IAMGOLD: 2026 Notice of Annual Meeting and Management Information Circular

In Connection with the Annual General Meeting of Shareholders to be Held on May 5, 2026.

This summary highlights information contained elsewhere in this Circular. It does not contain all of the information that you should consider. Please read the entire Circular carefully before voting. Defined terms used in this summary have the meanings ascribed thereto in the Circular.

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Shareholders can write to the Board through the Corporate Secretary at: [email protected].

‌INVESTOR RELATIONS

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You are entitled to vote at the Meeting if you were a holder of the Corporation's Common Shares at the close of business on March 20, 2026.

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To ensure that your vote is counted, please vote by

2:30 p.m. (ET) on May 1, 2026.

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Open dialogue with Shareholders is a key priority for the Board and Shareholders are encouraged to provide feedback. To this end, the Board has adopted a formal Shareholder engagement policy which reinforces the commitment to regular and constructive communication and engagement with Shareholders and speaks to how this commitment is fulfilled and executive management and the Board may be contacted about perspectives or concerns. The policy is available at: https://www.iamgold.com/English/ corporate/corporate-governance/default.aspx.

The Investor Relations group is responsible for maintaining communications with the investing public. Investor Relations staff are available to Shareholders by email at: [email protected].

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Quarterly earnings calls with analysts are broadcast live and are archived on the Investor Relations website at: https://www.iamgold.com/English/investors/ events/events-and-webcasts/ default.aspx

‌MANAGEMENT

The President and Chief Executive Officer and Chief Financial Officer and other members of the Corporation's executive leadership team (the "ELT") meet regularly with financial analysts and institutional investors.

The President and CEO and CFO and other members of the ELT regularly attend and speak at industry events. A list of upcoming and past events can be found on the Corporation's website at: https://www.iamgold.com/English/investors/events/ events- and-webcasts/default.aspx.

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Your vote is important. To ensure that your Common Shares will be represented and voted at the Meeting, please submit your vote as soon as possible by one of the following methods:

Internet

You will need to have your proxy form or Voting Instruction Form in hand. Go to the website listed on the form that you received and follow the instructions on the screen.

Telephone

You will need to have your proxy form or Voting Instruction Form in hand. Dial the phone number listed on the form that you received and follow the voting prompts.

Mail

Complete your proxy form or Voting Instruction Form and return using the enclosed postage-paid envelope.

Virtual-Only Meeting

You must complete the steps described under the heading "General Proxy Information - Attending and Participating at the Meeting" to attend and vote at the Meeting, which will be conducted via live audio webcast at: https://meetnow.global/M926LRS

Accessing the Meeting

Registered Shareholders must use the 15-digit Control Number located on the form of proxy. Duly appointed proxyholders must use the 4-character Invite Code provided by Computershare Trust Company of Canada.

VOTING RECOMMENDATIONS AND BOARD OF DIRECTORS 1

INVESTOR RELATIONS 1

RECORD DATE 1

VOTE DEADLINE 1

SHAREHOLDER ENGAGEMENT 1

LIVE BROADCASTS 1

MANAGEMENT 1

HOW YOU CAN VOTE 2

TABLE OF CONTENTS 3

GLOSSARY OF TERMS AND ACRONYMS 9

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS 11

NOTICE-AND-ACCESS 11

VIRTUAL-ONLY MEETING FORMAT 11

ATTENDANCE AND VOTING 11

GENERAL PROXY INFORMATION 13

DELIVERY OF PROXY MATERIALS 13

SOLICITATION OF PROXIES 13

INFORMATION FOR REGISTERED SHAREHOLDERS 14

INFORMATION FOR NON-REGISTERED SHAREHOLDERS 14

SPECIAL PROCEDURES FOR THE VIRTUAL-ONLY MEETING 16

REVOCATION OF PROXIES 18

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF 19

DESCRIPTION OF SHARE CAPITAL AND QUORUM 19

RECORD DATE 19

OWNERSHIP OF SECURITIES OF THE CORPORATION 19

CURRENCY 19

BUSINESS OF THE MEETING 20

ELECTION OF DIRECTORS 20

RE-APPOINTMENT OF AUDITOR 21

AMENDMENTS TO THE SHARE INCENTIVE PLAN 22

ADVISORY VOTE ON THE CORPORATION'S APPROACH TO EXECUTIVE COMPENSATION 23

BOARD OF DIRECTORS 25

RENAUD ADAMS 25

CHRISTIANE BERGEVIN 26

L. PETER O'HAGAN 27

KEVIN P. O'KANE 28

DANIEL RACINE 29

DAVID S. SMITH 30

MURRAY P. SUEY 31

ANNE MARIE TOUTANT 32

CEASE TRADE ORDERS AND BANKRUPTCIES 33

STATEMENT OF EXECUTIVE COMPENSATION 34

MESSAGE FROM THE HUMAN RESOURCES AND COMPENSATION COMMITTEE 34

COMPENSATION DISCUSSION AND ANALYSIS 36

COMPENSATION PHILOSOPHY AND GUIDING PRINCIPLES 36

COMPENSATION GOVERNANCE AND RISK MANAGEMENT 41

COMPENSATION PROGRAM OVERSIGHT 43

COMPENSATION DECISIONS RELATED TO 2025 PERFORMANCE 46

SHARE PERFORMANCE GRAPH 56

SUMMARY COMPENSATION TABLE 57

INCENTIVE PLAN AWARDS 58

PENSION PLAN BENEFITS 59

TERMINATION & CHANGE OF CONTROL BENEFITS 60

DIRECTOR COMPENSATION 62

DIRECTORS' COMPENSATION SUMMARY 62

DIRECTOR COMPENSATION TABLE 63

INCENTIVE PLAN AWARDS 63

DIRECTOR SHARE OWNERSHIP GUIDELINE 64

SHARE INCENTIVE PLAN 66

SHARE INCENTIVE PLAN MAXIMUM 66

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS 67

ANNUAL BURN RATE 67

INSIDER LIMITATIONS 67

SHARE PURCHASE PLAN 68

SHARE BONUS PLAN 69

SHARE UNIT PLAN 69

SHARE OPTION PLAN 70

BLACKOUT PERIODS 71

ASSIGNABILITY 71

AMENDING PROVISIONS 71

STATEMENT OF CORPORATE GOVERNANCE PRACTICES 73

KEY GOVERNANCE ATTRIBUTES 73

NOMINATION OF DIRECTORS 75

BOARD SKILLS 76

DIVERSITY, INCLUSION AND TENURE 78

BOARD PERFORMANCE ASSESSMENT 81

TERM LIMITS 81

INDEPENDENCE AND IN CAMERA SESSIONS 81

MEETING FREQUENCY, TIME COMMITMENT, ATTENDANCE AND INTERLOCKS 82

BOARD ROLES AND RESPONSIBILITIES 83

POSITION DESCRIPTIONS 89

DIRECTOR ORIENTATION AND CONTINUING EDUCATION 89

STATUTORY MAJORITY VOTING 90

ADVANCE NOTICE OF DIRECTOR NOMINATIONS 90

CODE OF BUSINESS CONDUCT AND ETHICS 91

ENVIRONMENTAL, SOCIAL AND CORPORATE GOVERNANCE 91

CYBERSECURITY OVERSIGHT 94

IDENTIFICATION OF RELATED PARTY TRANSACTIONS 94

SHAREHOLDER ENGAGEMENT 95

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS 95

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS 95

ADDITIONAL INFORMATION 95

SHAREHOLDER PROPOSALS 96

IAMGOLD BOARD APPROVAL 96

APPENDIX "A" - BOARD OF DIRECTORS MANDATE 97

BOARD OF DIRECTORS MANDATE 97

APPENDIX "B" - AMENDED SHARE INCENTIVE PLAN 103

APPENDIX "C" - 2025 VOTING RESULTS 119

Dear Shareholders,

On behalf of the Board of Directors (the "Board") of IAMGOLD Corporation ("IAMGOLD" or the "Corporation"), I am pleased to present this Management Information Circular ("Circular") in connection with our annual general meeting of shareholders ("AGM") on Tuesday, May 5, 2026, at 2:30 p.m. (ET). This Circular outlines the matters on which you will be asked to vote and provides important information regarding the Corporation's governance practices, Board oversight and approach to executive compensation. We encourage you to review the materials carefully and to exercise your right to vote. The AGM will be held in virtual format, conducted via live audio webcast, which allows for convenient access for shareholders to participate in voting and ask questions pertaining to

the matters of the meeting in real time through the virtual meeting platform. The accompanying notice and Circular provides further details on how to participate in the meeting and provides contact information for myself, my fellow directors and the Corporation should you have further questions.

2025 in Review: A Year of Delivery and Momentum

2025 was a defining year as IAMGOLD continued to position itself as a leading, modern, mid-tier gold producer. Building on the commencement of production at Côté Gold in 2024, 2025 was defined by many achievements including: realizing nameplate production at Côté Gold with an emphasis on sustainable performance and reliability, maintaining steady contributions from Essakane and Westwood driving strong cash flow generation, and improving the capital structure through significant debt repayment and the commencement of returns to shareholders.

The Board's oversight during 2025 remained focused on the fundamentals that drive long-term value in our sector: safe and stable operations, cost and capital discipline, balance sheet strength, and principled governance. We believe the Corporation made meaningful progress in strengthening its operating foundation and accountability, positioning IAMGOLD for sustainable long term value creation.

Portfolio Strength and Strategic Focus

IAMGOLD's strategy is anchored in high-quality assets with long mine life and organic growth potential. The Corporation's operating base includes Côté Gold and Westwood in Canada and Essakane in Burkina Faso, with Côté Gold positioned as a cornerstone, long-life asset. At the end of the year, the Corporation further grew its organic growth pipeline with the consolidation of the Nelligan Mining Complex in Quebec, establishing it as among the largest pre-production projects in Canada.

In 2025, IAMGOLD achieved attributable gold production of approximately 765,900 ounces, meeting the midpoint of guidance and a 15% improvement year over year. This performance was driven by a strong second half with operations delivering record quarterly production in the fourth quarter, as Cote Gold completed its first full year of production, supported by stable operations and improved grades at Essakane and Westwood.

Côté Gold remains central to IAMGOLD's long-term value proposition. Operationally, management remains focused on stable, sustainable operations and cost improvements through continuous improvements in reliability, operational workflows and maintenance planning. Longer term, the Corporation remains on track to announce the updated Côté Gold mine plan in the fourth quarter of this year, outlining a meaningfully larger and more robust operation. This update is anticipated to reflect higher throughput rates and a significantly expanded reserve base through the integration of the Côté and Gosselin zones into a unified mine plan. With a large mineral endowment, demonstrated operating capability, and significant growth potential, Côté Gold is well positioned to underpin IAMGOLD's production profile for years to come.

The combination of Côté Gold, Westwood, Essakane and the Nelligan Mining Complex provide important operating leverage and diversification. The Board continues to view portfolio balance as a key strategic advantage, providing resilience through cycles and flexibility in capital allocation decisions.

Financial Performance and Capital Discipline

IAMGOLD's improved operating performance in 2025 coupled with record gold prices translated into record revenues and materially stronger cash flows. This was further improved by the close out of the legacy gold prepay obligations mid-year, and the establishment of a framework at Essakane that allows for regular cash dividends. The positive cashflow inflection allowed for IAMGOLD to fast track its strategy to unwind the financial leverage that was put in place to complete the construction of Côté, and facilitated returning capital to shareholders through the newly instituted share buyback program.

As Côté Gold continues to improve, IAMGOLD's cash generating capacity is expected to continue to increase assuming consensus gold prices. The Board remains committed to a prudent capital allocation framework, balancing reinvestment in the business, financial strength and longer-term opportunities to enhance shareholder returns.

Safety, Sustainability and Responsible Mining

The safety of our people and the communities in which we operate remains fundamental to IAMGOLD's success. In 2025, management continued to strengthen health and safety systems, reinforce critical controls and advance a culture of accountability across the organization. The Board receives regular, detailed reporting on safety performance and continues to challenge management to drive continuous improvement.

Responsible mining is integral to IAMGOLD's long term value proposition. During the year, the Corporation advanced its environmental, social and governance ("ESG") priorities, including environmental stewardship, community and Indigenous engagement, workforce development and ethical conduct. These efforts are detailed in IAMGOLD's Sustainability disclosures and reflect our commitment to transparency and responsible resource development.

Governance and Board Effectiveness

Strong governance underpins IAMGOLD's ability to execute its strategy and manage risk. In 2025, the Board continued to focus on: effective oversight of strategy, risk and performance; Board and committee effectiveness and renewal; Executive and Board succession planning; and enterprise risk management.

This year we have two directors not standing for re-election: Dr. Ann Masse and Ms. Audra Walsh. On behalf of the Board, I would like to thank both Dr. Masse and Ms. Walsh for their years of dedicated service, passion and many contributions to IAMGOLD. We wish them much success in their new pursuits. I am also pleased to report that Mr. Daniel Racine has agreed to stand for election to our Board at this years' AGM. Mr. Racine brings more than 35 years of global mining leadership experience, including senior executive roles at Allied Gold, Yamana Gold, and Agnico Eagle Mines Limited. His strong track record of value creation, corporate strategy and deep technical background as a professional mining engineer make him well suited to serve on the Board. Further details on Mr. Racine's background and qualifications are provided in this Circular.

The Board believes that its composition, skills and experience are well aligned with the Corporation's current stage of development and long-term ambitions. This Circular provides details on our governance framework, committee mandates and Board skills and experience.

Shareholder Engagement and Executive Compensation

Constructive engagement with shareholders remains a priority. During 2025, management and members of the Board engaged with shareholders to better understand perspectives on governance, strategy and executive alignment.

The Board, through the Human Resources and Compensation Committee, oversees IAMGOLD's executive compensation program with a clear objective to align pay with performance, support the execution of strategy, and promote long-term value creation. The Board carefully considers shareholder feedback and remains committed to ensuring our executive engagement program reflects best practices and supports the Corporation's strategic priorities.

Matters for Shareholder Approval

At the AGM, shareholders will be asked to vote on matters customary for a public company, including:

• the election of directors;

• the appointment of auditors;

• amendments to the Share Incentive Plan; and

• an advisory vote on executive compensation.

The Board unanimously recommends that shareholders vote FOR all resolutions, as described in this Circular.

Looking Ahead

As we move forward, the Board's priorities remain clear: maintain safe and reliable operations, oversee the growth and optimization of Côté Gold while ensuring best practices are ingrained in the operation, exercise disciplined capital allocation, and uphold strong governance and responsible mining practices with a continued focus on sustainable long-term value creation for shareholders.

The progress achieved in 2025 provides a strong foundation for the future. On behalf of the Board of Directors, I thank IAMGOLD's employees and contractors for their dedication, our host communities and partners for their collaboration, and our shareholders for their continued trust and support.

We look forward to your participation at the AGM.

Sincerely, David S. Smith

Chair of the Board of Directors

AFC means the Audit and Finance Committee of the Board.

AIF means the annual information form of the Corporation dated February 17, 2026.

Board means the Board of Directors of the Corporation.

CD&A means the Compensation Discussion and Analysis contained in this Circular.

CEO means the Chief Executive Officer of the Corporation.

CFO means the Chief Financial Officer of the Corporation.

CIP means the Cash Incentive Plan of the Corporation.

Circular means this management information circular.

CLSO means the Chief Legal and Strategy Officer of the Corporation.

CLSO Welcome Grant means the one-time Board approved welcome grant of PSUs valued at

$500,000 (61,501 units) at the time of Ms. Torkia

Lagacé's appointment in February 2025.

COO means the Chief Operating Officer of the Corporation.

Code means the Code of Business Conduct and Ethics of the Corporation.

Common Share means a common share in the capital of the Corporation.

Corporation or IAMGOLD means IAMGOLD Corporation.

CPO means Chief People Officer, Human Capital and Communications of the Corporation.

CRM means Critical Risk Management which refers to the Corporation's framework for identifying, assessing, and managing risks that could result in serious injury or fatality, significant environmental harm, material financial loss, or adverse impacts to the Corporation's reputation or license to operate.

CSA means the Canadian Securities Administrators.

DSU means a deferred share unit issued pursuant to the Share Unit Plan (formerly the Deferred Share

Plan).

Designated Groups means women, aboriginal peoples, persons with disabilities, and members of visible minorities all as defined under the Employment Equity Act (Canada).

EBIT means earnings before interest and taxes.

EDGAR means the Electronic Data Gathering, Analysis and Retrieval System of the SEC.

EDI means equity, diversity and inclusion.

EIP means the Equity Incentive Plan of the Corporation.

ELT means the executive leadership team of the Corporation, including the CEO, CFO, CLSO, COO and CPO of the Corporation.

Employment Agreements means the executive employment agreements entered into by the Corporation and each of the NEOs.

ESG means environmental, social and governance.

Executive means a member of the ELT.

GAAP means generally accepted accounting principles.

GHG means greenhouse gas.

HRCC means the Human Resources and Compensation Committee of the Board.

MAC means the Mining Association of Canada.

Meeting means the annual general meeting of Shareholders of the Corporation to be held on May 5, 2026 (including any adjournment or postponement thereof).

NCGC means the Nominating and Corporate Governance Committee of the Board.

NEO or Named Executive Officer has the meaning ascribed to such term in National Instrument 51-102 Continuous Disclosure Obligations.

Non-Registered Shareholder means a Shareholder with Common Shares registered in the name of an intermediary, such as a bank, trust company, securities dealer or broker, trustee or administrator of a self-administered registered retirement savings plan, registered retirement income fund, registered education savings plan or similar plan on behalf of such Shareholder.

Notice Package means the notice of availability of

proxy materials, form of proxy, voting instruction form and AGM user guide.

Notice of Meeting means the notice of the Meeting.

NYSE means the New York Stock Exchange.

Peer Group means the group of companies that are similar in size, scope and complexity and are considered to be competitors for executive talent.

PSU means performance share unit issued pursuant to the Share Unit Plan.

Registered Shareholder means a Shareholder whose name appears on the register of shareholders of the Corporation.

ROIC means return on invested capital.

RSU means restricted share unit issued pursuant to the Share Unit Plan.

SC means the Sustainability Committee of the Board.

SEC means the U.S. Securities and Exchange Commission.

Securities Act means the Securities Act (Ontario), as amended from time to time.

SEDAR+ means the System for Electronic Data Analysis and Retrieval+ of the CSA.

SEDI means the System for Electronic Disclosure by Insiders of the CSA.

Shareholder means a holder of one or more Common Shares.

Share Bonus Plan means the share bonus plan provisions of the omnibus Share Incentive Plan.

Share Incentive Plan means the omnibus share incentive plan of the Corporation, last amended on January 30, 2026, which includes Share Purchase Plan, the Share Option Plan, the Share Bonus Plan, and the Share Unit Plan.

Share Option Plan means the share option plan provisions of the omnibus Share Incentive Plan.

Share Purchase Plan means the share purchase plan provisions of the omnibus Share Incentive Plan.

Share Unit Plan means the share unit plan provisions of the omnibus Share Incentive Plan which include DSUs, PSUs and RSUs.

TC means the Technical Committee of the Board.

TCFD means Task Force on Climate-Related Financial Disclosures.

TRIFR means total recordable injury frequency rate.

TSM means the Towards Sustainable Mining framework of the MAC.

TSR means total shareholder return.

TSX means the Toronto Stock Exchange.

VIF or Voting Instruction Form means a voting instruction form.

WTW means Willis Towers Watson.

NOTICE IS HEREBY GIVEN that an annual general meeting (the "Meeting") of the holders of common shares (each, a "Shareholder") in the capital of IAMGOLD Corporation will be held virtually on Tuesday, May 5, 2026 at 2:30 PM (ET) at https://meetnow.global/M926LRS, subject to any adjournments or postponements thereof, for the following purposes:

• to receive and consider the annual report of management to Shareholders and the annual audited consolidated financial statements of the Corporation for the year ended December 31, 2025, and the report of the auditor thereon;

• to elect directors of the Corporation for the ensuing year;

• to re-appoint KPMG LLP as auditor of the Corporation for the ensuing year and to authorize the directors to fix their remuneration;

• to approve amendments to the Share Incentive Plan;

• to vote, in a non-binding, advisory manner, on the Corporation's approach to executive compensation; and

• to transact such other business as may properly come before the Meeting or any adjournment or postponement thereof.

Particulars of the foregoing matters are set forth in the accompanying management information circular. Only Shareholders of record as at the close of business on March 20, 2026, are entitled to receive notice of, and vote at, the Meeting and any adjournment or postponement thereof.

‌Notice-and-Access

The Corporation is using the notice-and-access procedures permitted under National Instrument 54-101 -Communication with Beneficial Owners of Securities of a Reporting Issuer and National Instrument 51-102 -Continuous Disclosure Obligations, as adopted under applicable Canadian securities laws, to deliver this Notice of Meeting and the related Circular to Shareholders.

Under notice-and-access procedures, Shareholders receive this Notice of Meeting instead of a paper copy of the Circular, and are provided with electronic access to the Circular. The Circular, together with the Corporation's audited consolidated financial statements for the year ended December 31, 2025, are available online at www.sedarplus.ca and on the Corporation's website at www.iamgold.com and on Envision Reports at www.envisionreports.com/HTDQ2026.

Shareholders may request a paper copy of the Circular and related meeting materials, at no cost, by contacting the Corporation or its transfer agent, Computershare Trust Company of Canada, in the manner described in the Circular.

‌Virtual-Only Meeting Format

The Corporation will hold the Meeting in a virtual-only format by way of a live audio webcast, consistent with its practice in recent years. This format is intended to provide Shareholders with enhanced flexibility and equitable access to the Meeting, regardless of geographic location or share ownership, and to facilitate meaningful engagement with the Corporation's directors and management. SHAREHOLDERS WILL NOT BE ABLE TO ATTEND THE MEETING IN PERSON.

‌Attendance and Voting

Any Shareholder whose name appears on the register of shareholders of the Corporation (a "Registered Shareholder") or duly appointed proxyholders of a Registered Shareholder may attend, participate and vote at the virtual Meeting. Shareholders whose common shares of the Corporation (the "Common Shares") are registered in the name of an intermediary such as a bank, trust company, securities dealer or broker, trustee or

administrator of a self-administered registered retirement savings plan, registered retirement income fund, registered education savings plan or similar plan on behalf of such Shareholder (each, a "Non-Registered Shareholder") may attend, participate and vote at the Meeting only if they have been duly appointed as proxyholder and obtained an Invite Code. Non-Registered Shareholders wishing to attend and vote at the Meeting must appoint themselves as proxyholder and obtain an Invite Code in advance. Without an Invite Code, proxyholders will not be able to attend, participate or vote at the Meeting. Proxyholders must be registered in advance by visiting https://www.computershare.com/IAMGOLD and provide the required contact information so that Computershare Trust Company of Canada may issue an Invite Code via email.

Registered Shareholders who are unable to attend the Meeting are requested to complete, date, sign and return, the enclosed form of proxy. Proxies must be received by no later than 2:30 p.m. (ET) on May 1, 2026 or, in the case of any adjournment or postponement of the Meeting, by no later than 48 hours (excluding Saturdays, Sundays and holidays) before the time for the adjourned or postponed Meeting.

Registered Shareholders may vote electronically at https://www.investorvote.com using the 15-digit Control Number located on the form of proxy. Electronic voting instructions are in all respects equivalent to, and will be treated in the exact same manner as, voting instructions provided via a paper form of proxy. Further details on the electronic voting process are provided in the enclosed form of proxy. The time limit for the deposit of proxies may be waived by the chair of the Meeting, at their discretion, and without notice. Non-Registered Shareholders who wish to vote on any matter before the Meeting should contact the applicable intermediary in whose name their Common Shares are registered and carefully follow the instructions of such intermediary or its service company regarding how to vote, including when and where their voting instruction form is to be delivered.

DATED at Toronto, Ontario, this 25th day of March, 2026.

BY ORDER OF THE BOARD

/s/ "Renaud Adams"

Renaud Adams

President and Chief Executive Officer

IAMGOLD Corporation is using the notice-and-access provisions permitted under National Instrument 54-101 -Communication with Beneficial Owners of Securities of a Reporting Issuer and National Instrument 51-102 -Continuous Disclosure Obligations, as adopted by Canadian securities regulators to deliver its Circular to be used at the Meeting of Shareholders of Common Shares of the Corporation.

Under the notice-and-access approach, the Circular is being provided electronically rather than mailing paper copies. This approach supports the Corporation's sustainability and operational efficiency objectives by reducing paper usage and associated printing and mailing costs, while continuing to provide Shareholders with timely and convenient access to important information.

In accordance with notice-and-access, the Circular is available on the Corporation's website at www.iamgold.com and on the Corporation's issuer profiles on SEDAR+ at www.sedarplus.com and EDGAR at www.SEC.gov and on Envision Reports at www.envisionreports.com/HTDQ2026.

The Corporation has mailed to Shareholders of record a Notice of Availability of Proxy Materials together with a form of proxy or voting instruction form, as applicable, and an AGM User Guide (collectively, the "Notice Package"). The Notice Package contains instructions on how to access and review the Circular electronically, how to request a paper copy of the Circular at no cost, and how to vote at the Meeting.

Paper copies of the Circular may be requested, at no cost, following the instructions set out in the Notice Package, by calling toll-free 1-866-962-0498 (or 514-982-8716 if outside North America), up to the date of the Meeting or any adjournment thereof, or thereafter by contacting the Corporation at: [email protected] or at 416-360-4710.

All Shareholders are encouraged to review the Circular prior to voting. Questions regarding notice-and-access may be directed to the Corporation's transfer agent, Computershare Investor Services Inc., toll-free at 1-866-964-0492 or by scanning the QR code on the Notice of Availability of Proxy Materials.

Proxy materials are being sent directly to Registered Shareholders and to intermediaries for forwarding to non-registered (beneficial) Shareholders. The Corporation will bear the cost of delivering proxy materials and soliciting voting instructions for all registered and non-registered Shareholders.

The information contained in this Circular is furnished in connection with management's solicitation of proxies to be used at the Meeting of Shareholders of Common Shares of the Corporation. The Meeting will be held in a virtual-only format, which will be conducted via live audio webcast online at https://meetnow.global/M926LRS, on Tuesday, May 5, 2026 at 2:30 p.m. (ET), for the purposes set out in the notice of the Meeting (the "Notice of Meeting").

A summary of the information Shareholders will need to attend the Meeting online is provided below. A guide on to how to login, and vote at, the Meeting was mailed to Registered Shareholders and is also located on Envision Reports at www.envisionreports.com/HTDQ2026, as well as on the Corporation's issuer profiles on SEDAR+ at www.Sedarplus.ca and EDGAR at www.SEC.gov.

It is expected that management's solicitation of proxies for the Meeting will be made primarily by mail. However, directors, officers and employees of the Corporation may also solicit proxies by telephone, electronically or in person in respect of the Meeting. This solicitation of proxies for the Meeting is being made by or on behalf of the directors and management of the Corporation and the Corporation will bear the costs of this solicitation of proxies for the Meeting.

The Corporation is not sending proxy-related materials directly to beneficial owners of Common Shares. The Corporation will reimburse brokers, nominees and other intermediaries for their reasonable expenses incurred in

forwarding proxies and accompanying materials to beneficial owners of Common Shares.

Enclosed with this Circular is a form of proxy for use at the Meeting. The persons named in the enclosed form of proxy are officers and/or directors of the Corporation. Shareholders may appoint a person (who need not be a Shareholder of the Corporation) other than the persons already named in the enclosed form of proxy to represent such Shareholder at the Meeting. To do so, the Shareholder must strike out the printed names of such persons designated in the form of proxy and insert the name of such other person in the blank space provided therein for that purpose.

To be valid, a proxy must be received by the Corporation's transfer agent, Computershare Trust Company of Canada, 320 Bay Street, 14thFloor, Toronto, Ontario, M5H 4A6, no later than 2:30 p.m. (ET) on May 1, 2026 or, in the event of an adjournment or postponement of the Meeting, no later than 48 hours (excluding Saturdays, Sundays and holidays) before the time for holding the adjourned or postponed Meeting.

As noted in the Notice of Meeting, Registered Shareholders may also elect to vote electronically in respect of any matter to be acted upon at the Meeting. Voting instructions provided electronically are in all respects equivalent to, and will be treated in the exact same manner as, voting instructions provided via a paper form of proxy. To vote electronically, Registered Shareholders are asked to go to the website shown on the form of proxy and follow the instructions on the screen. Please note that Shareholders exercising the electronic voting option will need to refer to the control number indicated on their proxy form to identify themselves in the electronic voting system.

Shareholders should also refer to the instructions on the proxy form for information regarding the deadline for voting Common Shares electronically. If a Shareholder votes electronically, they are asked not to return the paper form of proxy by mail.

To be effective, a form of proxy must be executed by a Shareholder exactly as their name appears on the register of shareholders of the Corporation. Additional execution instructions are set out in the notes to the form of proxy. The proxy must also be dated where indicated. If no date is indicated, the proxy will be deemed to be dated on the day on which it was mailed to Shareholders.

The management representatives designated in the form of proxy will vote the Common Shares in respect of which they are appointed proxy in accordance with the instructions of the Shareholder. Where a Shareholder specifies a choice with respect to any matter to be acted upon, the Common Shares will be voted accordingly. In the absence of such direction, such Common Shares will be voted by the management representatives named in such form of proxy in favour of each of the matters referred to in the Notice of Meeting and will be voted by such representatives on all other matters which may come before the Meeting in their discretion.

The form of proxy, when properly signed, confers discretionary voting authority on those persons designated therein with respect to amendments or variations to the matters identified in the Notice of Meeting and with respect to other matters which may properly come before the Meeting. At the date of this Circular, management of the Corporation does not know of any such amendments, variations or other matters. However, if such amendments, variations or other matters which are not now known to management of the Corporation should properly come before the Meeting, the persons named in the enclosed form of proxy will be authorized to vote the Common Shares represented thereby in their discretion.

Only Registered Shareholders of the Corporation or persons duly appointed as proxies are entitled to attend and vote at the Meeting. However, in many cases, Common Shares beneficially owned by a person (a

"Non-Registered Shareholder") are registered either:

• In the name of an intermediary (an "Intermediary") with whom the Non-Registered Shareholder deals in respect of the Common Shares (Intermediaries include, among others, banks, trust companies, securities dealers or brokers, trustees or administrators of a self-administered registered retirement savings plan, registered retirement income fund, registered education savings plan and similar plans); or

• In the name of a clearing agency (such as The Canadian Depository for Securities Limited, in Canada, or The Depositary Trust Company, in the United States) of which the Intermediary is a participant.

  In accordance with the requirements of National Instrument 54-101 - Communication with Beneficial Owners of Securities of a Reporting Issuer of the Canadian Securities Administrators, the Corporation has distributed copies of the Notice Package to the Intermediaries and clearing agencies for onward distribution to Non-Registered Shareholders. Intermediaries are required to forward the Notice Package to Non-Registered Shareholders unless the Non-Registered Shareholders have waived the right to receive them. Intermediaries often use service companies to forward the Notice Package to Non-Registered Shareholders. Generally, Non-Registered Shareholders who have not waived the right to receive Notice Package will either be given:

• A voting instruction form (a "VIF") which must be completed and returned by the Non-Registered Shareholder in accordance with the directions printed on the form (in some cases, the completion of the VIF by telephone, facsimile or over the internet is permitted); or

• A form of proxy which has already been signed by the Intermediary (typically by a facsimile, stamped signature), which is restricted as to the number of Common Shares beneficially owned by the

  Non-Registered Shareholder but which is otherwise not completed by the Intermediary. Because the Intermediary has already signed the form of proxy, this form of proxy is not required to be signed by the Non-Registered Shareholder when submitting the proxy. In this case, the Non-Registered Shareholder who wishes to submit a proxy should properly complete the form of proxy and deposit it with Computershare Trust Company of Canada, 320 Bay Street, 14th Floor, Toronto, Ontario, M5H 4A6, by the proxy deadline.

  In either case, the purpose of these procedures is to permit Non-Registered Shareholders to direct the voting of the Common Shares they beneficially own. Should a Non-Registered Shareholder who receives either a form of proxy or VIF wish to attend the Meeting virtually and vote (or have another person attend and vote on behalf of the Non-Registered Shareholder), the Non-Registered Shareholder should, in the case of a form of proxy, strike out the names of the persons named in the form of proxy and insert the Non-Registered Shareholder's (or such other person's) name in the blank space provided or, in the case of a VIF, follow the directions indicated on the form. In either case, Non-Registered Shareholders should carefully follow the instructions of their Intermediaries and their service companies, including instructions regarding when and where the proxy or VIF is to be delivered.

  ‌SPECIAL PROCEDURES FOR THE VIRTUAL-ONLY MEETING

  Please read the below very carefully as it contains important information related to the Corporation's virtual-only Meeting.

  Registering a Proxyholder

  Shareholders who wish to appoint a third-party proxyholder to virtually attend, participate or vote at the Meeting as their proxy and vote their Common Shares MUST submit their proxy or VIF, as applicable, appointing such third-party proxyholder AND registering the third-party proxyholder, as described below. Registering your proxyholder is an additional step to be completed AFTER you have submitted your proxy or VIF. Failure to register the proxyholder will result in the proxyholder not receiving a 4-character Invite Code to virtually attend, participate or vote at the Meeting.

  Step 1: Submit your proxy or VIF

• To appoint a third-party proxyholder, insert such person's name in the blank space provided in the form of proxy or VIF (if permitted) and follow the instructions for submitting such form of proxy or VIF. This must be completed prior to registering such proxyholder, which is an additional step to be completed once you have submitted your form of proxy or VIF. If you are a Non-Registered Shareholder located in the United States, you must also provide Computershare Trust Company of Canada with a duly completed form of proxy if you wish to attend, participate or vote at the Meeting or, if permitted, appoint a third party as your proxyholder. See below under this section for additional details.

  Step 2: Register your proxyholder

• To register a proxyholder, Shareholders, MUST visit https://www.computershare.com/IAMGOLD by 2:30

  p.m. (ET) on May 1, 2026 (or, if the Meeting is adjourned or postponed, by the time that is 48 hours prior to the Meeting, excluding Saturdays, Sundays and holidays) and provide Computershare Trust Company of Canada with the required proxyholder contact information, so that Computershare Trust Company of Canada may provide the proxyholder with a 4-character Invite Code via email. Without an Invite Code, proxyholders will not be able to virtually attend, participate or vote at the Meeting.

• If you are a Non-Registered Shareholder and wish to virtually attend, participate or vote at the Meeting, you have to insert your own name in the space provided on the VIF sent to you by your Intermediary, follow all of the applicable instructions provided by your Intermediary AND register yourself as your proxyholder, as described above. By doing so, you are instructing your Intermediary to appoint you as proxyholder. It is important that you comply with the signature and return instructions provided by your Intermediary. Please also see further instructions below under the heading "Attending and Participating at the Meeting".

  If you are a Non-Registered Shareholder located in the United States and wish to attend, participate or vote at the Meeting or, if permitted, appoint a third party as your proxyholder, in addition to the steps described above and below under the heading "Attending and Participating at the Meeting", you must obtain a valid legal proxy from your Intermediary.

  Follow the instructions from your Intermediary included with the legal proxy form and the VIF sent to you, or contact your Intermediary to request a legal proxy form or a legal proxy if you have not received one. After obtaining a valid legal proxy from your Intermediary, you must then submit such legal proxy to Computershare Trust Company of Canada at [email protected], by 2:30 p.m. (ET) on May 1, 2026 (or, if the Meeting is adjourned or postponed, by the time that is 48 hours prior to the Meeting, excluding Saturdays, Sundays and holidays).

  Attending and Participating at the Meeting

  The Corporation is holding the Meeting in a virtual-only format, which will be conducted via live audio webcast. Shareholders will not be able to attend the Meeting in person. In order to attend, participate or vote at the Meeting (including for voting and asking questions at the Meeting), the procedures set out below must be followed.

  Registered Shareholders and duly appointed proxyholders will be able to attend, participate and vote at the Meeting online at https://meetnow.global/ M926LRS. Such persons may then enter the Meeting by clicking "Shareholder" and entering the 15-digit Control Number located on the form of proxy before the start of the Meeting:

• Registered Shareholders: The 15-digit Control Number located on the form of proxy is required for Registered Shareholders to access, participate and vote at the Meeting. If as a Registered Shareholder you are using your Control Number to login to the Meeting and you accept the terms and conditions, you will be provided the opportunity to vote by online ballot at the appropriate time on the matters put forth at the Meeting. If you have already voted by proxy and you vote again during the online ballot during the Meeting, your online vote during the Meeting will revoke your previously submitted proxy. If you have already voted by proxy and do not wish to revoke your previously submitted proxy, do not vote again during the online ballot.

• Duly appointed proxyholders: Computershare Trust Company of Canada will provide duly appointed proxyholders, including Non-Registered Shareholders that have appointed themselves as their proxyholder, with a 4-character Invite Code by e-mail after the proxy cut-off deadline has passed.

• United States Beneficial Shareholders: To attend and vote at the Meeting, United States Beneficial Shareholders must first obtain a valid form of proxy from their broker, bank or other agent and then register in advance to attend the Meeting. Such Shareholders should follow the instructions provided by their broker or bank included with the valid form of proxy or contact such broker or bank to request a valid form of proxy. After obtaining a valid form of proxy from a broker, bank or other agent, United States Beneficial Shareholders must submit a copy of their valid form of Proxy to Computershare in order to register to attend the Meeting. Requests for registration should be sent:

  By mail or email to: COMPUTERSHARE

  320 BAY STREET, 14TH FLOOR TORONTO, ON M5H 4A6

  Email: [email protected]

  Only Registered Shareholders and duly appointed proxyholders will be entitled to attend, participate and vote at the Meeting. Non-Registered Shareholders who have not made arrangements for the due appointment of themselves as proxyholder will not be able to attend, participate or vote at the Meeting.

  Shareholders who wish to appoint a third-party proxyholder to represent them at the Meeting (including

  Non-Registered Shareholders who wish to appoint themselves as proxyholder to attend, participate or vote at the Meeting) MUST submit their duly completed proxy or VIF AND register the proxyholder.

  If you attend the virtual Meeting, 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. You should allow ample time to check into the Meeting online and complete the related procedures.

  At the Meeting, questions and motions can be submitted by any Registered Shareholder or duly appointed proxyholder, including Non-Registered Shareholders that have appointed themselves as proxyholder, using the instant messaging service on the Meeting's virtual interface. Guests cannot submit questions or make motions. Once received, the Chair, or another member of management or Board present at the Meeting, will read your question or motion out loud to the Meeting.

  If you have questions regarding your ability to participate at the Meeting, please refer to Virtual AGM User Guide included in the Notice Package. Please refer to this document if you have difficulties logging into the Meeting website or attempt to log in as a guest. You will be able to log into the Meeting site up to 60 minutes prior to the start of the Meeting.

  Registered Shareholders who encounter difficulties during the registration process or while accessing and attending the Meeting can contact Computershare at 1-888-724-2416 (local) or (781) 575-2748 (International). Please ensure you have the 15-digit Control Number located on the form of proxy if you require assistance from Computershare.

  ‌REVOCATION OF PROXIES

  Registered Shareholders who revoke their proxy and do not replace it with another that is deposited with us before the proxy cut-off deadline, can still vote their Common Shares, but to do so they must attend the Meeting online. Information about attending the Meeting online is located under the heading "Special Procedures for the Virtual-only Meeting".

  A Registered Shareholder who has submitted a proxy may revoke it by:

• depositing an instrument in writing signed by the Registered Shareholder or by an attorney authorized in writing or, if the Registered Shareholder is a corporation, by a duly authorized officer or attorney, at the registered office of the Corporation, 150 King Street West, Suite 2200, Toronto, Ontario, M5H 1J9, at any time up to and including the last business day preceding the day of the Meeting;

• transmitting, by telephonic or electronic means, a revocation that complies with the instructions in the paragraph immediately above and that is signed by electronic signature provided that the means of electronic signature permit a reliable determination that the document was created or communicated by or on behalf of the Registered Shareholder or the attorney or a duly authorized attorney of a corporation or other entity, as the case may be; or

• any other manner permitted by law.

  Registered Shareholders who use their control number to login to the Meeting and accept the terms and conditions thereof will be provided the opportunity to vote by online ballot at the appropriate time on the matters put forth at the Meeting. Shareholders who have already voted by proxy and vote again during the online ballot during the Meeting will thereby revoke their previously submitted proxy. Shareholders who do not wish to revoke their previously submitted proxy should not vote again during the online ballot.

  A Non-Registered Shareholder who has submitted voting instructions to an Intermediary should contact their Intermediary for information with respect to revoking their voting instructions.

  ‌VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF ‌DESCRIPTION OF SHARE CAPITAL AND QUORUM

  The Corporation is authorized to issue an unlimited number of Common Shares. Each Common Share entitles the holder of record to notice of and one vote at all meetings of Shareholders. As at the close of business on March 20, 2026, there were 582,221,969 Common Shares outstanding. The presence of two or more persons entitled to vote at the Meeting, either as Shareholders or proxy holders, and holding or representing not less than 25% of the issued and outstanding Common Shares entitled to be voted thereat will constitute a quorum for the Meeting.

  ‌RECORD DATE

  The directors of the Corporation have fixed the close of business on March 20, 2026, as the record date for the determination of those holders of Common Shares entitled to receive notice of the Meeting and to vote at the Meeting including at all adjournments or postponements thereof.

  ‌OWNERSHIP OF SECURITIES OF THE CORPORATION

  As of March 20, 2026, to the knowledge of the directors and officers of the Corporation, and according to securities regulatory filings of which the Corporation has notice, no person or company, beneficially owned, or exercised control or direction over, more than 10% of the votes attached to all of the Common Shares outstanding.

  ‌CURRENCY

  Unless stated otherwise, all references to dollar amounts in this Circular are to Canadian dollars. The average annual exchange rate for 2025 reported by the Bank of Canada of CAD$1.00 = US$0.72 was used, unless otherwise noted.

  ‌BUSINESS OF THE MEETING ‌ELECTION OF DIRECTORS

  The Board and management of the Corporation would like to extend their sincere appreciation to Dr. Ann Masse and Ms. Audra Walsh for their significant contributions to the Corporation.

  Dr. Masse, who has served on the Board since October 2021, has provided invaluable leadership as chair of the Sustainability Committee. During her tenure, she played a leading role in advancing the Corporation's health and safety, sustainability practices and CRM integration. During a period of significant transformation for the Corporation, Dr. Masse also served as a member of several committees supporting the Corporation's long-term operational objectives and commitment to responsible mining.

  Ms. Walsh, who has served on the Board since June 2023, has made significant contributions through her service on several of the Board's committees, with a particular focus on her role on the Technical Committee. In addition to her guidance during the construction and ramp-up of the Côté Gold mine, she provided valuable technical oversight and guidance with respect to the Corporation's other operations and development projects.

  Dr. Masse and Ms. Walsh will not be standing for reelection at the Meeting. As part of the Board's ongoing succession planning, Mr. Daniel Racine has been included as a director nominee for election at the Meeting. Mr. Racine brings more than 35 years of global mining industry experience, including senior executive leadership roles, and offers a strong track record of value creation, corporate strategy execution, and technical expertise as a professional mining engineer.

  The term of office of each of the present directors of the Corporation expires at the Meeting. The Board has nominated eight (8) directors to be elected at the Meeting, to serve as a director until the next annual meeting of Shareholders unless he or she resigns or is otherwise removed from office earlier. See "Board of Directors".

  Shareholders will be asked to elect the following directors:

• Renaud Adams;

• Christiane Bergevin;

• L. Peter O'Hagan;

• Kevin P. O'Kane;

• Daniel Racine;

• David S. Smith;

• Murray P. Suey; and

• Anne Marie Toutant;

The Canada Business Corporations Act (the "CBCA"), the Corporation's governing statute, provide Shareholders with a statutory right to vote for or against director nominees during uncontested elections. If any director nominee does not receive a majority of votes in favour of their election, such director nominee will not be elected to serve as a member of the Board. Any nominee that is an incumbent director who does not receive a majority of votes in their favour may remain in office until the earlier of (i) the 90th day after the date of the election; and (ii) the day on which their successor is appointed or elected.

The Board recommends that Shareholders vote FOR the election of each of the nominees set out in this Circular. Management of the Corporation does not contemplate that any of the nominees will be unable to serve as a director of the Corporation for the ensuing year; however, if that should occur for any reason at or prior to the Meeting or any adjournment or postponement thereof, the persons named in the enclosed form of proxy have the right to vote the proxy for the election of the remaining nominees and may vote in their discretion for the election of any persons in place of any nominees unable to serve.

In the absence of any instruction to vote against the election of any nominee, the Common Shares represented by proxies received by management will be voted FOR each of the nominees set out in this Circular. The elected directors will hold office until the close of the next annual meeting of Shareholders, unless their office is earlier vacated or until their successor is appointed or elected.

Information as to the number of Common Shares owned and/or over which control or direction is exercised, whether directly or indirectly, by the nominees for election as directors of the Corporation is, in each case, based upon information furnished by the respective nominee on the System for Electronic Disclosure by Insiders ("SEDI"), at www.sedi.ca, and information otherwise available to the Corporation as at March 20, 2026.

The Board, collectively, possesses skills and experience described in the table below, the majority having significant mining experience. It is anticipated that, following the Meeting, the Board will consist of eight

(8) directors total, including two (2) women directors, or 25% of all directors, and seven (7) independent directors, or ~88% of all directors

KPMG LLP is the Corporation's auditor. The Board recommends that Shareholders vote FOR the re-appointment of KPMG LLP as auditor of the Corporation until the close of the next annual meeting of Shareholders or until their successor is appointed and to authorize the directors to fix their remuneration. KPMG LLP has been the auditor of the Corporation since June 18, 1998.

In the absence of any instruction to withhold a vote, the Common Shares represented by proxies received by management will be voted FOR the re-appointment of KPMG LLP as auditor of the Corporation until the close of the next annual meeting of Shareholders or until their successor is appointed and to authorize the directors to fix their remuneration.

The aggregate fees billed by KPMG LLP in each of the last two financial years of the Corporation are:

1. Audit Fees include the statutory audits, as well as out of pocket costs such as reimbursement costs, technology and support charges or administrative charges incurred in connection with providing the professional services.

2. Audit-related fees include the audit of the Québec pension plan.

3. The tax fees relate to foreign tax compliance services.

4. Other fees relate to enterprise risk management benchmarking services.

The Share Incentive Plan encompasses the Share Purchase Plan, the Share Bonus Plan, the Share Unit Plan (formerly the Deferred Share Plan) and the Share Option Plan. The Share Incentive Plan was established to advance the long-term interests of the Corporation through the attraction, retention and motivation of key employees and the alignment of the interests of key employees with the interests of the Corporation's stakeholders through share ownership in the Corporation. At the Meeting, Shareholder approval is sought to amend the Share Incentive Plan, as described below (the "Plan Amendments") by passing the following resolution:

1. Resolved that the amendments to the Share Incentive Plan described in the management information circular of IAMGOLD Corporation dated March 25, 2026, including: i) amendments clarifying the authority of the Board of Directors to approve certain amendments without shareholder approval where permitted under the Share Incentive Plan, applicable laws, rules or regulations and stock exchange requirements; ii) amendments introducing "double trigger" change of control provisions governing the vesting and treatment of awards under the Share Option Plan, Share Bonus Plan and Share Unit Plan and addressing the treatment of shares held under the Share Purchase Plan in connection with a change of control; and iii) certain housekeeping and clerical amendments intended to improve clarity and consistency throughout the Share Incentive Plan, be, and they hereby are, approved;

2. Resolved that any one officer or any one director of the Corporation be, and each of them hereby is, authorized and empowered, acting for, in the name of and on behalf of the Corporation, to execute or to cause to be executed and to deliver or cause to be delivered, all such agreements and documents, as any one of them shall consider necessary or desirable and shall approve and to do or cause to be done all such other acts and things as any one of them shall determine to be necessary or desirable in connection with the Share Incentive Plan or in order to carry out the intent of this resolution and the matters authorized hereby.

In order to become effective, this resolution must be approved by a simple majority of the votes cast by holders of Common Shares present in person or represented by proxy at the Meeting or any adjournment thereof.

Shareholders are being asked to approve the following Plan Amendments which the Board believes are reasonable and appropriate.

• Amendment Provision: The Plan Amendments clarify that any amendment that does not require Shareholder approval by virtue of the terms of the Share Incentive Plan, applicable laws, rules or regulations of any regulatory authority having jurisdiction, or any relevant stock exchange, may be approved by the Board without Shareholder approval. This clarification is aligned with TSX requirements.

• Change of Control:

  • The Plan Amendments introduce a "double trigger" change of control provision. Under this provision, outstanding awards under the Share Option Plan, the Share Bonus Plan and the Share Unit Plan will only vest on an accelerated basis in connection with a change of control if (a) an alternative award is not provided to the participant in replacement of the outstanding award, or (b) the participant is terminated without cause or resigns for good reason within 12 months following the change of control. This amendment clarifies the treatment of awards in the context of a change of control and is designed to prevent the automatic vesting of unvested awards solely upon the occurrence of a change of control event.

  • The Plan Amendments contemplate that in the event of a change of control, the Common Shares held in safekeeping for a participant under the Share Purchase Plan shall be immediately deliverable to the

    participant and the Corporation's contribution shall immediately be made and the Common Shares shall be issued for the then aggregate contribution prior to the completion of the transaction which results in the change of control.

  • References to the treatment of awards in the context of a take-over bid have been removed, as such an event is now contemplated within the definition of "change of control".

• Housekeeping Amendments: The Plan Amendments also include certain other amendments of a housekeeping or clerical nature intended to provide greater clarity and consistency throughout the Share Incentive Plan.

The Plan Amendments were approved by the Board on March 23, 2026, subject to Shareholder approval. For the reference of Shareholders, an amended copy of the Share Incentive Plan incorporating the Plan Amendments is available to any security holder of the Corporation at or prior to the Meeting upon request to the Secretary of the Corporation and is also attached for reference at Appendix "B" to this Circular.

The TSX has conditionally approved the Plan Amendments subject to approval by Shareholders at the Meeting.

The Board recommends that Shareholders vote FOR the resolution to approve amendments to the Share Incentive Plan.

In the absence of any instruction to the contrary, the Common Shares represented by proxies received by management will be voted FOR the approval of the amendments to the Share Incentive Plan.

The Board has adopted a shareholder advisory vote on the Corporation's approach to executive compensation, as disclosed under the heading "Statement of Executive Compensation". As a formal opportunity to provide their views on the disclosed objectives and structure of the Corporation's pay-for-performance compensation model, Shareholders are asked to review and vote, in a non-binding, advisory manner, on the following resolution:

Resolved that, on an advisory basis and not to diminish the role and responsibilities of the board of directors, the shareholders accept the approach to executive compensation disclosed in the management information circular of IAMGOLD Corporation dated March 25, 2026.

The Human Resources and Compensation Committee (the "HRCC") and the Board will give due consideration to the results of the vote when determining future compensation policies, procedures and decisions consistent with its pay-for-performance compensation model (see the Statement of Executive Compensation for details regarding the compensation philosophy and guidelines of the Board and the performance metrics and process used to assess performance as well as whether any compensation consultant was retained). The pay-for-performance compensation model is designed to attract, retain and motivate talented management and pay for actual performance which drives the long-term creation and preservation of shareholder value.

The Board recommends that Shareholders vote FOR the resolution to accept the Corporation's approach to

executive compensation.

In the absence of any instruction to the contrary, the Common Shares represented by proxies received by management will be voted FOR the approval of the resolution to accept the Corporation's approach to executive compensation.

Renaud Adams has over 30 years of global mining experience in senior executive positions and operations. Mr. Adams was President and Chief Executive Officer of New Gold Inc. from 2018 to 2022, where he led the strategic repositioning of the company. Prior to New Gold, Mr. Adams was President and Chief Executive Officer of Richmont Mines Inc. from 2014 until the company was sold to Alamos Gold in November 2017. From 2011 to 2014, Mr. Adams was Chief Operating Officer at Primero Mining Corporation, and prior to that he was General Manager of IAMGOLD's Rosebel mine in Suriname before being appointed Senior Vice President, Americas Operations. Prior to IAMGOLD, Mr. Adams held various senior operations positions at mining operations located in the Americas. Mr. Adams holds a Bachelor of Engineering degree in Mining and Mineral Processing from Laval University in Québec, Canada.

(1) Director share ownership guidelines do not apply to Renaud Adams. Please refer to the Executive Share Ownership table under the section titled Executive Share Ownership Guidelines in this Circular for guidelines that apply.

Christiane Bergevin brings over 35 years of experience in finance transaction advisory, strategy and project development across the world. She spent 19 years with the international engineering construction company of SNC-Lavalin (now AtkinsRéalis) including as the President of SNC-Lavalin Capital. From 2009 to 2015, Ms. Bergevin led corporate development for Desjardins Group as Executive Vice President, Strategic Partnership and Business Development and was a member of the global credit committee and served on the executive committee of Desjardins Financial Corporation. She was subsequently a senior consultant with Hydro One's Strategy, Innovation and Corporate Development Group. Since 2020, she has been a Senior Advisor to the strategy consulting firm of Roland Berger. In addition to her credentials in natural resources, capital markets, investments and mergers & acquisitions, Ms. Bergevin has extensive public policy and international relations experience and is a Governor of the Canadian Chamber of Commerce after serving as the Chair of the Board from 2017 to 2018.

Ms. Bergevin is currently a Director of Azimut Exploration Inc. (TSX-V, OTCQX), Transat A.T. Inc. (TSX) and a member of the supervisory board of RATP Développement S.A. (RATP Dev). Ms. Bergevin has previously been a Director of Yamana Gold, Talisman Energy, Caisse de dépôt et placement du Québec and the Business Development Bank of Canada. Ms. Bergevin currently serves as the Chair of the Board of Tennis-Québec. Ms. Bergevin holds a Bachelor of Commerce, Finance and Entrepreneurship with Distinction from McGill University, and graduated from the Wharton School of Business (Advanced Management Program). She holds the ICD.D designation from the Institute of Corporate Directors.

(1) The value provided in this table reflects ownership as at the record date, March 20, 2026. Please refer to the Director Share Ownership table in the section titled Director Compensation of this Circular which reflects values as at December 31, 2025.

L. Peter O'Hagan brings over 35 years of experience in commodities, natural resource investing, capital markets and structured finance. He worked at Goldman Sachs from 1991 to 2013, where he was a partner from 2002 to 2013 and was most recently Co-Head of Global Commodities. From 2016 to 2019, Mr. O'Hagan was a Managing Director at The Carlyle Group, a global investment firm where he focused on industrial and natural resource investments within the $4 billion Equity Opportunity Fund. Immediately prior to joining Carlyle, he was an operating advisor at KKR & Co. in the Energy and Real Assets group.

Mr. O'Hagan is currently a director of Triple Flag Precious Metals, where he is Chair of the Compensation Committee. He was a board member of Rigel Resource Acquisition Corporation from 2022 to 2025, where he served as Chair of the Audit Committee and a board member and Chair of the Compensation Committee of Stillwater Mining from 2015 to 2017 until its sale to Sibanye Gold. He is a graduate of the University of Toronto, Trinity College (BA) and holds an MA from the Johns Hopkins University School of Advanced International Studies (SAIS). He serves on the advisory board of Johns Hopkins SAIS.

(1) The value provided in this table reflects ownership as at the record date, March 20, 2026. Please refer to the Director Share Ownership table in the section titled Director Compensation of this Circular which reflects values as at December 31, 2025.

Kevin P. O'Kane has more than 40 years' experience in the global mining industry in senior executive and operations positions. Mr. O'Kane spent over 35 years with BHP in various roles including leading multibillion-dollar projects from conception, through permitting and into execution and operations, President of Pampa Norte copper operations in Chile, in various major project development, technical and operating roles at La Escondida copper mine in Chile, and Vice President Health, Safety, Environment & Community for BHP's copper business.

In September 2025, Mr. O'Kane was appointed as Executive Vice President and Chief Operating Officer, in addition to continuing as a non-independent Director of Northisle Copper and Gold Inc. From 2018 to 2020, Mr. O'Kane served as the Executive Vice President and Chief Operating Officer of SSR Mining Inc. Mr. O'Kane also serves on the Boards of Almaden Minerals Ltd. and Autlan BMV. Mr. O'Kane holds a Bachelor of Applied Science degree in Mining Engineering from Queen's University in Ontario, Canada and is registered as a Professional Engineer in the province of British Columbia.

1. Mr. O'Kane has advised the Corporation that he does not intend to stand for reelection as a director nominee of Almaden Minerals Ltd. at its next annual general meeting, currently anticipated to be held in June 2026.

2. The value provided in this table reflects ownership as at the record date, March 20, 2026. Please refer to the Director Share Ownership table in the section titled Director Compensation of this Circular which reflects values as at December 31, 2025.

.

Daniel Racine served as President of Allied Gold Corporation from 2023 until 2026 and currently serves on its board of directors. Mr. Racine joined Yamana Gold in May 2014 and was appointed President and Chief Executive Officer in August 2018 until the company's sale in 2023. From August 2012 until March 2014, he served as President and Chief Operating Officer of Brigus Gold Corp.

Prior to joining Brigus, Mr. Racine was Senior Vice President, Mining at Agnico Eagle Mines Limited, where he was responsible for the company's global mining operations. He joined Agnico Eagle as a junior mining engineer in 1987 and advanced through progressively senior roles over his tenure, including LaRonde Mine Manager, Vice President Operations, and Senior Vice President Operations.

Mr. Racine holds a Bachelor of Mining Engineering degree from Université Laval and is a registered engineer with L'Ordre des ingénieurs du Québec, a Professional Engineer with Professional Engineers Ontario, and a member of the Ontario Society of Professional Engineers.