-aleS value partially offsot by higber prcxJuctian costs and

Total cash costs"' were US$1.176 per one solcl. an i+u•rease from US59AO per ounce sold in 3O24. and in line with our Increased guldance range for the year. The Increase was pfirrtdriJy due Lo higher royalties driv€•n by h{g'ho# gold prices

All-in sustaining costs {“AISC-)*’ were within our increased guider+oe' range and totalled USS1.66a por ounCo sold in 2035. compared to UDS1.28S per ounce sotd In 2024. The Ir›crease was pdmarJy due to higher total Cash cosls per ounce sold

.ard hi$hdr 8u8taining CapitZd hditur•k

In February 2O25, the Lamaque Complex celebrated its one millionth ounce of gold produced since achieving commercial production in 2019.

We ended the year in a strong financial positk›n wilh a cash

and' cash ec|uivaIent balance of U59469a milllon. a slighc

ir creace from U5S856.B mlIIIoat December 31, 2D24.

We completed tlxt sde ol our equlry Imerest In G fdinIng Voutures lay proceeds of US315S mills ia only 2025 and received the USS60 milllm deferred cori5/deratson payment in connection with the sale in September 2025. ono year after the successful Comrtds5ioning of the 7 ntlnzinho mine.

wecontinue to focus on malntalning a strong ftnar• ai r›o•it through 2026. vrhich will support our growth strategy and unlock value acrass our bu6ineM.

Sustsinabilitp

5ustalna@IIty Is a cost pillar of our Company strategy, and we cmsider it in aB aspects of aur business, from expIclhreugh to develop-ent. res dble producti•on and flnally closure.

Our 5usainaéIiEyIntegrated Management System I“5llvj5-I oporati n'¥ali2es EldOaCio’5 Su9tairtability framework through company“wide performance standards covering occupational heath and safety, environment. social, security and general suszaioabilitgrr aaaga-I. In 2025. w•a rolled out an updated version of EU 5 across idl operating sitas. strengthenlng consisted. ac‹•ouotability arxJ afigf r¥¥G¥'it with€valvi leading practñes. S1MS ensures that we continually rr¥dlMaln a strong and consistent ’One Elclesado’ appfoacA to Sustain-able mining and ref 3qtS sur cmmm itrnent ts providing safe. inclusive worhpl engagad end prosperous cornmwiñes, responsibly prodded products, and healthy natural enva-onments through

all phases of the m|njng l|fe cycle.

SIIIS wasde eIo$jg?d in aI'gnrnerrt v th {nternat{onaI|yregxggn|ded &ta7X'lafd8. 4llowiñg u& tO &iMultar•-usIy undergo a verification

by a credible thJrd-party verJfier against the Mining Association of Canada's ("l•lAC") To.ards Sustalnabie Mining ("TSC") protocols aad the World Good Cmncil's Responsible Good I•1Ining Pflnciples f°WGC RGMPs-).

in September. Our Lamaq•ue Complex complied w integrated external ve iflcditl 0n ag,ainst SIfd$., the DC TSC proce old. and the WGC RGMPs. Lara aque acfâwed Level AAA across all applicable TSI'd indñators - the highest j>•›ssibIe rating verified }gy gn Independent Chird-party, In reg‹ggnitign sf this excoplk›nd perfc›rmance. Lamaque received the 7St•l GOId Leadership Award. we of the sector's h‹gheS dIszincti<›ns.

Only five other faciIitie& iFi thd mining I du5tFy ¥'ec€•Ived this

award.and this is the first tame it hasbnen preanted sinoe 2020.

fo additim la the 7Sr4 Gald Laaciarship Acard, Eldorado*s operations were recogrgzed several ways In 2025:

In Duaboc, our team taceived the Environment I Lfistinction Awarel at the Queboc Mining As iation Conference, recognizing our strong to <>engagement and onvironrnontal stewardship. We: <> also

honored wIh the Socio-Economic miErnenE Flloci Award

at the VaI•d'Or Chamber of Comrr›erce Busioass Gala.

In G 9eca. aur kassaadra fdioet team +vaz a+vaydcd the Gold Award at the 20 S BOUSSIAS Hcdl4+ & Safety Awards

Healh §mergerwy Mar›agemgn{ PLdn, u r¥giesg ring w r continued focua on the safaty and well-being of ocir workforce and c£<¥tmun itia'S.

In Turkiye. our Cildren's City Project. developed in partnership with the Usak MoniCipallly, was awarded r1JI”IMF-U@ iN £hD CCtmMursity E n t¥tPnt ExC9flWC •

category at fhe 2025 Towarcls Sustalnable f fining (TSM) Excellence Awards. argaoi‹ed by f•IAC

In addition. Eldorado was recognized by TII sE magazine as

one sf Canada's Best CO-npaniesJn 3025. re9ecta g cx strong

satisfaction and ccnslsAt revenue-

We tinue zo take Steps e operaUonalize energy and GFIG emissions standards within SU S In support of our Climate Change Strategy. Our target is to mitigate ZO% of our GHG emissicos lexcludlng Skourles) at edsting ooeratk•ns by 2D3D using 2020 asa baseline year. Through December 31. 2025. we have mitigated 2d.950 tCO,eof €HG erni5slans,

We be¥eve dlve*se boards teams we a we of w?mpejiEIug advantage and intpgral to our effective stevrardshl p of tke Company for the benefit of all our sahaheIders. We ara pleased to have exceeded our target of a minimum Of 3rO% enrnen directors on aux Baard since 2020 and at least as addit lonal 1O% of directors frem gne or more deslgnated groups (beyond wornon) since 2022. In 2O2S. we were sligh fly below our target oT achieving at least % women In Senior management. while continuing o meet our objective of an

groups (beyond worr+en).

In recognition of this exceptional performance, Lamaque received this TSM Gold Leadership Award, one of the sector's highest distinctions.

‌Skouries and M‹:lfvenna Bay are expected to meaningfully enhance our operational scale, extend our growth profile. and increase our exposure

to copper at a time of rising global

demand for critical minerals.

GROWTH AHD OUTLOOK

As we move in to 2026. Eldorado is positlened to deliver

s‹gr1ificant • sare c •der value with Skourie-I approaching first

Board Succession and Leadership Transition

8aard renewal and succession remained a focus eluting 2025 and early 3036, in fight of the evolution of tl-›e C any's business. including the continued advancement and transformational impact of the 9k ies Print and the aCQui6i£ion of Foran and ils I Icllvanna Bay Project. In this

regard. the Board is pleased to have enhanced its sk‹Ilsets and added mesh perspectives Q d vkM9 thñough the appoint rra nts of Samantha Espley. Dr. Sally Eyre and Dan Idyerson. and the upcoming nomination fOr elcCt‹On Of PatriC1c Godin. The

dddit OF Din 1/y'eF5OI"i. fOFPD4+ Eit CgElv /PI0Ir +d Chief Executive does olFo‹-an, Lsags broad irxJustry knovdedge as well as deep eset specir•c knowledge. supoortlng theefYectlve cuegratk›n. devnloprnont arxs long term vakiemaximization of the assets acquired fi the Foran lransazt@n. The Baardwold also like to exp+ess its sincere appnociation to John Webster,

conoeoVate' @OdWtion and OptimixBtk›n inlt«s ives across out who retired from tke Baard. as well as Hus@n Barma and

operations continuing to build « rneritun-u In Fetx-uary 2026, vre announced the acqui9iñ:in Of FOfan Mining COfpnration (°#@FDFâ”t, whr hR */ closed in April 3 2'I$. IU sfyeogthcniog Eldorado's growth trajectory. The transaction adds a high- quality, long-life Copper -zinc-gold-Silwer asset

ih Canada aad fufth9r out p•DrtfoIio.

Tfse cambination ol Skouries in Greoce and the Mcllvenrsa Bay Project Saskatchewan, both expected to achieve commercial production in 2O2& in anticipated to meaningfully enhance our ojaerafiona! scala, extend or growth profile.and iwmasc or

e tocopper at a tie of rising glotxdl demand for csitiCal

mi als. Tho Mcl/«añña Bay Project has also been designated by the Government of Canada as a pro}eCt of national sigrxifkance suppccdUcal mr«•ratph This transa reflects

our dIScip|ined aporaactt to valve enhancing growth andour

ccc i•i' itmertt to building a resilient. future focused business

pos'•tIoned to ger›e+ate strong long-term cash flovY.

our aru1uaI gold outpJt from 4BBJ6B ovr<:es in 2038 to bet' •'

fifi0,O0O and 74Q.000 oueaes by 2026. This would represent

growth of approximately z•OA over 3035 production levels.”'

We are alco advit cing ydue-drivers at our operations. At the Larnaque C plc development of thn O maque debit contlnues, with undergrgund development amping up to

Stephen Walker. who are r+at Standing for re•elect@n at the upcoming Annual Meeting. Each has made a mewingful ControutJon ie the Company through their strategic insight, experience and judgment. and the Board is grateful f‹>- their dedlCatIon and service d uring a perk of significant

t ransfacmatiou for the Company.

In acfditicxs. the Company announceda planned executive leadership transition in 2026. George Burns advi sed of his inter¥l.iDn tO rgtir¥ b8 fief GUIL i gr in the thk I €]UWW of 2O2d as Skouries ramps tankard commercial products, nh Cinemas wW. currently Pwident. to succeed w•. Burns as Chief Exc‹xdivd OffiC9z‘ 6t that tirf¥d•. MX. BuM9 will rWTtasñ Out the Board fXg|lowtng his redirect. and[air. }v'ji|ao yvj§ jojn tbg' Bodrd upon becoming CEO. This struct+xed se juenced tran6iticri reheats tI•e Board's long sfzndlng focus on succession plB4irsng and er¥ uré6 cant inuity in k•aderdip. ouer£ , and execution as Eklorado advances il9 gfowth strategy.

At EkgCYadO, wd 8uhdtarttial appDrtufi ity ahGad. Wifh Stouries nearing products, the addition of HCllyenna Bay'. continued optimizatk>n across our aperating sid and a

feyo rable metd price eoyironment. we expect to unlock further value across t£te business continue to strengthen our Fmancial positk:•n. Our Board and senim leadership team remcin fused on dis k+ed ca@Lal al including evak,iaCing further oppartwities to return capital to sFaceholdem

bTing Ormaque into prctductiori a2 a bond undergrotJnd mine we appreciate yr tinued parucipation as a shnretx der in

in 2026. The addition of a 6econd mka• will iI¥'cmase flesbility, improve p'ffk*ency thr gh $hared infrastructure. ar+‹;J 8uppgrt long-term grawth across a highly prospective land pad‹age.

Eldorado, and we encourage yov to exeryosir righf to vste. We hope you will join us virtually or in•px•rson at our 2O2& Annual Meeting of Skerahddea

At Kit adag aurflue emails as ir¥crdaéirlg thrdughp+rt and finally.

st+a•terñng IeacFt cyde tlrnes. Eferr«;ukuru continues to advance reflourcd cor¥eer2kxz Of tfse kokarpirW afxJ Bati And.0 /rf¥pias is pogressng well toward 'is upoomir›g e»pansk›rt and impovlng

psod ›ty through disciple •d ape I

*” Steves Reid

In $Dg5. we further refit+ed ogr portfolio with the sale •f our Air of the Board Certej Pmject in Romanai. sharpening fetus on core assets

and ]urisdict ions. We also Increased our ownership gtake in Annex Explosatim Inc., building on our exposure to high• potential exptoratk›n opporturlAles in Canada. These Enforce our disciplined appraach to strategy- capital dopk›yrnonL

Chief Eze‹x iue Officer

Proxy Summary

This summary hi lights informpli on Conained in our Manage ment Prox y Circular {”Circulpr"|. This summary docs nat irt all of th0 i ñforM4tiQrt that yOu 9hOuId *IONsidcr.

We encouzage you to read the entire Eircu!ar carefulIy prior to voting.

When

Tuesday. June 23.2026 1O:OO a.m. PaCifiC Time

Where

In person:

Fasken Martineau DuMoulin LLP SSO 8urrarci Street. Suite 2900 Vancouver. BC. V6C OA5

V rtualiy-

Computershare virtual meeting platform at

https://meetnow.sIobab'MK29Z9W

Items of Business

1. Roceivo our 3025 annual audited financial statements

2. Elect 9 directors for the coming year

5. Ro-appoint KPMG as auditor far the coming year

4. Authorize the directors to Set thB auditor's pay

5 Approve a non-bJn@ng advisory resoMtion on executive compcnsaton

Table of Contents ata Glance

1 MoEsage to 5harehcdderS

5 Proxy Sunvnary

9 7able oI Contents

TI Shareholder and Voting Information 1s Business of fleeting

17 Director nominees and pen5ation

31 Environmental. Socfil and Governance

74 Compansation Discussion & Analysis 126 Frequendy /sked Ouestions

On khe cover: Skouries Coppa'r• Gold Projwk, Northern Greece

Eldorado is conducting iS 2026 Annual hating of Shareholders this year n a physical and virtual hy§ricI fprmaL helql in pgr n and virtqally. using thg' $ornputerghare virtual rTteeting platlorm.

Voting by prozy is Lhe easiest way to vete ymr shares. Please refer to yovr form of proxy or uoting i0SfFuCtiOD fO£M if¥CludQd in lhis package or to the “FAOs" section oo page 126 of this Proxy Circular lor more information on the voting methocls available to you.

Eldorado at a Glance

Our Eldorado global corumunhy ta cuztsmly mad• up of•ppmxfrnmsfy 9,70Otaam rnambars from around th• wor4d.Ws apsak diMarent languages and come from rich focal culauraa. Uga find common ground En our «isien to build a &•fa, sustainable, high-quality business In th• mining sector. cractTng valu• todcy end for future g•n•rctJonw This vlsfon reflects our cara valuea •nd ua to ralentlesaly flnd a batter way tothTn$a, to be courageous and innovstlve and to te break n•w greund in •Il that we dv

Our oerporcta strategy •nd strstcglc focus areas help us to achieve eur vision end cresta feng term value fereur many E celfenand 7inensial Strength & ketums.

Qetwr va ie•addlng gro•vth and

excel e angst rñlcPsbe gddcompanies with a reps

enab4eour culture andactdeve

o‹x peer p and e•pand

burmese to reach tt›s next her

Portfolio of Long-life and High-quality Assets

Strong Balance Sheet

andlm 2025 in s aoBd posltion vrith a zaah and caah aqulvalam balance o4 USS8d9 mlfion

Pipeline of Strategic Growth Projects

wtthdeyek›pment protects thst indude Skourtes. MtllvenM Bay and Perama Hill. First concentrate produchon at Skourles u expected in D3 ano commercial producoon is expected

in 04 2D26. First concentrate production at t•tcIhwr a Bcy u erpein to rear-term and commeroal p ao«ctw u wqjeInO3 2D26.

Strong ESG Performance

..«a-« +in

Production Growths

with Skourfas comlng onlkte In 2026 and though orgarr!c gn›wth u exiting operations Anr«ai productk›r Ts cxpa•zbad zo Tncmasa to 6 0.DOO-740a our›cas of

Committed to Fostering Safe and Inclusive Workplaces

thet ate duty. personal gtowth and hnovatlon

Sustainability

Our business is focused os breaking new ground at euBry stage in the zrsining iire cycle. rrom the initier reiafionship0 -e buildwhh locommunities to Implementing socially and•nvironmcriMly raypondbl• clocur• practtwa cack to ftnd naw naya to craata vatue for our slakeholdara. From our corporMa vision toour management systems, wewa committed to responsible mirdng es tha Foundation of our business. Aliechlevensents, unlace otherwise noted, ara asof aeceruber 31, 2OZ5.

Environrnanta Leadership(E)

• lfMP '6@d M$§7 in commtxt'rty Invegtrnerjt programs acro6S our

  inventories or the 2O23-zo25 re/›o1ng

  health snd srts.

  Btzong GovamanoaPracticas(G)

  k lependem id overs through

  • lr›dustry•IaadIrg tellings goyernanca. Cth an opcratk›ns achlwJng AAA scores urxter tits t•1AC-TSM Taflfngs Mansgemem Protocol.

- ridng btod ersny aad reclamatou. including pfamJng 48.2BO indigenous plsnts o«er S,OW h0ctares.

• 69&of pocurer«ant spend dkected supported byquuterly MG reporting.

  ' 100% oampbtlon of Coda of Etldcs

• P9&of emptoyccs And 7798 of and AeU-BrIbery & ption #dInkg cq*mtriosof0peratIon. • Eldorado holdQuebec vad the

Ft more in-depth information about our cMerdl ESG performance, please see our Sustaiwbil”ity Report. httpsz//www.eIdoradpgotd.com/custainabiIity/reporting

Eklo‹ado's sustakubll framework embodies our mass to Incorporate sustalnaolhy from the ground up In sewko of our @* 8@ vl5sn to builcl a fg'. 5Ust3lnab/s Bf¥d Ifigh•qUaIify business In the gold mlrdng sector, Creating value todey and far Murc germatâns. Thls means we consldar sustalbility in everytHng we do, rpm exok•ationa closure, end in our relatJonshipa vdth commurñtles, lnvactors, customers and other important st«kcboIders.

Our $ustdiaabfI“4y frarYxevrorfi 8¥tAI6tH four j0slfbK thdt hghlgh eurcommhwtsvMszcmseanvnonmrmtN,sorfW and gqusrnart 0' ind fork By delivgrl g on these pillar we believe we will continue to be a preferred partner 6or host munitW and countries, and have access tp capJzal to enable us to grow our business for the e•eet &

all stakeholders.

Sustaina ty IntegrateManagement System

C anssa Browning

Corporal DireHor

Pa'rick Godin Corporate Director

George Burns Chief E xecut iue Officer

Judith Hosely

Corporate Director

Te resa Eonway Co@orate Direnor

Dan Myerson Corporate DireWor

Samant ha Espley Corgxvate Director

SCeven Reid Corporate Dire<>

Sally Eyre

55%

of c• Bocrd r•omiwes

ident ill as women (5 of 9). 11 ol tha nominees ident ify as otr›cr dos gnated

60°

of our commit rec

Chairs are w omen

spanning four decades

3•5 Years

is the average tenure of our non-executive dJroctor nominees

groups (1 of 9)

OOC?

OOG

78% lMo

gf o yr direct or Bogrel InCerlocks

nominees are in p|d•Ce for Our

indep0Ddent director non1iO'ۖts

No

Overboarded Director

Nominees

based Oft markef-laadiog

praxy advisory Farrs' cxitaria

Sustainability Highlights

Table oṪ Contents

When

Tuesday, June 23, 2026 10:00 a.m. Pacific time

Where

In person:

Fasken Martineau DuMoulin LLP 550 Burrard Street, Suite 2900 Vancouver, BC, V6C 0A3

Virtually:

Computershare virtual meeting platform at meetnow.global/MKZ9Z9W

Eldorado is conducting its annual meeting this year in a physical and virtual hybrid Ṫormat. Additional inṪormation on how to attend the 2026 annual meeting oṪ shareholders virtually can be Ṫound on page 130.

‌Your Vote Is Important

You are entitled to receive this notice to vote at our 2026 annual meeting of shareholders (“2026 Meeting”) if you owned common shares of Eldorado Gold Corporation (“Eldorado” or the “Company”) as of the close of business on April 29, 2026 (the ”record date” for the 2026 Meeting). Registered shareholders and duly appointed proxyholders (who, if attending virtually, have been properly registered prior to the 2026 Meeting) will be able to attend, participate and vote at the 2026 Meeting either in person or online. Non-registered beneficial shareholders who have not duly appointed themselves as proxyholder will not be able to attend the 2026 Meeting in person but may attend online as a guest. Guests attending virtually may view the webcast, but will not be able to participate or vote at the 2026 Meeting.

Notice and Access

We are using notice-and-access procedures to deliver our 2026 Meeting materials to shareholders. You are receiving this notice with information on how you can access the management proxy circular (“Circular”) electronically, along with a proxy -or, in the case of non-registered shareholders, a voting instruction form – by which to vote at the 2026 Meeting or submit your voting instructions.

The Circular, form of proxy, annual return card, annual audited consolidated financial statements (the “Annual Financial Statements”) and associated Management’s Discussion and Analysis (“Annual MD&A”) for the year ended December 31, 2025 will be available on our website (www.eldoradogold.com/investors/shareholder-information/shareholder-materials-agm) as of May 22, 2026, and will remain on the website for one full year. You can also access the meeting materials through our public filings on the SEDAR+ website (www.sedarplus.ca) and the United States Securities and Exchange Commission (“SEC”) website (www.sec.gov), under Eldorado’s name.

The Circular contains important information about the 2026 Meeting, including what is required to attend the 2026 Meeting in person or virtually. We encourage and remind you to access and review the Circular prior to voting.

The Company will mail paper copies of the meeting materials to those shareholders who had previously elected to receive paper copies. All other shareholders will receive this notice along with a form of proxy or voting instruction form, as applicable. If you received this notice and want to obtain paper copies of the full 2026 Meeting materials or additional information about the notice-and-access procedures, they can be requested, without charge, by contacting us as follows:

[email protected]

t: 1 604 687 4018

1 888 353 8166 (toll-free)

550 Burrard Street, 11th Floor Vancouver, BC, V6C 2B5 Attention: Corporate Secretary

To receive the Circular in advance of the proxy deposit date and meeting date, requests for printed copies must be received at least five business days in advance of the proxy deposit date and time set out in the accompanying proxy or voting instruction form.

Shareholders can request future copies of the Annual Financial Statements and Annual MD&A and/or our interim consolidated financial statements and associated management’s discussion and analysis by marking the appropriate box on the Annual Return Card included with this notice, as applicable. All registered shareholders will receive the Annual Financial Statements and Annual MD&A.

Submitting Your Vote

If you are a registered shareholder and are unable to attend the meeting either in person or online, please complete the enclosed form of proxy and return it as soon as possible. To be valid, proxies must be returned by 10:00 a.m. (PaciṪic time) on Friday, June 19, 2026, to our transfer agent at:

Computershare Trust Company of Canada 320 Bay Street, 14th Floor

Toronto, ON, M5H 4A6

You may also vote by telephone or online by following the instructions on your proxy.

If you are a non-registered shareholder, you should follow the instructions on your voting instruction form in order to submit your voting instructions to your intermediary or its agent. You should submit your voting instructions to your intermediary or its agent as instructed as soon as possible, so that your intermediary or its agent has sufficient time to submit your vote prior to the voting deadline of 10:00 a.m. (PaciṪic time) on Friday, June 19, 2026.

If you have any questions or need assistance completing your form of proxy or voting instruction form, please contact Laurel Hill Advisory Group by (i) telephone at +1 877 452 7184 toll-free in North America, or +1 416 304 0211 outside of North America; (ii) by email at [email protected]; or (iii) text message by texting the word “INFO” to +1 877 452 7184 or +1 416 304 0211.

By order of the Board,

Karen Aram Corporate Secretary Vancouver, BC

May 7, 2026

Eldorado Gold

In this document, “we,” “us,” “our,” “Eldorado,” and “Company” mean Eldorado Gold Corporation.

Shareholders

“You,” “your” and “shareholder” mean registered holders (unless the context otherwise requires) of common shares of Eldorado.

Date oṪ InṪormation

Information in this document is as of May 7, 2026, unless otherwise stated.

Exchange Rate

All dollar figures are in Canadian dollars, except as noted. We used the average annual exchange rate for 2025 reported by the Bank of Canada of 1 U.S. dollar = 1.3978 Canadian dollars, unless otherwise noted.

Additional InṪormation

Documents and websites referenced herein are not incorporated by reference into this Circular unless the incorporation by reference is explicit. References to our website address in this Circular are intended to be inactive textual references only.

You can find financial information relating to Eldorado in our Annual Financial Statements and Annual MD&A.

See our Annual MD&A, Annual Financial Statements and our annual information form for the year ended December 31, 2025 (“AIF”) or Form 40-F for additional information about Eldorado. These documents and additional information relating to Eldorado are available on our website (www.eldoradogold.com) and are also available on the SEDAR+ website (www.sedarplus.ca) and the SEC website (www.sec.gov), under Eldorado’s name.

You can also request copies free of charge by contacting our Corporate Secretary:

[email protected]

t: 1 604 687 4018

1 888 353 8166 (toll-free)

550 Burrard Street, 11th Floor Vancouver, BC, V6C 2B5 Attention: Corporate Secretary

‌Business oṪ Meeting

1. ‌Receiving Our Financial Statements and the Auditor’s Report

   Both our Annual Financial Statements and the auditor’s report are available on our website (www.eldoradogold.com) and on the SEDAR+ website (www.sedarplus.ca) and the SEC website (www.sec.gov), under Eldorado’s name.

   A representative from KPMG LLP (“KPMG”), our independent auditor for 2025, will be at the meeting to answer any questions about the auditor’s report.

2. ‌Electing Directors

   According to our articles and by-laws, we must elect between three and 20 directors at each annual meeting, each to serve for a one-year term or until a successor is elected or appointed. The board of directors of the Company (the “Board”) has decided that nine directors will be elected this year, based on the diverse mix of skills and experience the Board believes is necessary to effectively fulfill its duties and responsibilities.

   Director Nominees Ṫor 2026
   Carissa Browning George Burns	Teresa Conway Samantha Espley	Sally Eyre Patrick Godin	Judith Mosely Dan Myerson	Steven Reid

   Each of the director nominees is well qualified and demonstrates the competencies, character and commitment that is complementary to Eldorado’s needs and culture; additionally, each has expressed their willingness to serve on the Board. Further information on each of the nominees can be found starting on page 17.

   Majority Voting

   The election of directors at the 2026 Meeting is governed by the majority voting requirements under the Canada Business Corporations Act (the “CBCA”), and the CBCA regulations, which came into force on August 31, 2022. These requirements provide that in an uncontested election of directors, shareholders will be allowed to vote “for” or “against” each director nominee (as opposed to “for” or “withhold” as was the case previously). A nominee will be elected as a director only if the number of shares voted “for” that nominee exceeds the number of shares voted “against” that nominee.

   If a nominee does not receive a majority of votes cast by shareholders in favour of their election, they will not be elected and the director position will remain open, except that an incumbent nominee (which comprise eight of the nine Company nominees for the 2026 Meeting) will be permitted to remain in office until the earlier of: (a) the 90th day after the day of the election; or (b) the day on which their successor is appointed or elected. The Board may not re-appoint an incumbent director who did not receive majority support at any time prior to the next annual shareholders meeting other than in the following limited and defined circumstances: (i) to satisfy Canadian residency requirements; or (ii) to satisfy the requirement that at least two directors are not also officers or employees of the Company or its affiliates.

   These statutory majority voting requirements only apply to uncontested elections of directors, meaning elections where the number of director nominees is the same as the number of directors to be elected to the Board (such as the election of directors to take place at the 2026 Meeting). Following the implementation of these amendments to the CBCA, the Company’s then existing Majority Voting Policy was rendered redundant and was revoked by the Board.

   The majority voting requirements under the CBCA will not apply in the case of a contested election of directors, in which case the directors will be elected by a plurality of votes of the shares represented in person or by proxy at the 2026 Meeting and voted on the election of directors. Consistent with the foregoing, the form of proxy for the 2026 Meeting provides that in the event more than nine individuals are nominated for election as directors, an instruction to vote “Against” a nominee will be treated as an instruction to “Withhold” from voting for that nominee.

   Advance Notice Policy

   Our by-laws contain an advance-notice provision for director nominations. Shareholders who wish to nominate candidates for election as directors must provide written notice of their intention to the Corporate Secretary (550 Burrard Street, 11th Floor, Vancouver, BC, V6C 2B5) and include certain information as set out in Part 9 of our by-laws. The notice must be made not less than 30 days and not more than 65 days prior to the date of our next annual meeting, in compliance with Part 9. If you wish to submit a director nomination to be presented at our 2026 Annual Meeting, the required information must be sent to our Corporate Secretary by May 25, 2026. A copy of our by-laws can be found on the SEDAR+ website (https://www.sedarplus.ca), under our Company’s name.

   We recommend that you vote FOR the election oṪ the director nominees.

3. ‌Appointing the Independent Auditor and Authorizing the Board to Set the Auditor’s Pay

   KPMG has been our independent auditor since 2009. Upon the recommendation of the Audit Committee of the Company (the “Audit Committee”) and the Board, shareholders will be asked to approve the re-appointment of KPMG as auditor and to authorize the Board to set the auditor’s pay for 2026. To assure continuing independence of our auditor, and in accordance with best practices and the Audit Committee Policy, a new lead audit partner is appointed at least every five years. Our most recent audit partner rotation was in Q1 2025.

   Years ended December 31 2025 (US$) 2024 (US$)

   KPMG conducts the annual audit of our financial statements and provides audit-related tax and other services, and reports to the Audit Committee of the Board. The table below outlines the fees paid to KPMG in the last two years.

   Audit fees	2,337,878	1,945,300	Total fees for audit services
   Audit-related fees	83,995	91,895	Majority of fees relate to French translations
   All other services	51,750	8,660
   Total	$2,473,623	$2,045,855

   We recommend that you vote FOR the appointment oṪ KPMG as our auditor Ṫor the ensuing year and FOR authorizing the Board to set the auditor’s pay.

4. ‌Advisory Vote on Executive Compensation – Voluntary Adoption oṪ “Say on Pay”

   The Board approved a policy on “say on pay” and shareholder engagement. The policy establishes the framework for conducting an annual non-binding advisory vote by our shareholders on Eldorado’s executive compensation. The advisory vote provides shareholders with the opportunity to advise the Board on their view of our executive compensation programs as presented in the Statement of Executive Compensation section of this Circular.

   As this is an advisory vote, the results will not be binding on the Board. The Board retains sole authority and remains fully responsible for the Company’s compensation decisions, and is not relieved of these responsibilities as a result of the advisory vote by shareholders. The Board will, however, take into account the results of the advisory vote when considering whether there is a need to increase shareholder engagement on compensation and other matters.

   Following each annual general meeting, all voting results, including the results of the “say on pay” vote, are publicly filed under the Company’s profile on the SEDAR+ website (https://www.sedarplus.ca).

   Year Votes “Ṫor” (%) Votes “against” (%)

   We are pleased to report that in 2025 and 2024, over 97% of our shareholders voted in support of our approach to executive compensation.

   2025	98.23	1.77
   2024	97.07	2.93

   BE IT RESOLVED THAT, on an advisory basis, and not to diminish the role and responsibilities of the Board, the shareholders accept that the philosophy and design of the Company’s executive compensation program, as disclosed in the Company’s Circular and the CD&A, are appropriate.

   We recommend that you vote FOR the adoption oṪ the resolution to support our approach to executive compensation.

5. ‌Other Business

   We will also consider any other matters that properly come before the 2026 Meeting. As of the date of this Circular, we are not aware of any other items of business to be considered at the 2026 Meeting.

   ‌

   ‌Director Nominees

   At the meeting, shareholders will be asked to elect nine directors. The Board has determined all the nominated directors are independent, with the exception of George Burns, the Company’s Chief Executive Officer (“CEO”) and Dan Myerson, former Chief Executive Officer of Foran; the Board committees are also 100% composed of independent directors. The director nominees have significant and complementary experience across multiple sectors and markets, which help form a strong and independent Board. The Board is committed to deliberate Board renewal. This renewal plan has resulted in an increase in key strength areas, including:

   • Board diversity

   • Capital markets and financing expertise

   • Compensation

   • Corporate governance

   • Decarbonization and climate change expertise

   • Mergers & acquisitions expertise

   • Strategic planning and risk assessment

   • Sustainability

   • Technical mining and operating expertise

     Further attributes of our director nominees include:

   • All of Eldorado’s non-executive directors meeting or on track to meet the equity-ownership requirement, as applicable.

   • All four of our current Audit Committee members are financially literate as defined in National Instrument 52-110 and Teresa Conway, the Chair of the Audit Committee, Hussein Barma (who is not standing for re-election) and Judith Mosely are considered to meet the definition of audit committee financial experts under SEC rules.

   • Adherence to our Corporate Governance Guidelines, as adopted by the Board on October 26, 2023 (“Corporate Governance Guidelines”).

The biographies starting on page 19 set forth information with respect to our proposed director nominees.

The value of director shareholding, including deferred share units (“DSUs”), which represent notional Eldorado common shares based on the value of our common shares has been calculated at the higher of the value at issue date or fair market value at December 31, 2025.

Carissa Browning was appointed to the Board in January 2022. Ms. Browning is a corporate commercial lawyer at a boutique legal and advisory platform focused on energy, cleantech and sustainability. She previously served as legal counsel for BC Hydro and TransAlta Corporation. She has broad industry experience in electricity and renewable energy, technology, fintech and commodity trading, and advises on matters relating to corporate governance, market regulation and sustainability. Ms. Browning is currently appointed to the board of Alberta Innovates, Clean Prosperity and is a Calgary Chapter Executive of the Institute of Corporate Directors. She holds a B.A. and LL.B. from the University of Calgary, has the designation ICD.D from the Institute of Corporate Directors, and regularly contributes her thought leadership and reflections on the importance of diverse representation, reconciliation, and her views as an Indigenous woman. She identifies as a Dene from the Dehcho region (Northwest Territories).

Independent director since January 2022 Resides Alberta, Canada Age 52

Areas oṪ Expertise Capital markets Compliance Corporate governance

Decarbonization and Climate Change

Energy

Human capital matters Legal and regulatory Mergers & acquisitions Sustainability

Education

LL.B., University of Calgary

B.A., Communications and Culture, University of Calgary

Current Occupation

Lawyer

Other Directorships

None

Accreditations and Memberships

Canadian Bar Association

Institute of Corporate Directors (ICD.D)

Law Society of Alberta

Law Society of British Columbia

BOARD AND COMMITTEE MEMBERSHIP

EQUITY OWNERSHIP

Notes:

(1) Based on the higher of the value at acquisition date or fair market value at December 31, 2025 ($49.33). For more information on independent director equity ownership, see page 70.

George Burns joined Eldorado on February 1, 2017, and assumed the role of President & CEO on April 28, 2017. To support Eldorado’s growth and succession planning, he transitioned from the role of President & CEO to the role of CEO on September 12, 2025. Prior to joining Eldorado, Mr. Burns was Executive Vice President & Chief Operating Officer at Goldcorp Inc. He also held the Goldcorp positions of Senior Vice President, Mexican Operations, and Vice President, Canada and United States. Prior to that he was Senior Vice President & Chief Operating Officer of Centerra Gold Inc.

Mr. Burns has over 40 years of experience in the mineral sector, including executive, operations, development and engineering leadership roles in gold, copper and coal operations. He has served in various capacities for Asarco LLC including Vice President of Mining as well as numerous capacities for Cyprus Minerals Corporation. He began his career with Anaconda Company in 1978. Mr. Burns has also served in the past as an independent director of another public mining company.

Director since April 2017(1) Resides British Columbia, Canada Age 66

Areas oṪ Expertise

Compensation

Decarbonization and Climate Change

Finance Geology

Human Capital Matters Mergers and acquisitions

Mine and process operations, development and construction

Mining engineering Mining industry Sustainability

Education

B.Sc., Mining Engineering, Montana College of Mineral Science and Technology

Current Occupation

CEO, Eldorado Gold Corporation

Other Directorships

None

Accreditations and Memberships

Institute of Corporate Directors (ICD.D)

Prospectors & Developers Association of Canada

Society for Mining, Metallurgy & Exploration

BOARD AND COMMITTEE MEMBERSHIP

EQUITY OWNERSHIP

Notes:

1. Mr. Burns is an executive and therefore does not receive compensation for his role as a director. See page 107 for details of Mr. Burns’ compensation.

2. Based on the higher of the value at acquisition date or fair market value at December 31, 2025 ($49.33). For more information on executive equity ownership, see page 84.

Teresa Conway was elected to the Board in June 2018. She is a former executive with over 25 years of experience in the North American renewable energy and energy markets. She was the President & CEO of Powerex (2005–2017), and prior to that held various executive positions since joining Powerex in 1993, including CFO, with accountability for information technology. She was also with PriceWaterhouseCoopers (“PWC”) and her primary focus was mining. Ms. Conway holds a B.B.A. from Simon Fraser University and is a Chartered Professional Accountant (CPA, CA). In addition, Ms. Conway has the designation ICD.D from the Institute of Corporate Directors. Ms. Conway also serves on the board of directors of Altius Minerals Corporation and Entrée Resources Ltd.

Independent director since June 2018 Resides British Columbia, Canada Age 68

Areas oṪ Expertise

Accounting Audit Compensation Compliance

Corporate governance Energy sector

Finance

Human capital matters Mergers and acquisitions Risk management Sustainability

Education

B.B.A., Simon Fraser University

Current Occupation

Corporate director

Other Directorships Altius Minerals Corporation Entrée Resources Ltd.

Accreditations and Memberships

Chartered Professional Accountants British Columbia

Institute of Corporate Directors (ICD.D)

Fellow Chartered Accountant (FCPA, FCA)

BOARD AND COMMITTEE MEMBERSHIP

EQUITY OWNERSHIP

Notes:

(1) Based on the higher of the value at acquisition date or fair market value at December 31, 2025 ($49.33). For more information on independent director equity ownership, see page 70.

Samantha Espley was appointed to the Board in October 2025. She is a mining executive with over 35 years of experience in operations and technical services in the resource sector, with leadership roles at Vale Base Metals and Glencore and its predecessors. Currently, Ms. Espley is a Senior Executive Advisor at Stantec and an independent board member of Northern Graphite and Paramount Gold Nevada.

Ms. Espley holds a Master of Applied Science from Laurentian University and a Bachelor of Applied Science from the University of Toronto. A Professional Engineer (P.Eng), she holds a Corporate Directors Certification from CDI LLC. she is on the board of the Canadian Academy of Engineering (CAE) and is the CAE’s President-Elect. She was President of Canadian Institute of Mining, Metallurgy, and Petroleum (CIM) and the Chair of the CIM Health and Safety Society. Her honors include the Governor General’s Gold Medal, Women in Mining Trailblazer Award, Engineering Management Award, CIM Diversity and Inclusion Award, Inductee to Mining Hall of Fame for Northern Ontario, and is a Global Top 100 Women in Mining.

Independent director since October 2025 Resides Ontario, Canada Age 61

Areas oṪ Expertise Compensation Compliance

Decarbonization and Climate Change

Engineering

Human capital matters Geology

Corporate governance Mergers & acquisitions Mining industry

Risk management Strategy Sustainability

Education

Master of Applied Science, Laurentian University

Bachelor of Applied Science, University of Toronto

Current Occupation

Senior Executive Advisor, Stantec

Other Directorships Northern Graphite Paramount Gold Nevada

Accreditations and Memberships

Corporate Directors Certification, CDI LLC

Licensed Professional Engineer (Ontario, Manitoba, Newfoundland & Labrador)

Board of Canadian Academy of Engineering

BOARD AND COMMITTEE MEMBERSHIP

EQUITY OWNERSHIP

Notes:

1. Ms. Espley is a first-time director nominee. She was appointed as an independent director effective October 1, 2025. She attended all regularly scheduled meetings she was eligible to attend after her appointment and provided advance notice to the Chair of the Board of her inability to attend an unscheduled meeting on December 10, 2025.

2. Based on the higher of the value at acquisition date or fair market value at December 31, 2025 ($49.33). For more information on independent director equity ownership, see page 70.

3. Ms. Espley will have until October 1, 2030 to meet her ownership requirement.

Dr. Sally Eyre was appointed to the Board in January 2026. She is a geologist and mining finance professional with over 30 years of extensive experience in global resource capital markets and mining operations. Currently, she is an independent board member of Ero Copper Corporation. Dr. Eyre previously served as a non-executive director of Equinox Gold Corporation, Senior Independent Director of Centamin plc and a non-executive director of Adventus Mining Corporation. During 2011 to 2014 she served as President and CEO of Copper North Mining and, prior thereto, served as Senior Vice President, Operations at Endeavour Mining, responsible for a portion of resource exploration, development and production projects throughout West Africa. Dr. Eyre served as President and CEO of Etruscan Resources Inc. (now Endeavour Mining Corp.), a gold company with producing assets in West Africa. She served as Director of Business Development for Endeavour Financial Ltd. and has held executive positions with a number of Canadian resource companies.

Dr. Eyre has a Ph.D. in Economic Geology from the Royal School of Mines, Imperial College, London. Dr. Eyre is a member of the Society of Economic Geologists (SEG); a member of the Institute of Corporate Directors; and a former Director of the SEG Canada Foundation.

Independent director since January 2026 Resides British Columbia, Canada Age 54

Areas oṪ Expertise Capital Markets Compensation Engineering Finance

Geology

Legal and regulatory Mergers & acquisitions Mining industry

Risk Management Strategy Sustainability

Education

Ph.D. Economic Geology, Royal School of Mines, Imperial College

Current Occupation

Corporate Director

Other Directorships

Ero Copper Corporation

Accreditations and Memberships

Society of Economic Geologists (SEG)

Institute of Corporate Directors (ICD.D)

BOARD AND COMMITTEE MEMBERSHIP

EQUITY OWNERSHIP

Notes:

1. Dr. Eyre is a first time director nominee and was appointed as an independent director on January 1, 2026. She did not attend any meetings held in 2025.

2. Equity ownership is measured as at December 31, 2025. Dr. Eyre was not a director as of this date and will have until January 1, 2031 to meet her ownership requirement.

Patrick Godin is a first-time director nominee. He is an experienced mining executive with over four decades of experience in the global mining industry, with a strong focus on operational excellence and the health, safety and wellbeing of people.

Mr. Godin most recently served as President and Chief Executive Officer of New Gold Inc. (“New Gold”), where he led the company’s strategic direction, up until New Gold’s acquisition by Coeur Mining, Inc, which closed in March 2026. Prior to joining New Gold, he served as Vice President and Chief Operating Officer at Pretium and as President and Chief Executive Officer of Stornoway Diamond Corporation, where he was directly responsible for the construction and operations of the Renard Diamond Mine, Québec’s first diamond mine. He also served as Vice President at G Mining Services, focusing on the development of mining projects in the Americas and West Africa, and as Vice President of Operations at Canadian Royalties, where he led the development of a nickel project in Northern Québec.

Earlier in his career, Mr. Godin served as President and General Manager of CBJ-CAIMAN S.A.S., a French subsidiary of Cambior / IAMGOLD, where he led the Camp Caïman gold mining project in French Guiana. He also held progressively senior roles at Cambior’s Canadian operations, where he led a gold extraction operation and contributed to the implementation of the company’s sustainability program.

Mr. Godin holds a bachelor’s degree in mining engineering from Université Laval in Québec. He is a Professional Engineer in Ontario and a Chartered Director (ICD).

Director Nominee Resides Ontario, Canada Age 57

Areas oṪ Expertise Capital markets Compensation Engineering

Human capital matters Mergers & acquisitions Mining industry

Risk Management Strategy Sustainability

Education

Bachelor of Mining Engineering, Laval University, Quebec

Current Occupation

Corporate director

Other Directorships

Coeur Mining, Inc. OR Royalties Inc.

Accreditations and Memberships

Institute of Corporate Directors (ICD.D)

BOARD AND COMMITTEE MEMBERSHIP

EQUITY OWNERSHIP

Notes:

1. Mr. Godin is a first time director nominee and did not attend any meetings in 2025.

2. If elected at our 2026 Meeting, Mr. Godin will have until June 2031 to meet his ownership requirement.

Judith Mosely was appointed to the Board in September 2020. She has over 20 years of experience in the mining and metals sector, and most recently, held the position of Business Development Director for Rand Merchant Bank in London, with responsibility for developing the bank’s African business with international mining and metals companies. Prior to that, Ms. Mosely headed the mining finance team at Société Générale in London. Ms. Mosely holds a master’s degree in sustainability leadership from the University of Cambridge where her research focused on decarbonization in the gold mining industry. She also holds a Master of Arts degree in modern languages from the University of Oxford and a diploma in business administration from the University of Warwick. She serves on the boards of BlackRock World Mining Trust plc and Galiano Gold Inc.

Independent director since September 2020 Resides London, United Kingdom Age 61

Areas oṪ Expertise

Decarbonization and Climate Change

Finance

Investment banking Legal and regulatory Mergers & acquisitions Mining industry Strategy

Sustainability

Education

Master of Studies in Sustainability Leadership, University of Cambridge

M.A., University of Oxford Diploma,

Business Administration, University of Warwick

Current Occupation

Corporate director

Other Directorships

BlackRock World Mining Trust plc

Galiano Gold Inc.

Accreditations and Memberships

ESG Competent Boards

Certificate and Designation (GCB.D)

BOARD AND COMMITTEE MEMBERSHIP

EQUITY OWNERSHIP

Notes:

1. Ms. Mosely attended all the regularly scheduled board meetings in 2025 and provided advance notice to the Chair of the Board of her inability to attend an unscheduled meeting on July 8, 2025.

2. Based on the higher of the value at acquisition date or fair market value at December 31, 2025 ($49.33). For more information on independent director equity ownership, see page 70.

Dan Myerson was appointed to the Board of Directors, as Deputy Chair, in April 2026. Mr. Myerson is a disciplined mining entrepreneur and company builder with a strong track record of creating shareholder value. Most recently, he served as CEO and Executive Chairman of Foran Mining Corporation until its acquisition in 2026, where he led the company’s transformation into one of the sector’s most respected growth stories, expanding its resource base and making new discoveries, securing value accretive financing, and advancing key permits and environmental approvals, including being instrumental in McIlvenna Bay’s referral to Canada’s Major Projects Office as a project of national priority; and building the McIlvenna Bay mine. He also positioned Foran as a leader in economical sustainable mining through its commitment to carbon neutrality, environmental stewardship, and community partnership. Prior to Foran, Myerson served as Head of Glencore’s Canadian Zinc Business as well as its global trading team.

Mr. Myerson holds a Master of Business Administration from Queensland University of Technology, and has the designation ICD.D from the Institute of Corporate Directors.

Non-Independent director Resides London, United Kingdom Age 39

Areas oṪ Expertise

Accounting Capital markets Compensation

Corporate governance

Decarbonization and Climate Change

Finance

Human capital matters Investment banking Mergers & acquisitions Mining industry

Risk Management Strategy Sustainability

Education

Master of Finance, Queensland University of Technology

Current Occupation

Corporate director

Other Directorships

Varvara Development Group

Accreditations and Memberships

Institute of Corporate Directors (ICD.D)

BOARD AND COMMITTEE MEMBERSHIP

EQUITY OWNERSHIP

Notes:

1. Mr. Myerson is a first time director nominee. He was appointed as a non-executive director upon acquisition of all of the issued and outstanding common shares of Foran by the Company by way of plan of arrangement on April 14, 2026 (the “Arrangement”). He did not attend any meetings in 2025.

2. Equity ownership is measured as at December 31, 2025 and does not reflect his equity holding after completion of the Plan of Arrangement with Foran. Mr. Myerson will have until April 14, 2031 to meet his ownership requirement.

Steven Reid was appointed as Chair of the Board on January 1, 2021. Mr. Reid was first elected to the Board in May 2013. He has over 45 years of experience in the mineral resource industry. Prior to his retirement as an executive, he was the Executive Vice President & Chief Operating Officer for Goldcorp Inc. from 2007 to September 2012. Before joining Goldcorp, Mr. Reid spent 13 years at Placer Dome in numerous corporate, mine management and operating roles. He holds a B.Sc. in mineral engineering from the South Australian Institute of Technology and a TRIUM Global Executive MBA. Mr. Reid is a member of AusIMM, CIM and the Society of Mining Engineers of A.I.M.E. (USA), and has the designation ICD.D from the Institute of Corporate Directors.

Independent director since May 2013 Resides Alberta, Canada Age 70

Areas oṪ Expertise

Compensation

Decarbonization and Climate Change

Geology

Corporate governance Human capital matters Mergers & acquisitions Mining engineering Mining industry Strategy

Sustainability

Education

TRIUM Global Executive MBA

B.Sc., Mineral Engineering, South Australian Institute of Technology

Current Occupation

Corporate director

Other Directorships

None

Accreditations and Memberships

Fellow, AusIMM Member, CIM

Institute of Corporate Directors (ICD.D)

Member, Society of Mining Engineers of A.I.M.E. (USA)

BOARD AND COMMITTEE MEMBERSHIP

EQUITY OWNERSHIP

Notes:

(1) Based on the higher of the value at acquisition date or fair market value at December 31, 2025 ($49.33). For more information on independent director equity ownership, see page 70.

Directors attended 99% of our Board meetings and 100% of our committee meetings in 2025; five of our nine directors that have been nominated for election were elected by shareholders at the 2025 Annual & Special Meeting (“2025 Meeting”).

Meeting In-camera

The Board and each of the committees meet without management present (in-camera). In 2025, the Board held in-camera sessions at each of its fourteen scheduled meetings. The Audit Committee and the Corporate Governance and Nominating Committee (“CGNC”) met four times, the Sustainability Committee met four times, the Compensation Committee met seven times and the Technical Committee met six times.

Director

Board meeting

Committee meetings

Audit

Compensation

CGNC

Sustainability

Technical

2025 Board and Committee Meeting Attendance

Notes:

1. Ms. Conway was appointed Chair of the Audit Committee effective June 3, 2025 and ceased to be the Chair and member of the Compensation Committee effective June 3, 2025. She attended all Compensation Committee meetings she was eligible to attend prior to her cessation.

2. Mr. Walker was appointed Chair of the Compensation Committee effective June 3, 2025.

3. Mr. Barma was elected as an independent director at the 2025 Meeting and was appointed as a member of the Audit Committee, Compensation Committee and Sustainability Committee effective June 3, 2025. He attended all the regularly scheduled board meetings he was eligible to attend and provided advance notice to the Chair of the Board of his inability to attend an unscheduled meeting on December 10, 2025.

4. Ms. Farrow did not stand for re-election at the Annual Meeting on June 3, 2025, and ceased to be a member of the Sustainability Committee, Compensation Committee and Chair of the Technical Committee effective June 3, 2025. She attended all meetings while she served as a director.

5. Mr. Reid was appointed as Chair of the Technical Committee and a Member of the CGNC effective June 3, 2025. He attended all meetings he was eligible to attend.

6. Ms. Mosely was appointed a Member of the Compensation Committee effective June 3, 2025 and she attended all Committee meetings she was eligible to attend.

7. Ms. Mosely attended all the regularly scheduled board meetings in 2025 and provided advance notice to the Chair of the Board of her inability to attend an unscheduled meeting on July 8, 2025.

8. Ms. Espley was appointed as a director, member of the Compensation Committee, Sustainability Committee and Technical Committee effective October 1, 2025. She attended all the regularly scheduled board meetings she was eligible to attend and provided advance notice to the Chair of the Board of her inability to attend an unscheduled meeting on December 10, 2025.

9. Mr. Webster ceased to be the Chair and Member of the Audit Committee effective June 3, 2025. He attended all regularly scheduled Audit Committee meetings except February 18,2025 until his cessation.

10. Mr. Webster was appointed as a Member of the Technical Committee effective June 3, 2025.

11. Mr. Webster ceased to be a director, member of the CGNC, Sustainability Committee and Technical Committee effective November 1, 2025. He attended all meetings while he served as a director and provided advance notice to the Chair of the Board of his inability to attend a regularly scheduled meeting on February 20, 2025.

12. The following directors served as committee Chairs in 2025:

    • Ms. Conway – Chair of the Compensation Committee until June 3, 2025

    • Mr. Walker – Chair of the Compensation Committee effective June 3, 2025

    • Ms. Farrow – Chair of the Technical Committee until June 3, 2025