Business
B2Gold : 2026 Notice of Annual General Meeting
B2Gold : 2026 Notice of Annual General

About this update from B2gold Corp.
Notice-and-Access Notification You are receiving this notification as B2Gold Corp. ("B2Gold" or the "Company") has elected to utilize the notice-and-access provisions adopted by the Canadian Securities Administrators ("Notice-and-Access") for delivery of its management information circular dated April 13, 2026 (the "Information Circular") and related proxy materials (collectively, the "Meeting Materials") to its shareholders (the "Shareholders"). Under Notice-and-Access, Shareholders are still entitled to receive a form of proxy (or voting instruction form). However, instead of receiving paper copies of the Information Circular, Shareholders receive this notice which contains information about how to access and review an electronic copy of the Information Circular and instructions on voting by proxy. Notice-and-Access expedites our Shareholders' receipt of the Meeting Materials, lowers printing and distribution costs, and reduces the environmental impact of our 2026 Annual General and Special Meeting of Shareholders (the "Meeting"). B2Gold will not utilize Notice-and-Access with respect to the mailing of the Meeting Materials to Shareholders who have standing instructions, or have otherwise requested, to receive paper copies of materials. Rather, such Shareholders will receive paper copies of the Meeting Materials. You are invited to our 2025 Meeting: When: June 4, 2026 2:00 p.m. Pacific Daylight Time (PDT) Items of Business Receive and consider the audited annual consolidated financial statements for 2025 Where: In person at Pacific Ballroom, Fairmont Hotel Vancouver, 900 West Georgia Street, Vancouver, British Columbia Section of Information Circular Not applicable Elect the directors "Election of Directors" see Page 22. Appoint the auditors and authorize the directors "Appointment of Auditor" see Page 23. to fix the auditors' fees To approve as an ordinary resolution, the "Approve an increase to the Restricted Share Unit Plan" see number of Common Shares issuable under the Page 24. Company's Restricted Share Unit Plan be increased from 30,000,000 to 40,000,000 Common Shares pursuant to the Amended RSU Plan Advisory Vote on Executive Compensation "Advisory Vote on Executive Compensation" see Page 25. Particulars of the matters to be brought before the Meeting are set forth in the Information Circular. Shareholders are reminded to review the Information Circular carefully and in full prior to voting in relation to the matters to be conducted at the Meeting. Websites Where Meeting Materials are Posted Meeting Materials can be viewed online under the Company's profile on SEDAR+ at https://www.sedarplus.ca/ , on EDGAR at https://www.sec.gov/ or on the Company's website at https://www.b2gold.com/. DOC?OLD Requests for Paper Copies by Shareholders Beneficial Shareholders may request paper copies of the Meeting Materials to be sent to them by postal delivery, at no cost to them, by entering the control number located on your voting instruction form at the website https://www.proxyvote.com or by telephone at 1-877-907-7643 (toll free in North America) or 1-905-507-5450 (outside North America). Registered shareholders or shareholders without a 16-digit control number can call toll free at 1-844-916-0609 (English) or 1-844-973-0593 (French) within North America or 1-303-562-9305 (English) or 1-303-562-9306 (French) if dialing from outside North America. Registered Shareholders may also request paper copies of the Meeting Materials by calling B2Gold, Investor Relations Department toll-free at 1-800-316-8855. The proxy deposit date and time for Shareholders is 2:00 p.m. PDT on June 2, 2026. If your request is made before the date of the Meeting, the Information Circular will be sent to you within three business days of your request. If the request is made on or after the date of the Meeting, the Information Circular will be sent to you within ten calendar days of your request. In order to allow reasonable time for a Shareholder to receive and review a paper copy of the Meeting Materials in advance of the proxy deposit date and time, we estimate that any Shareholder wishing to request a paper copy of the Meeting Materials should submit such request in accordance with the instructions set forth above prior to close of business on May 25, 2026. Requests may be made up to one year from the date the Information Circular was filed on SEDAR. Questions If you have questions regarding Notice-and-Access, contact our proxy solicitation agent, Laurel Hill Advisory Group at 1-877-452- 7184 (toll free in North America) or 416-304-0211 (outside North America). Send in your voting instructions right away! REGISTERED SHAREHOLDERS BENEFICIAL SHAREHOLDERS Voting by Proxy: Your completed proxy must be received by Computershare by 2:00 pm PDT on June 2, 2026 for your vote to count. Follow the instructions on the proxy or by way of: Your completed voting instruction form must be received by Broadridge using one of the following methods by 2:00 pm PDT on June 2, 2026 for your vote to count: Fax: 1-866-249-7775 Canada United States Mail: Internet Computershare Investor Services Inc. 320 Bay Street, 14th Floor Toronto, ON MSH 4A6 To vote by internet, visit https://www.proxyvote.com . You will need your 16-digit control number located on the voting instruction form. Telephone: Telephone: 1-800-474-7493 (English) 1-800-454-8683 1-800-474-7501 (French) Mail (Business reply Enveloped enclosed) Data Processing Centre Proxy Service PO Box 3700 PO Box 9104 Stn Industrial Park Farmingdale Markham, ON L3R 9Z9 New York 11735-9533 0260