Barrick Gold (GOLD) 6-KCurrent report (foreign)

Exhibit 99.1

Notice of AnnualMeeting ofShareholdersMay 3, 2022 Barrick Gold CorporationINFORMATION CIRCULAR

Inside this Circular

Notice of 2022 Annual Meeting

Fellow Shareholders:

You are invited to attend Barrick’s 2022 Annual Meeting of Shareholders (the Meeting) at which you will be asked to vote:

Shareholders will also transact any other business properly brought before the Meeting.

Barrick’s Board of Directors has approved the contents of this Notice and Circular and the sending of this Notice and Circular to our shareholders, each of our directors, and our auditor. Due to the global Covid-19 pandemic, Barrick will be convening and conducting a virtual Meeting as it did last year. Should circumstances in the coming weeks change making an in-person Meeting feasible, Barrick intends to make available a physical meeting location which will allow shareholders to attend and vote at the Meeting in person if they wish to do so. At the virtual Meeting, registered shareholders, non-registered (or beneficial) shareholders, and their duly appointed proxyholders will be able to participate, ask questions, and vote in “real time” through an online portal. Non-registered shareholders must carefully follow the procedures set out in the Circular in order to vote virtually and ask questions through the live webcast. Non-registered shareholders who do not follow the procedures set out in the Circular will nonetheless be able to view a live webcast of the Meeting, but will not be able to ask questions or vote.

The decision to conduct a virtual Meeting and make a physical meeting location available if circumstances allow was made with the health and safety of Barrick’s shareholders, employees, and community in mind. As a Company of Owners, Barrick places significant importance on in-person engagement with its shareholders. We will continue to monitor conditions in light of Covid-19 and determine whether it is safe and appropriate to add an in-person component closer to the date of the Meeting. If an in-person Meeting is held, details will be provided by press release. Regardless of whether Barrick is able to convene an in-person Meeting this year, Barrick intends to return to a hybrid meeting format (physical/virtual) which may be attended in person or, in the case of registered shareholders, through an online video portal, as soon as public health officials determine that it is safe to do so.

Your vote is important. As a shareholder, it is very important that you read this material carefully and then vote your common shares of Barrick (Barrick Shares). You are eligible to vote your Barrick Shares if you were a shareholder of record at the close of business on March 4, 2022. You may vote virtually or by proxy. See page 5 for further instructions on how you can vote.

By Order of the Board of Directors,

Dana W. Stringer

Vice-President, Corporate Secretary and Associate General Counsel

March 25, 2022

Key Terms

Meeting and Voting Information

Proxy Solicitation and Meeting Materials

How we will solicit proxies

Your proxy is being solicited on behalf of Barrick’s management in connection with the meeting to be held on May 3, 2022 (the Meeting). Management will solicit proxies primarily by mail, but proxies may also be solicited personally by telephone by employees of the Company. We have retained the services of Kingsdale Advisors (Kingsdale) to assist in soliciting proxies by mail and telephone for estimated aggregate fees of approximately $47,250, plus distribution costs and other expenses. Our contractual arrangements with Kingsdale provide for additional fees to be payable in certain circumstances. The costs of preparing and distributing the Meeting materials and the cost of soliciting proxies will be borne by the Company.

How we use Notice and Access

Since 2013, we have distributed our information circular for our annual meeting and related proxy form to our shareholders by sending them a notice of electronic availability of such circular. The notice of electronic availability in respect of the Meeting provides instructions on how to access and review an electronic copy of our 2022 information circular for the Meeting (the Circular) and instructions on voting by proxy at the Meeting. This process is known as Notice and Access.

How meeting materials will be delivered to shareholders

The proxy materials are sent to our registered shareholders through our transfer agent, TSX Trust. We generally do not send our proxy materials directly to non-registered shareholders and instead use the services of Broadridge Investor Communications Corporation (Broadridge) who acts on behalf of intermediaries to send proxy materials. We intend to pay intermediaries to send proxy materials and voting instruction forms to objecting non-registered shareholders.

Meeting Procedures

Attending the Meeting

		Date:		May 3, 2022
		Time:		10:00 a.m. (Toronto time)
		Location:		https://web.lumiagm.com/476307397

Why is Barrick holding a virtual-only Meeting?

Due to the ongoing unprecedented public health concerns related to the global Covid-19 pandemic, and to mitigate the health risks to our shareholders, employees, and other stakeholders, Barrick has again decided to hold a virtual-only Meeting this year, which will be conducted via live webcast.

Although Barrick is planning a virtual-only Meeting at this time, as a Company of Owners, Barrick places significant importance on in-person engagement with its shareholders. For this reason, should circumstances in the coming weeks allow and public health officials deem it safe and appropriate, Barrick intends to make available a physical meeting location which will allow shareholders who wish to attend and vote at the Meeting in person to do so. This will be in addition to allowing shareholders to participate online as described in this Circular. If an in-person Meeting becomes possible, and Barrick is able to proceed with a hybrid format (physical/virtual) as it has in past years, Barrick will communicate full details to its shareholders by press release in advance of the Meeting date. Regardless of whether Barrick is able to hold an in-person Meeting this year, Barrick intends to return to a hybrid meeting format (physical/virtual) once public health officials determine that it is safe to do so.

If Barrick is able to hold an in-person component of the Meeting, shareholders who wish to attend and vote at the Meeting in person should see “Voting Procedures” below for additional information.

How many shareholders are needed to reach a quorum?     

We need to have at least two people present at the Meeting who hold, or represent by proxy, in aggregate, at least 25% of the issued and outstanding Barrick Shares entitled to be voted at the Meeting. On March 24, 2022, the Company had 1,779,356,248 Barrick Shares outstanding. Each Barrick Share is entitled to one vote. Shareholders who participate in and/or vote at the Meeting virtually are deemed to be present at the Meeting for all purposes, including quorum.

Does any shareholder beneficially own 10% or more of the issued and outstanding Barrick Shares?

To the knowledge of the directors and senior officers of the Company, as of March 24, 2022, no person beneficially owned, directly or indirectly, or exercised control or direction over, voting securities carrying 10% or more of the voting rights attached to the outstanding Barrick Shares.

Will Company employees vote their Barrick Shares at the Meeting?

Employees of Barrick are entitled to vote Barrick Shares beneficially owned by them, including those held in our equity compensation plans, at the Meeting. As of March 24, 2022, less than 1% of Barrick Shares were beneficially owned by employees through our equity compensation plans.

Voting Procedures

How do I vote my Barrick Shares?

How can I vote if I am a registered shareholder?

How can I vote if I am a non-registered shareholder?

		You will receive a voting instruction form that allows you to vote on the Internet, by telephone, by fax, or by mail. To vote, you should follow the instructions provided on your voting instruction form. Your intermediary is required to ask for your voting instructions before the Meeting. Please contact your intermediary if you did not receive a voting instruction form.
		Alternatively, you may receive from your intermediary a pre-authorized proxy form indicating the number of Barrick Shares to be voted, which you should complete, sign, date, and return as directed on the form.

Is there a deadline for my proxy to be received?

Yes. Whether you vote by mail, fax, telephone, or Internet, your proxy must be received by no later than 5:00 p.m. (Toronto time) on Friday, April 29, 2022. If the Meeting is adjourned or postponed, your proxy must be received by 5:00 p.m. (Toronto time) on the second-last business day before the reconvened meeting.

As noted above, if you are a non-registered shareholder, all required voting instructions must be submitted to your intermediary sufficiently in advance of this deadline to allow your intermediary time to forward this information to TSX Trust. Barrick reserves the right to accept late proxies and to waive the proxy cut-off deadline, with or without notice, but Barrick is under no obligation to accept or reject any particular late proxy.

How can I log in to the virtual Meeting?

Only shareholders of record at the close of business on March 4, 2022 and other permitted attendees may virtually attend the Meeting. Attending the Meeting virtually allows registered shareholders and duly appointed proxyholders, including non-registered shareholders who have duly appointed themselves or a third-party proxyholder, to participate, ask questions, and vote at the Meeting using the LUMI meeting platform. Guests, including non-registered shareholders who have not duly appointed themselves or a third party as proxyholder, can log into the virtual Meeting as a guest. Guests may listen to the Meeting, but will not be entitled to vote or ask questions.

During the Meeting, you must ensure you are connected to the Internet at all times in order to vote when polling is commenced on the resolutions put before the Meeting. It is your responsibility to ensure Internet connectivity. You will also need the latest version of Chrome, Safari, Edge, or Firefox. Please do not use Internet Explorer. As internal network security protocols (such as firewalls and VPN connections) may block access to the LUMI meeting platform, please ensure that you use a network that is not restricted to the security settings of your organization or that you have disabled your VPN setting. It is recommended that you log in at least one hour before the Meeting.

Will the virtual-only Meeting format limit my ability to ask questions?

At the virtual Meeting, registered shareholders, non-registered (or beneficial) shareholders, and their duly appointed proxyholders will be able to ask questions in “real time” through the online Meeting portal by sending a written message to the chair of the Meeting through the LUMI meeting platform. To ensure you have the ability to ask questions during the Meeting, it is important that you follow the instructions set out above under the heading “Voting Procedures”. The Company values shareholder feedback and expects that shareholders will have substantially the same opportunity to ask questions of the Board and management at the virtual-only Meeting as in prior years when it was possible to attend meetings either in person or online.

How will my Barrick Shares be voted if I return a proxy?

By completing and returning a proxy, you are authorizing the person named in the proxy to attend the Meeting and vote your Barrick Shares on each item of business according to your instructions. If you have appointed the designated directors or officers of Barrick as your proxy and you do not provide them with instructions, they will vote your Barrick Shares as follows:

What happens if there are amendments, variations, or other matters brought before the Meeting?

Your proxy authorizes your proxyholder to act and vote for you on any amendment or variation of any of the business of the Meeting and on any other matter that properly comes before the Meeting. Your proxy is effective at any continuation following an adjournment of the Meeting. As of March 24, 2022, no director or officer of the Company is aware of any variation, amendment, or other matter to be presented for a vote at the Meeting.

What if I change my mind?

You can revoke a vote you made by proxy by:

If you are a registered shareholder, you can also revoke a vote you made by sending a notice in writing from you or your authorized attorney to our Corporate Secretary so that it is received before 5:00 p.m. (Toronto time) on April 29, 2022, or by giving notice in writing from you or your authorized attorney to the Chair of the Meeting, at the Meeting or at any adjournment.

Is my vote by proxy confidential?

Yes. All proxies are received, counted, and tabulated independently by TSX Trust, our transfer agent, or Broadridge, in a way that preserves the confidentiality of shareholder votes, except:

Other Important Information

If an in-person Meeting is held, what are the admission requirements?

Only shareholders of record at the close of business on March 4, 2022 and other permitted attendees may attend the Meeting. In order to attend the Meeting, you or your proxyholder is required to see a representative of TSX Trust before entering to register your attendance. You must present proof of your ownership of Barrick Shares as of the record date and a valid government-issued photo identification at the entrance of the Meeting. Beneficial owners of shares held in “street name” in an account at a brokerage firm, bank, broker-dealer or other similar organization will need to bring a copy of a brokerage statement reflecting their share ownership as of the record date. No cameras, recording equipment, electronic devices, use of cell phones or other mobile devices, large bags or packages are permitted at the Meeting. If you do not provide photo identification or comply with the other procedures outlined here, you will not be admitted to the Meeting.

What is the deadline for making a shareholder proposal at the next annual meeting?

The final date for submission of proposals to shareholders for inclusion in the information circular in connection with next year’s annual shareholders’ meeting is February 3, 2023.

Are any shareholder proposals being considered at the Meeting?

There are no shareholder proposals being considered at the Meeting.

How do I nominate a candidate for election as a director at the Meeting?

Barrick’s Articles set out advance notice procedures for director nominations, which require advance notice to the Company by any shareholder who intends to nominate any person for election as a director of the Company other than pursuant to (a) a requisition of a general meeting made pursuant to the provisions of the BCBCA, (b) a proposal made pursuant to the provisions of the BCBCA, or (c) a nomination by or at the direction of the Board, including pursuant to a notice of the meeting. Among other things, the Articles fix a deadline by which shareholders must notify the Company of their intention to nominate directors and set out the information that shareholders must provide in the notice for it to be valid. These requirements are intended to provide all shareholders with the opportunity to evaluate and review all proposed nominees and vote in an informed and timely manner regarding said nominees. The Articles are available on our website at www.barrick.com, SEDAR at www.sedar.com, and EDGAR at www.sec.gov. As of March 24, 2022, the Company has not received any notice of a shareholder’s intention to nominate directors at the Meeting pursuant to the “Nomination of Directors” provisions of the Articles.

Where can I review financial information relating to the Company?

Our financial information is contained in our comparative audited annual financial statements for the year ended December 31, 2021, and related Management Discussion & Analysis, both of which can be found in our 2021 Annual Report on SEDAR at www.sedar.com or at www.barrick.com/investors/agm.

How do I obtain copies of the Company’s disclosure documents?

If you would like to receive our Annual Report by mail next year, you can do so by checking the appropriate box included on your form of proxy or your voting instruction form.

If you have not previously indicated that you would like to receive our 2021 Annual Report by mail and would like to receive a copy, please contact TSX Trust by email at shareholderinquiries@tmx.com. Alternatively, please call TSX Trust toll-free at 1-800-387-0825 from Canada and the United States or collect at 416-682-3860 from other locations.

Barrick will provide to any person, upon request to our Investor Relations Department, a copy of our 2021 Annual Report, our latest Annual Information Form, and this Circular. Our public disclosure documents are also available on our website at www.barrick.com, on SEDAR at www.sedar.com, and on EDGAR at www.sec.gov.

Business of the Meeting

Barrick’s Financial Statements

We will place before the Meeting our consolidated financial statements, including the related auditor’s report, for the year ended December 31, 2021. Our financial statements are included in our 2021 Annual Report. The 2021 Annual Report will be mailed to shareholders who request a copy. Our financial statements are also available on our website at www.barrick.com, on SEDAR at www.sedar.com, and on EDGAR at www.sec.gov.

Electing Directors

You will be electing a Board of Directors consisting of 11 members. Please refer to the section entitled “Directors” on page 35 of this Circular for biographies and more information on the nominees. Directors elected at the Meeting will serve until the end of our next annual shareholders’ meeting or until their resignation, if earlier.

		The Board recommends a vote FOR all the director nominees.

If Mark Bristow, John L. Thornton or J. Brett Harvey is your proxyholder and you have not given instructions on how to vote your Barrick Shares, he will vote “FOR” the election of the 11 nominees named in this Circular. If a proposed nominee is unable to serve as a director or withdraws his or her name, the individuals named in your form of proxy or voting instruction form reserve the right to nominate and vote for another individual in their discretion.

Majority Voting

Barrick has adopted a majority voting policy, as described in its Corporate Governance Guidelines available on our website at www.barrick.com/about/governance. Any nominee proposed for election as a director in an uncontested election who receives a greater number of votes withheld than votes in favor of his or her election must promptly tender his or her resignation to the Executive Chairman, or in the case of the Executive Chairman, to the Lead Director. Any such resignation will take effect on acceptance by the Board. This policy applies only to uncontested elections of directors where the number of nominees is equal to the number of directors to be elected. The ESG & Nominating Committee will expeditiously consider the director’s offer to resign and make a recommendation to the Board on whether it should be accepted, provided that the resignation must be accepted absent exceptional circumstances. The Board will have 90 days to make a final decision and will announce such decision by press release, a copy of which will be provided to the TSX in accordance with Barrick’s standard procedure. The affected director will not participate in any Committee or Board deliberations relating to the tendered resignation.

Appointing the Auditor

		The Board recommends a vote FOR the appointment of PwC as Barrick’s auditor.

PricewaterhouseCoopers LLP (PwC) has been our external auditor since 1983. The Board, on the recommendation of the Audit & Risk Committee, recommends that PwC be reappointed as auditor and that the Board be authorized to set the auditor’s remuneration. The audit firm appointed at the Meeting will serve until the end of the Company’s next annual shareholders’ meeting.

If Mark Bristow, John L. Thornton or J. Brett Harvey is your proxyholder and you have not given instructions on how to vote your Barrick Shares, he will vote “FOR” the appointment of PwC as Barrick’s auditor.

What were PwC’s fees for 2021 and 2020? ⁽¹⁾

The Audit & Risk Committee has adopted a Policy on Pre-Approval of Audit, Audit-Related, and Non-Audit Services (Audit Services Policy) for the pre-approval of services performed by Barrick’s auditor. The objective of the Audit Services Policy is to specify the scope of services permitted to be performed by the Company’s auditor and to ensure that the independence of the Company’s auditor is not compromised through engaging the auditor for other services. All services provided by the Company’s auditor are pre-approved by the Audit & Risk Committee as they arise or through an annual pre-approval of services and related fees. All services performed by Barrick’s auditor comply with the Audit Services Policy and professional standards and securities regulations governing auditor independence. For additional information regarding the mechanisms Barrick has adopted to ensure auditor independence, please see “Procedures for Complaints Regarding Accounting Matters and Auditor Independence Mechanisms” in Schedule A of this Circular.

Say on Pay Advisory Vote

The Board has adopted a non-binding advisory vote relating to executive compensation to solicit feedback on our approach to executive compensation. The say on pay advisory vote held in 2021 was supported with the approval of 91.41% of those shareholders present at our 2021 annual meeting and voting in person, virtually via the live webcast, or by proxy. Shareholders have the opportunity to vote “For” or “Against” the Company’s approach to executive compensation through the following advisory resolution:

“RESOLVED, on an advisory basis and not to diminish the role and responsibilities of the Board of Directors, that the shareholders accept the approach to executive compensation disclosed in Barrick’s Information Circular relating to the 2022 Annual Meeting of Shareholders.”

Since this vote is advisory, it will not be binding on the Board. The Board remains fully responsible for its compensation decisions and is not relieved of this responsibility by a positive or negative vote. However, the Board and the Compensation Committee will consider the outcome of the vote as part of their ongoing review of executive compensation and shareholder engagement feedback. The Company plans to hold an advisory vote on our approach to executive compensation on an annual basis.

		The Board recommends a vote FOR the approval of the advisory vote on executive compensation.

If Mark Bristow, John L. Thornton or J. Brett Harvey is your proxyholder and you have not given instructions on how to vote your Barrick Shares, he will vote “FOR” the approval of the advisory vote on executive compensation.

Other Business

Following the conclusion of the formal business to be conducted at the Meeting, we will invite questions and comments from shareholders and proxyholders participating through the LUMI meeting platform (and attending the Meeting in person if circumstances allow).

As of the date of this Circular, management is not aware of any changes to the items listed above and does not expect any other business to be brought forward at the Meeting. If there are changes or new business, your proxyholder can vote your Barrick Shares on these items as he or she sees fit.

Our Commitment to Corporate Governance

The following sections provide an overview of how we have continued to build the right Board with experience and expertise that complements our strategy, how we approach corporate governance, how our Board oversees enterprise-wide risks, and how we approach our sustainability governance and human capital management.

Schedule A of this Circular contains a detailed description of our corporate governance practices in accordance with the applicable rules and standards of the Canadian Securities Administrators, the Toronto Stock Exchange (TSX), and the New York Stock Exchange (NYSE). We are committed to our governance practices being state-of-the-art and generally abide by the rules of the NYSE Standards, even though most of them do not directly apply to Barrick as a Canadian company.

Board Composition and Refreshment

Barrick has nominated 11 directors for election at the Meeting who collectively represent the necessary mosaic of skills and experience that is relevant to our business and who serve as a voice of owners, by developing strategic priorities to create long-term value per share and ensuring that Barrick successfully executes these strategic priorities. Our Board includes international business leaders and mining industry professionals with expertise and experience working in all the jurisdictions in which Barrick operates and brings together diverse viewpoints and perspectives, exhibiting the skills, professional experience, and backgrounds necessary to best address the opportunities, challenges, and risks of our business.

The Board will continue to advance state-of-the-art governance practices, including a rigorous annual evaluation process, which encompasses peer reviews and an assessment of the effectiveness of the Executive Chairman, the Lead Director, and our Board committee chairs.

In furtherance of our commitment to thoughtful Board renewal and diversity, we have appointed six new directors to the Board since the closing of the Merger on January 1, 2019, including three diverse women directors – Ms. Loreto Silva, Ms. Anne Kabagambe, and Ms. Helen Cai in August 2019, November 2020, and November 2021, respectively – following a rigorous search and selection process overseen by our ESG & Nominating Committee. This evolution of our Board demonstrates our commitment to refreshing our Board and increasing the diversity of our directors in line with the aspirational target set forth in our Diversity Policy for women to represent at least 30% of directors by the end of 2022.

Standing for election for the first time at the Meeting, Ms. Helen Cai is a finance and investment professional with close to two decades of experience in capital markets. She brings to the Board a deep understanding of China, the leading producer and consumer of gold and the biggest driver of copper demand in the world, which complements Barrick’s strategic partnerships with Chinese mining companies in Argentina and Papua New Guinea and is a distinctive competitive advantage for Barrick as we continue to compete for Tier One opportunities across the globe. Ms. Cai was the most qualified candidate identified during an extensive recruitment process undertaken by the ESG & Nominating Committee in light of the needs of the Board and the priorities of the Company. Her appointment also increases the proportion of our independent directors to 82% and the proportion of our female directors to 27% of our Board and one-third of our independent directors. For more details on the director search and selection process, see “Corporate Governance – Board Composition and Nomination of Directors” in Schedule A of this Circular, and for more details on our Diversity Policy, see “Diversity Initiatives” in Schedule A of this Circular.

Board and Senior Leadership Structure

John L. Thornton serves as Executive Chairman of Barrick, providing leadership at the Board level and guiding business decisions on a macro level. Mark Bristow is President and Chief Executive Officer, overseeing the day-to-day operations of the business. Graham Shuttleworth is Senior Executive Vice-President, Chief Financial Officer and Kevin Thomson serves as Senior Executive Vice-President, Strategic Matters.

The respective duties, responsibilities, and relationships among the Board, the Executive Chairman, and the President and Chief Executive Officer are described in greater detail below.

Board of Directors

In carrying out its oversight function, our Board of Directors, as the voice of all owners, reviews with management and sets the Company’s priorities in keeping with our purpose and values. See “Board Mandate and Responsibilities” in Schedule A of this Circular.

Executive Chairman

The Executive Chairman is appointed by the Board. His primary functions include providing leadership and direction to the Board, facilitating the functions and responsibilities of the Board according to its mandate, and assuming responsibility for the strategic initiatives of Barrick outlined below. In addition to the responsibilities applicable to all other directors, the Executive Chairman’s responsibilities include, among other things, working with the Board and the President and Chief Executive Officer to develop strategies for the Company’s future growth, to ensure that Barrick’s operations are managed according to best-in-class practices, and to maintain strong and constructive relationships with strategic partners, including host governments and stakeholders in countries of critical importance to Barrick. See “Our Governance and Leadership Structure – Executive Chairman” in Schedule A of this Circular.

President and Chief Executive Officer

The President and Chief Executive Officer is appointed by the Board and reports to the Executive Chairman and the Board. The President and Chief Executive Officer has overall responsibility, subject to the oversight of the Executive Chairman and the Board, for managing the Company’s business on a day-to-day basis and monitoring operational performance, general supervision of the business of the Company and the execution of the Company’s operating plans and, working with the Executive Chairman, execution of the Company’s strategic priorities. The President and Chief Executive Officer is responsible for managing the Company’s internal control framework and reporting to the ESG & Nominating Committee on Barrick’s progress towards its corporate responsibility objectives. Among other things, the President and Chief Executive Officer is also responsible for overseeing our decentralized management ethos with a strong ownership culture, and maintaining a streamlined management and operational structure to eliminate non-essential costs. See “Our Governance and Leadership Structure – President and Chief Executive Officer” in Schedule A of this Circular.

Regionally-Focused Leadership Teams

Under the oversight of the President and Chief Executive Officer, Barrick has implemented a flat management structure with a strong ownership culture through the establishment of regionally-focused leadership teams in each of the geographies where Barrick operates (i.e., North America, Latin America and Asia Pacific, and Africa and the Middle East). By delegating authority to the executives and teams that are directly responsible for overseeing these regions, while streamlining management and operations to eliminate non-essential costs, Barrick expects to be better positioned to deliver long-term value to its shareholders.

In addition, Barrick has established leadership teams whose responsibility is to focus on: (i) finance, risk management, business assurance, information technology, and supply chain; (ii) strategic matters; (iii) exploration and geology; (iv) mineral resource management; (v) metallurgy, engineering, and capital projects; (vi) health, safety and environment, and sustainability; (vii) legal; (viii) human resources; (ix) corporate communications; (x) commercial and supply chain; and (xi) mining. Each of these teams, together with the regional operating teams, reports directly to the President and Chief Executive Officer whose objective is to ensure the seamless operation of the entire organization with a view to driving value creation.

Director Search Process

We identify director candidates through a rigorous search and selection process overseen by our ESG & Nominating Committee. As required, Barrick retains an external search firm to identify potential candidates. The aim of this process is to supplement the Board with individuals possessing complementary skills. In particular, consistent with our Diversity Policy, Barrick remains committed to increasing the gender diversity of the Board as it continues to seek out directors whose skills, professional experiences, and backgrounds are able to best address the opportunities, challenges, and risks of our business. With the appointment of Ms. Helen Cai in November 2021, a highly qualified female director with close to two decades of experience in capital markets and a deep understanding of China, women represent 27% of the nominees to our Board and one-third of our independent directors. The Board remains highly focused on its initiative of ongoing Board renewal and its commitment to increasing diversity. See “Our Commitment to Corporate Governance – Board Composition and Refreshment” on page 26, and for more details on our Diversity Policy, see “Diversity Initiatives” in Schedule A of this Circular.

Our Approach to Corporate Governance

Attention: Investor Relations

Barrick Gold Corporation

TD Canada Trust Tower

Brookfield Place

161 Bay Street, Suite 3700

P.O. Box 212

Toronto, Ontario M5J 2S1

Phone: (416) 307-7474

Email: investor@barrick.com

Risk Oversight

The Board believes that an enterprise-wide approach to risk management allows the Company to assess and mitigate risks most efficiently and effectively. The Board therefore expects management to:

Through our decentralized structure, we have continued to accelerate the pace at which information flows between leadership and our mines. This nimble structure enhances our risk management processes by promoting faster information sharing and greater transparency. We hold a Weekly Executive Review, which is the main forum to raise and discuss risks facing the operations and organization more broadly. The Weekly Executive Review is held among the President and Chief Executive Officer and other key executives, including the Senior Executive Vice-President, Strategic Matters; Senior Executive Vice-President, Chief Financial Officer; our regional Chief Operating Officers; and senior management.

The Board and its committees are responsible for overseeing the Company’s enterprise risk and internal control frameworks, risk management and major financial risks and financial reporting exposures, the alignment of Barrick’s executive compensation programs with strategic priorities and the human capital strategy, and the development of risk management programs relating to Barrick’s environmental, health and safety, corporate social responsibility, security, and human rights exposures. The Audit & Risk Committee assists the Board in, among other things, overseeing the Company’s management of enterprise risks, including financial, operational, health and safety, geopolitical, climate, tax, and cybersecurity risks, as well as the implementation of policies and standards for monitoring and mitigating such risks.

During 2021, we continued to provide the Audit & Risk Committee with concise and relevant risk information to facilitate its oversight of key risks facing the Company and how they are being managed, including new, emerging, and long-term risks that may have a material impact on the Company’s business model and long-term prospects. In-depth briefings were delivered on specific topics to provide a more detailed understanding of risks and management’s risk mitigation strategies, where appropriate. For example, during 2021, in-depth briefings were provided to the Audit & Risk Committee on a range of topics, including the Company’s management of the Covid-19 pandemic and the mitigation of its impact on Barrick’s business; Barrick’s tax strategy and key legacy and emerging tax risks across Barrick’s portfolio of assets; Barrick’s engagement with its host countries to secure our license to operate, including the implementation of the framework and commencement agreements for the planned reopening of the Porgera mine in Papua New Guinea and the management of legacy issues associated with Tanzanian assets acquired by Barrick from Acacia Mining plc in 2019; and climate disclosures aligned with the recommendations of the Task Force on Climate-Related Financial Disclosures (TCFD). In addition, the Audit & Risk Committee received briefings from management on Barrick’s financial plan and dividend strategy, with a focus on ensuring liquidity and strength while delivering sustainable returns to shareholders, including a record $1.4 billion in cash returns paid to shareholders in 2021, inclusive of a $750 million return of capital distribution, and the Company’s new performance dividend policy and share repurchase program announced in February 2022. The Audit & Risk Committee also received a detailed report on Barrick’s cybersecurity strategy and key cyber-related risks at every meeting.

In addition, in August 2021, independent directors visited the Pueblo Viejo mine in the Dominican Republic to monitor operational progress and evaluate key issues and risks related to its plant expansion and mine life extension project.

For a more detailed description of our risk oversight processes, see “Risk Oversight” in Schedule A of this Circular.

Our Sustainability Vision, Mission, and Guiding Principles

Our corporate vision sets out what sustainability means at Barrick and is rooted in the belief that to operate successfully, we must deliver long-term value to all of our stakeholders and manage our impacts on the wider environment. Focusing on ESG management has long been of critical importance to Barrick and is entrenched in our Company DNA. Our commitments to respecting human rights, protecting the health and safety of our people and local communities, sharing the benefits of our operations, and managing our impact on the environment are core business issues, and are embedded in our decision-making processes and every facet of our operations.

Sustainability is a fundamental business priority. In 2021, Barrick retained its listing in the prestigious Dow Jones Sustainability Index’s (DJSI) World Index, ranking in the 95th percentile of all mining companies assessed. This is the 14th consecutive year Barrick has been listed in the DJSI World Index, in which 2,500 companies are evaluated against governance, social performance, environmental management, and economic contribution factors to identify the top 10% or “best in class” performers in every industry. The DJSI World Index is the longest-running global sustainability benchmark worldwide and has become the key reference point in sustainability investment. The on-the-ground impact of our significant focus on ESG management in our host communities and the environments in which we operate was acknowledged by Capital Finance International in its recognition of Barrick as having the “Best Sustainable Mining Strategy – Africa 2021” for the second year in a row. Among other things, this award recognized Barrick for its standout partnership philosophy and the work we have done to restore our social license to operate in Tanzania following our acquisition of Acacia Mining plc’s Tanzanian assets in 2019. Although we do not execute our sustainability vision to receive accolades, awards such as this highlight our commitments to environmental stewardship in our host communities.

Our Approach to Sustainability Governance

Sustainability is an essential part of our culture and has been firmly embedded in the organization. Just as the management of our mineral resources and mining operations are central to our business, so too is the management of the sustainability of our business. This means that the day-to-day ownership of sustainability risks and opportunities is in the hands of individual sites. Each site plays a role in identifying risks and opportunities, metrics, and targets that measure real progress and deliver real impacts both for the

business and for our stakeholders, including the countries in which we operate and our host communities. Site-level ownership is supported by regional sustainability leads, regional chief operating officers, and the Group Sustainability Executive.

We believe that our company-wide focus on ESG management is one of our core competitive advantages in the global competition to be the partner of choice for host communities and to attract investment and human capital. To underscore the important role of the Corporate Governance and Nominating Committee in overseeing our environmental, safety and health, corporate social responsibility and human rights programs, policies and performance, we renamed the Corporate Governance & Nominating Committee as the “Environmental, Social, Governance & Nominating Committee” in February 2022. We believe that this change in the committee’s name better reflects the breadth of its responsibilities and highlights the important role that this committee plays in overseeing Barrick’s sustainability culture. The mandate of the ESG & Nominating Committee is available on our website at www.barrick.com/about/governance.

The Environmental & Social Oversight Committee (E&S Committee) is our most senior management-level body dedicated to sustainability. The E&S Committee helps to connect site-level ownership of sustainability to management, and in turn to our Board, which has ultimate responsibility for sustainability. The committee is chaired by our President and Chief Executive Officer, and members include:

The E&S Committee meets on a quarterly basis to review sustainability performance and key performance indicators across our operations. It provides a forum to freely exchange information and learn from past sustainability successes and challenges experienced across each region. The E&S Committee meetings also include an ESG-focused site visit. In addition to monitoring feedback from ‘on-the-ground’ sustainability reviews, the E&S Committee’s third-party sustainability consultant conducts an independent sustainability appraisal of one Tier One Gold Asset each quarter. The President and Chief Executive Officer reviews the reports of the E&S Committee with the Board’s ESG & Nominating Committee, which is comprised entirely of independent directors. By bringing executive and Board level attention to key sustainability issues, we can identify concerns or opportunities at an early stage, manage risks, and drive continual improvements.

In addition to site-level ownership of sustainability opportunities and risks, sustainability is embedded in our Board governance structure. The Audit & Risk Committee assists the Board in overseeing the Company’s management of enterprise risks, including climate risk, as well as the implementation of policies and standards for monitoring and mitigating such risks. The Audit & Risk Committee also reviews the Company’s approach to climate change in the context of Barrick’s public disclosure. The ESG & Nominating Committee is responsible for overseeing Barrick’s policies, programs, and performance relating to the environment, including climate change, which is built into Barrick’s formal risk management process. The Compensation Committee assists the Board in ensuring that executive compensation is appropriately linked to our sustainability performance.

Our sustainability strategy has four main pillars:

As described above, we implement our sustainability strategy by blending top-down accountability, with bottom-up responsibility. These pillars, as well as additional highlights of our approach to sustainability and our sustainability achievements, are described below and in Schedule A of this Circular.

Human Rights

In December 2021, coinciding with the United Nations International Human Rights Day, we published our first, post-Merger, Human Rights Report. This report details how we embed our human rights policy throughout the organization and our commitment to respect human rights at every site. We have zero tolerance for human rights violations wherever we operate. We avoid causing or contributing to human rights violations and facilitate access to remedies. The report follows the United Nations Guiding Principles Reporting Framework and described some of the challenges faced and lessons learned as we work to continually improve our human rights performance.

Our commitment to respect human rights is fulfilled on the ground via our Human Rights Program, the fundamental principles of which include: monitoring and reporting; due diligence; training; and disciplinary action and remedy. We continue to provide security and human rights training to security forces across our sites. In 2021, we updated our human rights training program and developed a new Voluntary Principles on Security and Human Rights Standard. In February 2022, we filed our annual Voluntary Principles on Security and Human Rights Plenary Report, which included a full detailed report as part of a three-year reporting cycle.

Health and Safety

The health, safety, and well-being of our people, and providing the safest possible working environment is our highest priority. Our safety vision is “Every person going home safe and healthy every day.” Safety performance is integrated into weekly, monthly, and quarterly reporting. Safety performance is also discussed as a key part of weekly Executive Committee meetings, and regional operational meetings. As part of our efforts to continually improve our safety performance, we certified all our operating sites to ISO 45001 during 2021, and continued our rollout of the “Journey to Zero Harm” initiative that we launched in 2020. This initiative is focused on:

Despite our progress and rollout of the Journey to Zero Harm initiative, we fell short of our safety standard, with the tragic workplace fatalities of contractors at Hemlo in July 2021 and Tongon in September 2021. Nothing is more important to us than the health, safety, and well-being of our people. Any fatality is therefore unacceptable and a strong reminder that we still have work to do to achieve our goal of a zero harm workplace. In terms of other safety key performance indicators, our Lost Time Injury Frequency Rate (LTIFR) was 0.38 and our Total Recordable Injury Frequency Rate (TRIFR) was 1.47 for 2021, which represented a 13% improvement year-on-year.

Community Development and Benefit Sharing

Our commitment to our host countries and communities is to empower them economically through a partnership model. This means that we pay our fair share of taxes, prioritize local hiring and buying, and invest in community-led development initiatives. Barrick’s overarching Sustainable Development Policy and Social Performance Policy sets out the Company’s commitment to social and economic development, and is available on our website at www.barrick.com/sustainability/reports-and-policies.

Our ability to form and maintain partnerships is just as important to our success as our geological know-how, or engineering expertise. We believe that partnerships work best when they reflect realities and when they establish clear mutual interests and benefits. Accordingly, we have established Community Development Committees (CDCs) at all our operational mines. We maintain that each of our community partners best understands its own unique needs, and our community development model is based on development priorities as opposed to being solely linked to mine production. Each CDC is elected and made up of a mix of local leaders, representatives from local women’s and youth groups, and no more than one Barrick representative. During 2021, we contributed approximately $26.5 million to sustainable community investment projects. We have also continued to strengthen our relationships with our indigenous communities in Ontario, Nevada, and Chile.

Environmental Stewardship

Strong environmental management is a crucial building block of our business. Environmental issues with the greatest potential impact on the health and safety of local communities, such as how we use water, prevent incidents, and manage tailings, are at the top of our agenda.

Our environmental performance has continued with zero Class 1 Environmental Incidents or significant events in 2021. All operational sites are ISO 14001 accredited, with the focus now on maintaining their accreditation, and have achieved rehabilitation/reclamation targets for each site.

Managing Climate Risks

The ESG & Nominating Committee is responsible for overseeing Barrick’s policies, programs, and performance relating to the environment, including climate change and water. The Audit & Risk Committee assists the Board in overseeing the Company’s management of enterprise risks as well as the implementation of policies and standards for monitoring and mitigating such risks. Climate change is built into our formal risk management process, outputs of which are regularly reviewed by the Audit & Risk Committee. The Compensation Committee assists the Board in ensuring that executive compensation is appropriately linked to our sustainability performance, including with respect to climate change and water.

Barrick considers climate change, including shifts in temperature, precipitation and more frequent severe weather events, to be a company, community, and global concern. We continue to incorporate scenario analysis into our risk management and align our climate-related disclosures with the TCFD.

As detailed in our 2020 Sustainability Report, Barrick’s GHG emissions reduction target is a minimum 30% reduction by 2030 relative to our 2018 baseline, while maintaining a steady production profile, with the ultimate ambition to achieve net zero GHG emissions by 2050. Our GHG emissions reduction target is grounded in climate science and has a detailed pathway for achievement that we demonstrated in 2021. In addition to initiatives that have already been implemented, we have identified additional projects, which are at various stages of implementation, designed to help us achieve our targets, including:

Our GHG emissions reduction target is not static and will be updated as we continue to identify and drive new GHG emissions reduction opportunities. We will continue our focus on climate change through 2022 and beyond, and we have already committed capital to advance several projects that will further reduce our GHG emissions.

Ultimately, our vision is net zero GHG emissions by 2050, achieved primarily through GHG reductions, with some offsets for hard-to-abate emissions. Site-level plans to improve energy efficiency, integrate clean and renewable energy sources, and reduce GHG emissions will also be strengthened, and we plan to supplement our corporate emissions reduction target with context-based site-specific emissions reduction targets. We have also worked to calculate our Scope 3 emission profile and screen the emission category material to our business. In our upcoming 2021 Sustainability Report, to be published in the second quarter of 2022, we will outline the work completed and our Scope 3 emissions, and plans for value chain engagement and target setting.

Our company-wide focus on ESG management provides a strong foundation and as Barrick continues to build further resilience to withstand the potential impacts of climate change and leverage potential opportunities as the global economy transitions to a low-carbon future. We also place importance on building climate resilience within our communities and host countries, and ensuring that these vulnerable communities are not left behind. Sharing the benefits of our operations and developing our host communities are fundamental in achieving climate resilience.

Responsible Use of Water

Water is a vital and increasingly scarce global resource. Managing and using water responsibly is a critical part of our sustainability strategy as steady, reliable access to water is essential to the effective operation of our mines. Access to water is also a fundamental human right. In 2021, we reviewed our definition of water stress against global reporting and disclosure frameworks and tools to help identify our operations that are exposed or potentially exposed to water stress, either in terms of water scarcity or surplus water. Understanding water stress in the regions in which we operate and associated climate risks enabled us to better understand these risks and manage our water resources through site-specific water balances, aimed at minimizing our water withdrawal and maximizing water reuse and recycling within our operations. Our commitment to responsible water use is codified in Barrick’s Environmental Policy, which requires the company to minimize its use of water, control and manage its impacts on water quality, and engage with stakeholders, including local communities, to maintain sustainable management of water resources for the benefit of all users.

Biodiversity Management

Biodiversity underpins many of the ecosystem services on which our mines and their surrounding communities depend. If not properly managed, mining and exploration activities have the potential to negatively affect biodiversity and ecosystems. We work to proactively manage our impact on biodiversity and strive to protect the ecosystems in which we operate. Wherever possible, we aim to achieve a net neutral biodiversity impact, particularly for ecologically sensitive environments. We developed a Biodiversity Action Plan for each of our operational sites that outlines our strategy to achieve net-neutral impacts and associated management plans. In 2021, we

voluntarily disclosed the responses to our first questionnaire for forestry from CDP (formerly the Carbon Disclosure Project), a global environmental non-profit organization that evaluates biodiversity disclosures. Although CDP does not evaluate results in its forestry program for the metals and mining industry, we believe biodiversity disclosures are imperative for our industry, and our participation in CDP’s forestry program demonstrates our industry leadership around biodiversity and transparency. We have made progress in developing conservation and offset projects, including sagebrush and mule deer habitats in Nevada, forestry conservation in Zambia and a partnership at the Fina Reserve in Mali, in addition to its longstanding support of the Garamba National Park in the Democratic Republic of Congo.

Human Capital Strategy

Our people are the driving force behind our track record of achievements. We strive to be a global employer of choice that attracts and retains the best people to run our portfolio of best-in-class assets and who share our vision and values to become the world’s most valued gold and copper mining business. We engage employees and contractors across the globe and empower them to work in safer, more creative, and more rewarding ways every day. We are committed to advancing and promoting a diverse and inclusive culture across our business that inspires and supports the growth of our employees, serves our communities, and shapes a more sustainable business. Our human capital strategy is actively overseen by the Board and the Executive Committee throughout the year.

Our human capital strategy, including our approach to advancing and promoting diversity, has been and continues to be a critical enabler of positive change and impact. To reinforce the strategic importance we place on having a thoughtful and robust approach to talent management that differentiates Barrick as a modern mining company, 10% of our long-term incentives for all Partners across the Company is linked to the evolution and implementation of our human capital strategy. Our focus areas for 2021 are summarized below. For a more detailed description of the Board’s oversight of our human capital strategy and our key human capital initiatives, see “Risk Oversight” and “Human Capital Management and Succession Planning” in Schedule A of this Circular.

Directors

		The Board recommends a vote FOR all nominees listed below.

Director Profiles

The following profiles present information about each of the nominees for election as director. Our directors are elected annually, individually, and by majority vote. Our majority voting policy provides that any nominee proposed for election as a director in an uncontested election who receives less than a majority of votes cast in favor of his or her election must promptly tender his or her resignation to the Executive Chairman or, in the case of the Executive Chairman, to the Lead Director for Board consideration and that the resignation must be accepted absent exceptional circumstances. There are no contracts, arrangements, or understandings between any director or executive officer, or any other person, pursuant to which any of the nominees has been nominated for election as a director of the Company.

All other director information can be found in “Report on Director Compensation and Equity Ownership” on page 46, “Committees of the Board” beginning on page 41, and in Schedule A of this Circular.

   Has until November 3, 2026 to meet share ownership requirement