B2Gold Corp. — Proxy Solicitation & Information Statement 2021

May 10, 2021

B2GOLD CORP.

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8th Floor, 100 University Avenue Toronto, Ontario M5J 2Y1 www.computershare.com

Security Class

Holder Account Number

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Form of Proxy - Annual General and Special Meeting to be held on Friday, June 11, 2021

This Form of Proxy is solicited by and on behalf of Management.

Notes to proxy

1. Every holder has the right to appoint some other person or company of their choice, who need not be a holder, to attend and act on their behalf at the meeting or any adjournment or postponement thereof. If you wish to appoint a person or company other than the Management Nominees whose names are printed herein, please insert the name of your chosen proxyholder in the space provided (see reverse).

2. If the securities are registered in the name of more than one owner (for example, joint ownership, trustees, executors, etc.), then all those registered should sign this proxy. If you are voting on behalf of a corporation or another individual you may be required to provide documentation evidencing your power to sign this proxy with signing capacity stated.

3. This proxy should be signed in the exact manner as the name(s) appear(s) on the proxy.

4. If a date is not inserted in the space provided on the reverse of this proxy, it will be deemed to bear the date on which it was mailed to the holder by Management.

5. The securities represented by this proxy will be voted as directed by the holder, however, if such a direction is not made in respect of any matter, and the proxy appoints the Management Nominees listed on the reverse, this proxy will be voted as recommended by Management.

6. The securities represented by this proxy will be voted in favour, or withheld from voting, or voted against each of the matters described herein, as applicable, in accordance with the instructions of the holder, on any ballot that may be called for. If you have specified a choice with respect to any matter to be acted on, the securities will be voted accordingly.

7. This proxy confers discretionary authority in respect of amendments or variations to matters identified in the Notice of Meeting and Management Information Circular or other matters that may properly come before the meeting or any adjournment or postponement thereof, unless prohibited by law.

8. This proxy should be read in conjunction with the accompanying documentation provided by Management.

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Proxies submitted must be received by 2:00 pm, PDT, on June 9, 2021.

VOTE USING THE TELEPHONE OR INTERNET 24 HOURS A DAY 7 DAYS A WEEK!

• To Receive Documents To Virtually Attend

• To Vote Using the Telephone To Vote Using the Internet Electronically the Meeti ~~n~~ g

• • Call the number listed BELOW from a touch • Go to the following web • You can enroll to receive future securityholder • You can attend the meeting virtually tone telephone. site: www.investorvote.com communications electronically by visiting by visiting the URL provided on the

• 1-866-732-VOTE (8683) Toll Free • Scan the QR code Smartphone? www.investorcentre.com. back of this proxy. to vote now.

If you vote by telephone or the Internet, DO NOT mail back this proxy.

Voting by mail may be the only method for securities held in the name of a corporation or securities being voted on behalf of another individual. Voting by mail or by Internet are the only methods by which a holder may appoint a person as proxyholder other than the Management nominees named on the reverse of this proxy. Instead of mailing this proxy, you may choose one of the two voting methods outlined above to vote this proxy.

To vote by telephone or the Internet, you will need to provide your CONTROL NUMBER listed below.

CONTROL NUMBER

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Appointment of Proxyholder

I/We being holder(s) of securities of B2Gold Corp. (the “Company”) hereby appoint: Clive Johnson, or failing this person, Roger Richer (the “Management Nominees”)

Print the name of the person you are appointing if this person is someone OR other than the Management Nominees listed herein.

Note: If completing the appointment box above YOU MUST go to http:// www.computershare.com/B2Gold and provide Computershare with the name and email address of the person you are appointing. Computershare will use this information ONLY to provide the appointee with a user name to gain entry to the online meeting.

as my/our proxyholder with full power of substitution and to attend, act and to vote for and on behalf of the holder in accordance with the following direction (or if no directions have been given, as the proxyholder sees fit) and on all other matters that may properly come before the Annual General and Special Meeting of shareholders of the Company to be held in a virtual-only format via live audio webcast online at https://web.lumiagm.com/431696046 on Friday, June 11, 2021 at 2:00 pm (PDT) and at any adjournment or postponement thereof.

VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.

										For	Against
1. Number of Directors To Set the Number of Directors at Nine
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2. Election of Directors
For Withhold					For	Withhold				For	Withhold
01. Mr. Kevin Bullock			02. Mr. Robert Cross					03. Mr. Robert Gayton
04. Mr. Clive Johnson			05. Mr. George Johnson					06. Ms. Liane Kelly
07. Mr. Jerry Korpan			08. Mr. Bongani Mtshisi					09. Ms. Robin Weisman
										For	Withhold
3. Appointment of Auditors Appointment of PricewaterhouseCoopers LLP as Auditors		of	the Company for the ensuing year and authorizing the Directors to fx their remuneration.
										For	Against
4. Confrmation and Approval of the Amended Advance Notice Policy To approve the amended Advance Notice Policy as defned and more particularly described in the Management Information								Circular.
										For	Against
5. Re-Approval of 2018 Stock Option Plan To approve certain matters relating to the Company’s 2018 Stock Option Plan as defned and more particularly described in								the Management Information Circular.				Fold
										For	Against
6. Advisory Vote on Executive Compensation
To approve a non-binding advisory resolution accepting the Company’s approach to executive compensation, as described in the Management Information Circular.
Signature of Proxyholder			Signature(s)						Date
I/We authorize you to act in accordance with my/our instructions set out above. I/We hereby
revoke any proxy previously given with respect to the Meeting.If no voting instructions are indicated above, and the proxy appoints the Management Nominees, this Proxy will be voted as recommended by Management.									MM /DD /YY
Interim Financial Statements– Mark this box if you			Annual Financial Statements –Mark this box if		you
would like to receive Interim Financial Statements and			would like to receive the Annual Financial Statements and
accompanying Management’s Discussion and Analysis			accompanying Management’s Discussion and Analysis
by mail.			by mail.

If you are not mailing back your proxy, you may register online to receive the above financial report(s) by mail at www.computershare.com/mailinglist.

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