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Barrick Mining Corporation — Proxy Solicitation & Information Statement 2023
Mar 31, 2023
42555_rns_2023-03-31_aa4c39ca-4b82-4dc6-b764-a196365b709d.pdf
Proxy Solicitation & Information Statement
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PROXY
FOR USE AT THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 2, 2023
The undersigned holder of common shares of BARRICK GOLD CORPORATION ("Barrick") hereby appoints John L. Thornton, the Executive Chairman of Barrick, or failing him, J. Brett Harvey, Lead Director, or failing him, D. Mark Bristow, the President and Chief Executive Officer, or instead of any of the foregoing, as the proxyholder of the
undersigned, with full power of substitution, to attend, vote and otherwise act for and on behalf of the undersigned at the Annual Meeting of the Shareholders of Barrick to be held on May 2, 2023, at 10:00 a.m. Toronto time, and at any postponed or adjourned meeting, to the same extent and with the same power as if the undersigned was personally present at the said meeting or such postponement or adjournment thereof and, without limiting the generality of the power hereby conferred, the said proxyholder is specifically directed to vote all shares of Barrick registered in the name of the undersigned as indicated below.
The Board of Directors and management recommend that shareholders VOTE FOR items 1, 2 and 3 below:
1. ELECTION OF DIRECTORS
01 D. M. Bristow FOR WITHHOLD 07 B. L. Greenspun FOR WITHHOLD 02 H. Cai FOR WITHHOLD 08 J. B. Harvey FOR WITHHOLD 03 G. A. Cisneros FOR WITHHOLD 09 A. N. Kabagambe FOR WITHHOLD 04 C. L. Coleman FOR WITHHOLD 10 A. J. Quinn FOR WITHHOLD 05 I. A. Costantini FOR WITHHOLD 11 M. L. Silva FOR WITHHOLD 06 J. M. Evans FOR WITHHOLD 12 J. L. Thornton FOR WITHHOLD
- RESOLUTION APPROVING THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP as the auditor of Barrick and authorizing the directors to fix its remuneration
FOR
WITHHOLD FROM VOTING
- ADVISORY RESOLUTION ON APPROACH TO EXECUTIVE COMPENSATION
FOR AGAINST
The proxyholder appointed above has the authority to vote the shares represented by this proxy in his or her discretion on any amendments or variations to the foregoing and on any other matters (other than matters which are to come before the meeting and which are the subject of another proxy executed by the undersigned) which may properly come before the meeting or any postponement or adjournment thereof.
This proxy is solicited on behalf of the management of Barrick. Shareholders have the right to appoint a person to attend and act on their behalf at the Annual Meeting other than the persons designated above and may exercise such right by inserting the name of their designated proxyholder in the blank space provided above for that purpose.
DATED this ________________________________ day of __________________________________, 2023
Signature of Shareholder Name of Shareholder (please print as registered)
NOTES:
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This proxy form must be signed and dated by the shareholder or his or her attorney authorized in writing or, if the shareholder is a corporation, by an officer or attorney thereof duly authorized. If the proxy form is not dated in the space provided, it is deemed to bear the date on which it is mailed by the management of Barrick.
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If no specification has been made with respect to the voting on the resolution referred to in items 1, 2 or 3 above, the proxy nominees are instructed to vote the shares represented by this proxy on such matter and in favour of the resolution referred to in items 1, 2 and 3.
CONTINUED ON NEXT PAGE
- To be effective, this proxy must be deposited (1) by mail to the office of the Company's transfer agent, TSX Trust Company, at the address on the envelope provided herewith; (2) by personal delivery to TSX Trust Company, Proxy Dept., 100 Adelaide Street West, Suite 301, Toronto, Ontario M5H 4H1; (3) by facsimile at 416-368-2502 or 1-866-781-3111; (4) via telephone at 1-888-489-5760; or (5) via the Internet at www.meeting-vote.com, in each case not later than 5:00 p.m., Toronto time, on Friday, April 28, 2023, or the second-last business day before any adjourned or postponed meeting.
REQUEST FOR QUARTERLY AND ANNUAL REPORTS
Barrick’s quarterly reports and Annual Report, including financial statements and related MD&A, are available to shareholders at www.barrick.com/investors on the day they are released, but if you wish to receive the quarterly reports for 2023 and/or next year’s Annual Report by mail, please mark the boxes below. If you do not mark the box and return this form, you will NOT receive these reports by mail.
- I wish to receive the 2023 quarterly reports I wish to receive the Annual Report in 2024
I wish to receive the selected reports by email; my email address is ________________________________________