This Circular contains certain historical information regarding the compensation decision-making process and the compensation paid by Barrick to “Named Executive Officers” (NEOs) and directors for the year ended December 31, 2018, including for directors who served on the Barrick Board prior to the Merger but were not appointed as directors following the Merger.

For the purposes of this Circular, we refer to our 2018 NEOs, other than our Executive Chairman (i.e., the former President; Senior Executive Vice-President, Strategic Matters; former Executive Vice-President and Chief Financial Officer; and former Chief Investment Officer), as Named Partners. Our Named Partners (together with all other partners) participate (or, if applicable, participated) in Barrick’s Partnership Plan, which includes eligibility for the Annual Performance Incentive (API) Program, the PGSU Plan, and the Partner Change in Control Severance Plan (Change in Control Plan). The Executive Chairman is an NEO, but not a partner, and is not eligible to participate in the Partnership Plan.

Business of the Meeting

We are asking our shareholders to vote on the matters below. The Board recommends that you vote FOR all of these resolutions.

  • Elect eight director nominees
  • Appoint PwC as our auditor for 2019
  • Approve our non-binding advisory vote on our approach to executive compensation

Your vote is important. You are eligible to vote if you were a shareholder of record at the close of business on March 8, 2019. To make sure your Barrick Shares are represented at the Meeting, you may cast your vote in person or by submitting your proxy or voting instruction form. Please see Voting Procedures for more details on how you can vote.