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OceanaGold Corporation Proxy Solicitation & Information Statement 2020

May 26, 2020

46039_rns_2020-05-26_4635b634-5716-457e-a608-db8f08288205.pdf

Proxy Solicitation & Information Statement

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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 June 19, 2020

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 persons 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 must sign this proxy with signing capacity stated, and you may be required to provide documentation evidencing your power to sign this proxy.

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

  4. If this proxy is not dated, it will be deemed to bear the date on which it is mailed by Management to the holder.

  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, 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 and, if the holder has 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 or other matters that may properly come before the meeting or any adjournment or postponement thereof.

  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 9 AM (Australian Eastern Standard Time) on Wednesday, June 17, 2020

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

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To Receive Documents To Virtually Attend Electronically the Meeti ~~n~~ g

To Vote Using the Telephone

To Vote Using the Internet

  • Call the number listed BELOW from a touch tone telephone.

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

  • 1-866-732-VOTE (8683) Toll Free • Scan the QR code Smartphone? electronically by visiting www.investorcentre.com and clicking at entering the Meeting ID further information on the virtual AGM, 376-149-122 . For to vote now. the bottom of the page. please view the AGM user guide athttp://www.oceanagold.com/investor-centre/ corporate-reports/.

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

01M3UC

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Appointment of Proxyholder

I/We being holder(s) of OceanaGold Corporation hereby appoint: Michael H L Holmes, President and CEO, or Liang Tang, Executive Vice President, General Counsel & Company Secretary,

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 and your appointee intends to attend and vote at the online virtual meeting, YOU MUST go to https://www.computershare.com/ oceanagold 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 username and password to gain entry to and vote at the virtual meeting. If the appointee is attending the physical meeting, this step is NOT required.

as my/our proxyholder with full power of substitution and to attend, act and to vote for and on behalf of the shareholder in accordance with the following direction (or if no directions have been given, as the proxyholder sees fit) and all other matters that may properly come before the Annual General and Special Meeting of shareholders of Oceanagold Corporation to be held at Level 14, 357 Collins Street, Melbourne in Australia and online via live webcast at https://web.lumiagm.com/376149122, on June 19, 2020 at 9 AM (Australian Eastern Standard) and at any adjournment or postponement thereof.

VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.

For Against Fold
1. Number of Directors
To Set the Number of Directors atsix.
2. Election of Directors
For Withhold For Withhold For Withhold
1. Ian M. Reid 2. Paul B. Sweeney 3. Geoff W. Raby
4. Craig J. Nelsen 5. Catherine A. Gignac 6. Michael H. L. Holmes
For Withhold
3. Appointment of Auditors
Appointment of PricewaterhouseCoopers
to fx their remuneration.
as the auditor of the Company to hold offce until the next annual meeting of shareholders and authorising the Directors
For Against

4. Non-Binding Advisory Vote on Executive Compensation

Approval of a non-binding advisory resolution accepting the approach to executive compensation disclosed in the Company’s accompanying Management Information Circular.

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Signature(s) Date Authorized Signature(s) – This section must be completed for your instructions to be executed. 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 MM / DD / YY indicated above, this Proxy will be voted as recommended by Management.

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.

In consideration of our environment and to reduce administrative costs associated with mailing and posting we strongly encourage our shareholders to consent to the electronic delivery of financial information or access financial information online at the Company’s website at https://www.oceanagold.com/investor-centre/financial-results/ or at www.sedar.com.

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A R 1

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01M3VC