B2gold Corp. · TSX:BTO
B2gold — Shareholder Meeting (May 2025)
128 slides from B2gold's shareholder meeting presentation, May 8, 2025
Slide 1: Table of Contents
Table of Contents
Slide 2: Head office, directors and officers, registrar, auditor, listing
BeGOL_LD HEAD OFFICE DIRECTORS & OFFICERS REGISTRAR & TRANSFER AGENT Suite 3400 — 666 Burrard Street Park Place Vancouver British Columbia V6C 2X8 Kelvin Dushnisky — Chair of the Board and Director Greg Barnes — Director Kevin Bullock — Director Liane Kelly — Director Jerry Korpan — Director Thabile
Slide 3: Contents; Notice of Annual General Meeting
Contents NOTICE OF ANNUAL GENERAL MEETING COMPANY OVERVIEW Message from the CEO Vision and Values Executive Summary Management Information Circular NOTICE AND ACCESS Solicitation of Proxies Voting Procedures Registered Shareholder Voting Non-Registered Shareholder Voting Virtual Participation at The
Slide 4: Notice and access, solicitation of proxies
Senior Vice President, Legal and Corporate Communications, Suite 3400, Park Place, 666 Burrard Street, Vancouver, British Columbia V6C 2X8 (Tel: 604-681-8371). The Company is not sending proxy-related materials directly to Non-Registered Shareholders who do not object to their name being made known
Slide 5: B2GOLD
B2GOLD 2025 Management Information Circular Table of Contents
Slide 6: Masbate, Fekola and Otjikoto mines
MASBATE MINE | FEKOLA MINE Philippines Mali OTJIKOTO MINE ik 6,478 9, 6.6%” EMPLOYEES INDUSTRY LEADING . S S
Slide 7: B2GOLD
B2GOLD 2025 Management Information Circular Table of Contents
Slide 8: Operational and financial performance
OPERATIONAL AND FINANCIAL PERFORMANCE We successfully navigated a transitional year during 2024, while maintaining our commitment to responsible mining with industry-leading health, safety, environmental and social responsibility accomplishments, in large part due to the dedication of our global wor
Slide 9: $1.9B gold sales
$1.9B ae GOLD SALES
Slide 10: B2GOLD
B2GOLD 2025 Management Information Circular Table of Contents
Slide 11: Return of capital and liquidity
of gold, below the low-end of its revised annual guidance range of between 420,000 and 450,000 ounces. Our Otjikoto Mine produced 198,142 ounces of gold, near the mid-point of its revised guidance range of between 185,000 and 205,000 ounces, and Masbate Mine produced 194,046 ounces of gold, at the u
Slide 12: Message from the CEO
B2GOLD 2025 Management Information Circular Table of Contents Message from the CEO
Slide 13: Continued focus on growth
CONTINUED FOCUS ON GROWTH Construction of our Goose Project, the most advanced project in our 100%-owned Back River Gold District, located in Nunavut, Canada, continued on schedule in 2024. We recognize that respect and collaboration with the Kitikmeot Inuit Association (“ KIA ”) is central to the l
Slide 14: Overview, Notice and Access, Corporate Governance, Executive Compensation
OVERVIEW NOTICE AND ACCESS CORPORATE GOVERNANCE EXECUTIVE COMPENSATION
Slide 15: Environmental responsibility
ENVIRONMENTAL RESPONSIBILITY As a responsible mining company, B2Gold is committed to developing resources in a way that mitigates environmental and biodiversity impacts. We implement a Global Water Strategy aligned with the International Council on Mining and Metal’s (“ ICMM ”) Water Stewardship Fra
Slide 16: OVERVIEW NOTICE AND ACCESS CORPORATE GOVERNANCE EXECUTIVE COMPENSATION
OVERVIEW NOTICE AND ACCESS CORPORATE GOVERNANCE EXECUTIVE COMPENSATION
Slide 17: Thank you to shareholders
And finally, to you, our Shareholders - thank you. Your trust and support over the past 18 years have been instrumental in our journey to becoming a safe, responsible, and profitable senior gold producer. None of this would have been possible without you. Yours sincerely,
Slide 18: B2GOLD
B2GOLD 2025 Management Information Circular Table of Contents
Slide 19: Executive Summary: Operational Highlights
B2GOLD 2025 Management Information Circular Table of Contents Executive Summary Operational Highlights B2Gold continued its strong performance in 2024 across all of its operations while maintaining its long-standing commitment to safety and continuous improvement with industry leading safety and los
Slide 20: Executive Summary: Sustainability Highlights
Executive Summary Sustainability Highlights Sustainability and maintaining high standards of responsible mining has always been a key part of B2Gold’s business strategy. During 2024, the Company continued activities in support of its social and environmental commitments. Highlights of our activities
Slide 21: B2GOLD
B2GOLD 2025 Management Information Circular Table of Contents
Slide 22: Management Information Circular: Important Notice
Management Information Circular Important Notice The Annual General Meeting (the “ Meeting ”) of the shareholders (“ Shareholders ”) of B2Gold Corp. (“ B2Gold ” or the “ Company ”) is currently scheduled to take place in person at the Fairmont Hotel Vancouver, Pacific Ballroom, 900 West Georgia Stre
Slide 23: Notice and Access
Table of Contents NOTICE & ACCESS This Information Circular is being sent to both Registered Shareholders and Non-Registered Shareholders (as defined below) of common shares in the capital of the Company (“Common Shares”) using Notice and Access, the delivery procedures that allow the Company to sen
Slide 24: B2GOLD
B2GOLD 2025 Management Information Circular Table of Contents
Slide 25: Voting Procedures
Voting Procedures Please carefully review and follow the voting instructions below based on whether you are a Registered or Non-Registered Shareholder of the Company: • You are a “ Registered Shareholder ” if you have a share certificate or a DRS statement registered in your name representing the Co
Slide 26: B2GOLD
B2GOLD 2025 Management Information Circular Table of Contents
Slide 27: Virtual Participation at the Meeting
Virtual Participation at the Meeting QUESTIONS AT THE MEETING The Company believes that the ability to participate in the Meeting in a meaningful way, including asking questions, remains important despite the decision to also offer virtual participation at this year’s Meeting. It is anticipated that
Slide 28: Attending the Meeting online
If you attend the Meeting online, it is important that you are connected to the internet at all times during the Meeting in order to vote when balloting commences. It is your responsibility to ensure connectivity for the duration of the Meeting. Note that if you lose connectivity once the Meeting ha
Slide 29: Table of Contents
Table of Contents
Slide 30: Business of the Meeting: Set Number of Directors
Business of the Meeting 1) Set the Number of Directors at Ten (10) The Company’s Articles provide that the number of Directors to be elected will be the number determined by ordinary resolution.
Slide 31: Business of the Meeting: Advance Notice Policy
B2GOLD 2025 Management Information Circular Table of Contents Business of the Meeting Through the Advance Notice Policy, the Directors of the Company are committed to: (i) Facilitating an orderly and efficient annual general or, where the need arises, special meeting, process. (ii) Ensuring that all
Slide 32: Appointment of Auditor
3) Appointment of Auditor
Slide 33: Advisory Vote on Executive Compensation
4) Advisory Vote on Executive Compensation
Slide 34: Say on Pay advisory vote
While this outcome was strongly supportive of the Company’s approach to the executive compensation program, Compensation Committee, in conjunction with its independent compensation consultant, continues to review current market practices regarding executive compensation and will continue to seek Sha
Slide 35: Board diversity
FEMALE* 40% *Including one (1) ethnically diverse Director Nominee DIVERSITY
Slide 36: Geographic mix
GEOGRAPHIC MIX UNITED KINGDOM 20% AFRICA 10% CANADA 60% UNITED STATES 10%
Slide 37: Age
AGE 40-60 30% 61-70 60% 71+ 10%
Slide 38: Tenure
TENURE 13+ YEARS 20% 0-6 YEARS 60% 7-12 YEARS 20%
Slide 39: B2GOLD
B2GOLD 2025 Management Information Circular Table of Contents
Slide 40: Business of the Meeting
B2GOLD 2025 Management Information Circular Table of Contents Business of the Meeting
Slide 41: Kelvin Dushnisky
KELVIN DUSHNISKY Independent Director, Chair Kelvin Dushnisky served as Chief Executive Officer and a Director of AngloGold Ashanti Limited from 2018 to 2020. There he led the execution of the organization’s strategic priorities and oversaw a global portfolio of mining operations and projects in Afr
Slide 42: Clive Johnson
Clive Johnson has served as a Director and the President of B2Gold since December 2006 and Chief Executive Officer (“ CEO ”) since March 2007. Mr. Johnson oversees the long-term strategy and development as well as the day-to-day activities of B2Gold. Previously, Mr. Johnson was founder of Bema Gold
Slide 43: OVERVIEW NOTICE AND ACCESS CORPORATE GOVERNANCE EXECUTIVE COMPENSATION
OVERVIEW NOTICE AND ACCESS CORPORATE GOVERNANCE EXECUTIVE COMPENSATION
Slide 44: Greg Barnes
Greg Barnes has more than 30 years of experience in the global mining industry, providing industry-leading equity research on multiple M&A transactions and mining development projects. Most recently, Mr. Barnes served as Managing Director, Head of Mining Equity Research for TD Securities, joining th
Slide 45: Kevin Bullock
KEVIN BULLOCK Independent Director Ontario Canada Director Since: 2013 Tenure: 11 Years Other Public Directorships: • NexGold Mining Corp. (formerly Signal Gold Inc.) Kevin Bullock is a registered Professional Mining Engineer in the province of Ontario. Mr. Bullock was Volta Resources Inc.’s (“ Volt
Slide 46: Liane Kelly
LIANE KELLY Independent Director Ontario Canada Director Since: 2020 Tenure: 5 Years Other Public Directorships: • Amaroq Minerals Ltd. (formerly, AEX Gold Inc.) Liane Kelly is a CSR professional with extensive experience in environment, social and governance (“ ESG ”) oversight. Her expertise focus
Slide 47: Jerry Korpan
JERRY KORPAN Independent Director London, England Director Since: 2007 Tenure: 17 Years Other Public Directorships: • None Jerry Korpan has a Bachelor of Arts from the University of Alberta and a graduate degree from the University of Portland. Mr. Korpan completed financial executive education cour
Slide 48: OVERVIEW NOTICE AND ACCESS CORPORATE GOVERNANCE EXECUTIVE COMPENSATION
OVERVIEW NOTICE AND ACCESS CORPORATE GOVERNANCE EXECUTIVE COMPENSATION
Slide 49: Thabile Makgala
Thabile Makgala is the Vice President HSESC at Rio Tinto Minerals. Prior she was the Mining Executive with Impala Platinum Holdings Limited (“ Implats ”) from 2018— 2023, and the Head of Technical Services with Gold Fields Limited. From 2010 to 2015 she was with AngloGold Ashanti as a Business Proce
Slide 50: DCS (Basie) Maree
DCS (Basie) Maree has more than 40 years of experience in the global mining industry, ranging from Chief Operating Officer, Chief Technical Officer, Mine General Manager (underground and open pit), and other senior operating and project leadership roles. Most recently, Mr. Maree was Chief Operating
Slide 51: Lisa Pankratz
LISA PANKRATZ Independent Director British Columbia, Canada Director Since: 2023 Tenure: 2 Years Other Public Directorships: • None Lisa Pankratz has over 30 years of experience in the investment industry and capital markets in both executive and advisory capacities, working with multinational and i
Slide 52: Robin Weisman
ROBIN WISEMAN Independent Director Virginia, USA Director Since: 2017 Tenure: 7 Years Other Public Directorships: • None Robin Weisman joined B2Gold as a continuation of her deep experience in resource sector finance, immediately following her well-respected career at International Finance Corporati
Slide 53: OVERVIEW NOTICE AND ACCESS CORPORATE GOVERNANCE EXECUTIVE COMPENSATION
OVERVIEW NOTICE AND ACCESS CORPORATE GOVERNANCE EXECUTIVE COMPENSATION
Slide 54: Cease Trade Orders, Bankruptcies, Penalties or Sanctions
Cease Trade Orders, Bankruptcies, Penalties or Sanctions Cease Trade Orders Director Has any Director Nominee, as at the date of this Information Circular, or within ten years before the date of this Information Circular, been a Director, Chief Executive Officer or Chief Financial Officer of any com
Slide 55: OVERVIEW NOTICE AND ACCESS CORPORATE GOVERNANCE EXECUTIVE COMPENSATION
OVERVIEW NOTICE AND ACCESS CORPORATE GOVERNANCE EXECUTIVE COMPENSATION
Slide 56: Director Skills and Experience
Director Skills and Experience The Board of Directors and the Governance Committee review the experience, qualifications and skills of our Directors each year to ensure that the composition of the Board of Directors and committees and the competencies and skills of the members are in line with the e
Slide 57: Board Skill Matrix, Profile and Committee Membership
BOARD SKILL MATRIX, PROFILE AND COMMITTEE MEMBERSHIP Board Skill Matrix, Profile and Committee Membership
Slide 58: B2GOLD
B2GOLD 2025 Management Information Circular Table of Contents
Slide 59: Nomination of Directors
Nomination of Directors The Governance Committee is responsible for identifying and recommending to the Board of Directors potential candidates to fill Board vacancies in alignment with the Company’s succession planning activities and diversity objectives (see “ Diversity ” and “ Board Renewal ” bel
Slide 60: Code of conduct and conflict of interest policy
To ensure proper awareness about the requirements of the Code and promote compliance, the Company has developed an annual disclosure and attestation program pursuant to which employees of the Company will sign a document certifying to comply with the Code. Directors of the Company sign this document
Slide 61: Audit Committee
The Audit Committee of the Company is currently comprised of Lisa Pankratz (Chair), Kevin Bullock, Robin Weisman, Jerry Korpan and Gregory Barnes. If all of the Director Nominees are elected, the proposed composition for the Audit Committee will be Lisa Pankratz (Chair), Gregory Barnes, Kevin Bulloc
Slide 62: Compensation Committee responsibilities
The Compensation Committee is responsible for determining the compensation of Executive Officers within the terms of the framework or broad policy determined and agreed with the Board for that purpose. The Compensation Committee makes recommendations to the Board on individual officer compensation.
Slide 63: Compensation Committee composition
Effective January 1, 2025, the Compensation Committee is comprised of Kelvin Dushnisky (Chair), Liane Kelly, and Gregory Barnes, each of whom is an Independent Director within the meaning of all applicable Canadian and U.S. securities laws and regulations, including the rules of the TSX and NYSE Ame
Slide 64: Sustainability Committee
SUSTAINABILITY COMMITTEE
Slide 65: Sustainability Committee mandate
The Board of Directors has appointed the Sustainability Committee (formerly, the Health, Safety, Environment, Social and Security Committee) (the “ Sustainability Committee ”) to ensure that the Company implements the standards necessary for: (i) Effective occupational health and safety measures for
Slide 66: Slide 66
Slide 67: Director Compensation and Share Ownership
B2GOLD 2025 Management Information Circular Table of Contents Corporate Governance Director Compensation and Share Ownership Our Independent Director compensation is designed to attract and retain high caliber Board members with a broad range of relevant skills and knowledge and the ability to carry
Slide 68: Share Ownership Guidelines
SHARE OWNERSHIP GUIDELINES As described in this Information Circular under “Executive Compensation – Corporate Governance – Share Ownership Guidelines”, on May 8, 2019, the Board approved and implemented the Share Ownership Guidelines to ensure the interests of Directors and senior executives of the
Slide 69: B2GOLD
B2GOLD 2025 Management Information Circular Table of Contents
Slide 70: Outstanding Option-Based and Share-Based Awards
OUTSTANDING OPTION-BASED AND SHARE-BASED AWARDS The table below sets out, for each current Independent Director of the Company, the share-based awards (comprised of DSUs granted under the DSU Plan and RPUs granted under the RPU Plan) outstanding as at December 31, 2024. As a Named Executive Officer,
Slide 71: Share-Based Awards: Value Vested or Earned
B2GOLD 2025 Management Information Circular Table of Contents Corporate Governance SHARE-BASED AWARDS–VALUE VESTED OR EARNED DURING THE YEAR The table below sets forth, for each current Independent Director of the Company, the value of all share-based awards vested during the year ended December 31,
Slide 72: Executive Compensation: Named Executive Officers
EXECUTIVE COMPENSATION Named Executive Officers Set out below are particulars of compensation paid to the Company’s Named Executive Officers (each, a “ Named Executive Officer ” or “ NEO ”). As at December 31, 2024, the Company’s five Named Executive Officers are: • Clive Johnson, President and CEO.
Slide 73: Compensation Governance
Compensation Governance OVERSIGHT OF COMPENSATION PROGRAM–THE COMPENSATION COMMITTEE The Compensation Committee is responsible for ensuring that the Company has in place an appropriate plan for executive compensation and for making recommendations to the Board of Directors with respect to the compen
Slide 74: Discretion over annual incentive outcomes
to exercise both positive and negative discretion over the annual incentive outcomes when circumstances warrant, as the Committee did for 2023 when it reduced the annual incentive score for 2023 performance from a 128% of target achievement score to a 100% payout to reflect the decline in value that
Slide 75: Clive Johnson: 2024 Achievements
Clive Johnson has served as a Founding Director and the President of B2Gold since December 2006 and Chief Executive Officer since March 2007. Mr. Johnson oversees our long-term strategy and development and leads Executive team. Previously, Mr. Johnson was founder of Bema Gold and its predecessor com
Slide 76: Michael Cinnamond: 2024 Achievements
Michael Cinnamond has served as our Senior Vice President of Finance and Chief Financial Officer since April 1, 2014. Mr. Cinnamond oversees the financial reporting, cash management and tax planning of B2Gold, as well as financial compliance and reporting to the regulatory authorities. Prior to join
Slide 77: OVERVIEW NOTICE AND ACCESS CORPORATE GOVERNANCE EXECUTIVE COMPENSATION
OVERVIEW NOTICE AND ACCESS CORPORATE GOVERNANCE EXECUTIVE COMPENSATION
Slide 78: William Lytle
William Lytle has served as our Senior Vice President & Chief Operating Officer since December 10, 2021. Mr. Lytle manages all mining and engineering operational activities from acquisitions through closure, and coordinates engineering teams for due diligence, acquisitions, engineering, construction
Slide 79: Executive Compensation
B2GOLD 2025 Management Information Circular Table of Contents Executive Compensation
Slide 80: Randall Chatwin
Randall Chatwin has more than 15 years’ experience in the mining industry and joined B2Gold from Goldcorp Inc. where he most recently served as Vice President, Assistant General Counsel from May 2015 to May 2019. Mr. Chatwin was instrumental in the execution of Goldcorp’s US$12.5 billion merger with
Slide 81: B2GOLD
B2GOLD 2025 Management Information Circular Table of Contents
Slide 82: OVERVIEW NOTICE AND ACCESS CORPORATE GOVERNANCE EXECUTIVE COMPENSATION
OVERVIEW NOTICE AND ACCESS CORPORATE GOVERNANCE EXECUTIVE COMPENSATION
Slide 83: Victor King
Victor King has more than 30 years of senior management experience in exploration, development and production in the gold mining industry. Mr. King joined B2Gold at the end of 2013 following the acquisition of TSE-listed Volta Resources, where he was Chief Operating Officer from 2006 to 2013. His in
Slide 84: Executive Ownership Requirement
Each individual is expected to meet the applicable Executive Ownership Requirement no later than five years after they commence their employment as a CEO, CFO, Senior Vice President or other NEO. In the event of an increase in an individual’s annual salary following such five-year period, he or she
Slide 85: B2GOLD
B2GOLD 2025 Management Information Circular Table of Contents
Slide 86: 2025 Compensation Peer Group
In order to assist the Compensation Committee with its decisions surrounding executive and Director compensation for 2024 and into the 2025 fiscal year, Lane Caputo developed the following list of mining companies to serve as the Compensation Peer Group: 2025 Compensation Peer Group Agnico Eagle Min
Slide 87: Determination of Compensation
DETERMINATION OF COMPENSATION In making compensation recommendations, the Compensation Committee reviews the various elements of executive’s compensation in the context of the total compensation package and the desired mix of “at-risk” versus fixed elements of compensation as per the Company’s compe
Slide 88: B2GOLD
B2GOLD 2025 Management Information Circular Table of Contents
Slide 89: Determination of salary and incentives
Determination • Salaries are based on relevant marketplace information, experience, individual performance and level of responsibility. • Actual salary levels are set in relation to the Company’s compensation philosophy and relative to the emphasis on other compensation program elements. • The Compa
Slide 90: Pension, Benefits and Perquisites
B2GOLD 2025 Management Information Circular Table of Contents Executive Compensation PENSION, BENEFITS AND PERQUISITES The Company does not currently have a pension plan or post-employment compensation and benefits in place for any of its employees. In 2022, the Company introduced a registered retir
Slide 91: Pay mix: fixed pay, PSUs, RSUs
FIXED PAY 18% PSUs 34% RSUs 34%
Slide 92: B2GOLD
B2GOLD 2025 Management Information Circular Table of Contents
Slide 93: 2024 Compensation Details
2024 Compensation Details BASE SALARIES In 2024, NEO salaries remained unchanged from 2023, except for Mr. Randall Chatwin who received a $25,000 merit-based increase for the year. SHORT-TERM INCENTIVE AWARD DETERMINATION STI target for 2024 performance for the NEOs were as follows: Name 2024 Annual
Slide 94: 2024 STI Scorecard
B2GOLD 2025 Management Information Circular Table of Contents Executive Compensation 2024 STI Scorecard In early 2024, corporate objectives were selected to reflect the Company’s top priorities for success during the year. In February 2025, after 2024 financial and operating results were finalized,
Slide 95: 2024 STI scorecard objectives and results
Category & Performance Range Score % Weighting Objective Threshold Target Stretch Actual Result Operational (30%) Gold Production (ounces) (1) 860,000 900,000 940,000 804,778 oz (Below Threshold) Cash Operating Costs per gold ounce (produced) (2) US$895 US$865 US$835 US$889 (Between Target and Thres
Slide 96: Annual incentive payments and 2024 PSU awards
Evaluating 2024 corporate performance, the Compensation Committee considered the performance-related results achieved by the Company in 2024 and assessed an achievement score of 66% of target. The Compensation Committee recommended the following annual incentive payments for 2024, which the Board su
Slide 97: B2GOLD
B2GOLD 2025 Management Information Circular Table of Contents
Slide 98: Performance Graph
Performance Graph The following graph compares the cumulative total Shareholder return for $100 invested in Common Shares on January 1, 2020 with the cumulative total return of the S&P/TSX Composite Index and the S&P/TSX Global Gold Index for the five most recently completed fiscal years. The graph
Slide 99: Alignment of executive compensation with shareholder experience
Initial Investment (Dec 31, 2019) $ $ $ $ $ $ S&P/TSX Composite Total Return Index S&P/TSX Global Gold Index B2Gold Total Shareholder Return NEO Total Reported Compensation (1) Note: (1) Total Reported Compensation excludes the value of the retention awards made to Messrs. Cinnamond and Lytle in 201
Slide 100: Vesting of PSU awards
As at the Record Date: • PSU Awards in respect of 2020 vested at 59%. • PSU Awards in respect of 2021 vested at Nil. • PSU Awards in respect of 2022 are tracking at 50% (Nil of RTSR vesting, 100% of Goose commissioning vesting). • PSU Awards in respect of 2023 and 2024 are shown at grant value. • Mo
Slide 101: Summary Compensation Table
Clive Johnson Director, President and CEO 2024 1,300,000 3,500,000 Nil 643,500 N/A 303,652 5,747,152 Summary Compensation Table The following table is a summary of compensation earned by the Named Executive Officers for the Company’s three most recently completed financial years. Non-Equity Incentiv
Slide 102: B2GOLD
B2GOLD 2025 Management Information Circular Table of Contents
Slide 103: Incentive Plan Awards (NEOs)
Incentive Plan Awards (NEOs) In addition to STIs, the Named Executive Officers are eligible for grants of RSUs and PSUs. Prior to 2022, NEOs were awarded Options. A summary of the material provisions of each plan is included in Schedule “A” to this Information Circular. OUTSTANDING OPTION-BASED AND
Slide 104: B2GOLD
B2GOLD 2025 Management Information Circular Table of Contents
Slide 105: Deferred Compensation Plans; Termination and Change of Control Benefits
Deferred Compensation Plans The Company does not have a deferred compensation plan in respect of its Named Executive Officers. Termination and Change of Control Benefits Pursuant to the employment agreements entered into between the Company and each NEO, the NEOs are entitled to compensation from th
Slide 106: Change of control provisions
The NEO is also entitled to payment of an amount equal to two times the average of annual short-term incentive bonus compensation awarded to the employee in each of the three years immediately prior to the termination date. Annual short-term incentive bonus compensation includes cash bonus awards (o
Slide 107: B2GOLD
B2GOLD 2025 Management Information Circular Table of Contents
Slide 108: Termination of Employment Following Change of Control
Termination of Employment Following Change of Control Name Salary (1) ($) All Other Compensation (2) ($) Total ($) Clive Johnson 2,600,000 8,375,488 10,975,488 Michael Cinnamond 1,300,000 3,628,606 4,928,606 William Lytle 1,300,000 3,655,190 4,955,190 Randall Chatwin 1,250,000 3,304,774 4,554,774 Vi
Slide 109: Securities Authorized for Issuance Under Equity Compensation Plans
B2GOLD 2025 Management Information Circular Table of Contents Securities Authorized for Issuance Under Equity Compensation Plans Equity Compensation Plan Information and Burn Rate Information The following table provides certain information regarding compensation plans under which securities of the
Slide 110: Annual burn rate of security based compensation
The following table sets out the annual burn rate percentages in respect of equity securities under the Company’s Stock Option Plan, the RSU Plan and the PSU Plan for the fiscal years ended 2024, 2023, and 2022 calculated in accordance with the TSX Company Manual: Annual Burn Rate Security Based Com
Slide 111: Interest of Certain Persons in Matters to be Acted Upon
Interest of Certain Persons in Matters to be Acted Upon No person who has been a Director or Executive Officer of the Company at any time since the beginning of the Company’s most recently completed financial year, no Director Nominee and no associate or affiliate of any of the foregoing has any mat
Slide 112: Schedule A: Description of B2Gold's Equity Compensation Plans
SCHEDULE “A” Description of B2Gold’s Equity Compensation Plans Restricted Share Unit Plan The Company adopted the RSU Plan for the benefit of certain Executive Officers and employees of the Company or of certain related entities of the Company, as well as certain persons designated by the Company wh
Slide 113: RSU Plan amendments
• Without limiting the generality of the foregoing, the Board may approve amendments relating to the RSU Plan, without obtaining Shareholder approval, to the extent that such amendment; • is of a typographical, grammatical, clerical or administrative nature or is required to comply with applicable r
Slide 114: Schedule A: PSU Plan
B2GOLD 2025 Management Information Circular Table of Contents Schedule “A” • The number of PSUs granted to a Designated Participant will be credited to such Designated Participant’s account effective on the grant date. Further, whenever a dividend is paid on the Common Shares of the Company, the Com
Slide 115: PSU termination provisions
• In the event that a Designated Participant dies, retires, becomes disabled, resigns for Good Reason (as defined in the PSU Plan) or is terminated without cause prior to the vesting of the PSUs, all of the PSUs (and any dividend equivalent PSUs in respect of such PSUs) held by the Designated Partic
Slide 116: Transferability
TRANSFERABILITY • Any rights with respect to PSUs will not be transferable or assignable other than for normal estate settlement purposes; provided, however, a Designated Participant may transfer or assign PSUs to a permitted assign of such Designated Participant subject to the provisions of the PSU
Slide 117: PSU change of control performance percentage
The Compensation Committee shall determine, in its sole discretion, the Performance Percentage to be applied to the vested PSUs based on factors determined by the Compensation Committee, including the objective measure of performance toward achievement of the Performance Measures and such other fact
Slide 118: Stock Option Plan
Stock Option Plan The purpose of the Stock Option Plan is to provide eligible persons with an opportunity to purchase Common Shares and to benefit from the appreciation in the value of such Common Shares. The Stock Option Plan increases the Company’s ability to attract individuals of exceptional ski
Slide 119: Option Plan amendments
• The Board may amend or revise the terms of the Option Plans or of any Option granted under the Stock Option Plan and/or the option agreement relating thereto at any time without the consent of the optionees, provided that such amendment shall: (i) Not adversely alter or impair any Option previousl
Slide 120: Adjustment under the Stock Option Plan
ADJUSTMENT UNDER THE STOCK OPTION PLAN • The exercise price for and the number of Common Shares which are subject to an Option will be adjusted, with respect to the then unexercised portion thereof, by the Board from time to time in the event of dividends paid in Common Shares (other than dividends
Slide 121: RPU change of control; Sabina Share Compensation Plan
• If a Designated Participant has terminated service prior to the vesting date of any RPUs, such RPUs shall continue and shall vest after the separation date on the scheduled Designated Vesting Dates. • In the event of a Change of Control (as defined in the RPU Plan), all unvested RPUs shall immedia
Slide 122: Schedule A: Sabina Replacement Options
B2GOLD 2025 Management Information Circular Table of Contents Schedule “A” A participant may elect a “cashless” exercise if the Common Shares issuable on exercise of a Sabina Replacement Option are to be immediately sold. A holder of a Sabina Replacement Option has the right (the “ Share Appreciatio
Slide 123: Vesting Provisions
VESTING PROVISIONS Unless otherwise specified, Sabina Replacement Options will vest as to one-third of the number of such Sabina Replacement Options, on each of the original date of grant by Sabina, and the first and second anniversaries of the original date of grant by Sabina, or, in respect of Sab
Slide 124: Sabina option exercise after termination
bequest or inheritance, and such Option will expire on the earlier of (a) 12 months after the Termination Date and (b) the original expiry date of such Option. (b) Any portion of the Sabina Replacement Option that is unvested as of the Termination Date shall continue to vest in accordance with the v
Slide 125: Plan amendments
(b) any such amendment will be subject to Shareholder approval, with the exception of the following Amendments: (i) Amendments of a clerical nature, including, but not limited to, the correction of grammatical or typographical errors or clarification of terms. (ii) Amendments that are necessary for
Slide 126: Schedule B: Cautionary Note Regarding Forward-Looking Information
SCHEDULE “B” Cautionary Note Regarding Forward-Looking Information This Information Circular includes certain “forward-looking information” and “forward-looking statements” (collectively “ forward-looking statements ”) within the meaning of applicable Canadian and United States securities legislatio
Slide 127: Table of Contents
Table of Contents
Slide 128: Your Vote Matters
YOUR VOTE MATTERS. FOR SPECIFIC INQUIRIES ABOUT THE MEETING PLEASE CONTACT LAUREL HILL: North America Toll Free: 1-877-452-7184 Outside North America: 416-304-0211 Email: assistance@laurelhill.com For general inquiries about our Company, please contact our corporate office: B2Gold Corp. Suite 3400 —