Schedule D: Key Characteristics of the Restricted Share Unit (RSU) Awards

Characteristics Description
Maximum Potential Award 100% of the target number of RSUs granted.
Minimum Award 100% of the target number of RSUs granted, subject to clawback.
Term 33 months (for RSUs granted in October 2017, October 2016, August 2015).
Vesting Criteria Vest up to three years from the date of grant.
Committee Discretion The Compensation Committee has the discretion to designate the vesting date for RSUs at the time of grant, which may result in grants that vest in less than three years.
Pricing at Time of Grant Conversion from dollar value to units based on the closing price of Barrick Shares on the trading day immediately preceding the date of grant on the TSX.
Dividend Equivalents Credited as additional units during the vesting period, at the same rate as the dividends paid on Barrick Shares.
Payout Value At vesting, each RSU award (grant plus dividend equivalents) will have a value equal to the average closing price in Canadian dollars of Barrick Shares on the TSX during the last five trading days prior to the vesting date. The Compensation Committee has the discretion to adjust awards in unusual circumstances.
Form of Settlement The Compensation Committee has the discretion to designate the form of settlement for RSUs at the time of grant, which may result in grants settled in cash or in After-Tax Shares upon vesting.
Clawback RSUs are subject to the Clawback Policy. For details, the full text of our Clawback Policy is available on our website at www.barrick.com/about/governance.