B2Gold : 2026 Management Information Circular
BTO.TO
Published on 04/29/2026 at 02:46 pm EDT
Notice of Annual General and Special Meeting of Shareholders and
Dated April 13, 2026
HEAD OFFICE
Suite 3400 - 666 Burrard Street Park Place
Vancouver British Columbia V6C 2X8
DIRECTORS & OFFICERS
Kelvin Dushnisky - Executive Chair of the Board and Director
Greg Barnes - Lead Independent Director
Kevin Bullock - Director Liane Kelly - Director Jerry Korpan - Director
Thabile Makgala - Director DCS (Basie) Maree - Director Mary-Lynn Oke - Director Robin Weisman - Director
Clive Johnson - Chief Executive Officer, President and Director Michael Cinnamond - Senior Vice
President, Finance and Chief Financial
Officer
William Lytle - Senior Vice President, Operations and Chief Operating Officer
Randall Chatwin - Senior Vice President, Legal and Corporate Communications
Victor King - Senior Vice President, Exploration
Dennis Stansbury - Senior Vice President, Engineering and Project Evaluations
Eduard Bartz - Vice President, Taxation and External Reporting John Rajala - Vice President, Metallurgy
Neil Reeder - Vice President, Government Relations
Peter Montano - Vice President, Projects
Andrew Brown - Vice President, Exploration
Ninette Kröhnert - Vice President, Human Resources
Michael McDonald - Vice President, Investor Relations, Corporate Development and Treasury
Dan Moore - Vice President, Operations
Ken Jones - Vice President, Sustainability
Fareen Mohan - Treasurer
Peter Gibson - Director, Finance
REGISTRAR & TRANSFER AGENT
Computershare Investor Services Inc. 8th Floor, 100 University Avenue Toronto, Ontario M5J 2Y1
AUDITOR
PricewaterhouseCoopers LLP Chartered Professional Accountants Suite 1400, 250 Howe Street Vancouver, British Columbia V6C 3S7
LISTING
Toronto Stock Exchange:
Symbol "BTO"
NYSE American:
Symbol "BTG"
Namibian Stock Exchange:
Symbol "B2G"
OVERVIEW NOTICE AND ACCESS
CORPORATE GOVERNANCE
EXECUTIVE COMPENSATION
NOTICE OF ANNUAL GENERAL AND
SPECIAL MEETING 02
COMPANY OVERVIEW 04
Message from the CEO 06
Message from the Incoming
President & CEO 11
Vision and Values 12
Executive Summary 14
Management Information Circular 17
NOTICE AND ACCESS 18
Solicitation of Proxies 18
Voting Procedures 19
Registered Shareholder Voting 19
Non-Registered
Shareholder Voting 19
Assistance with Voting 20
Revocability of Proxies and
Change of Proxies 21
Voting Shares and Principal
Holders Thereof 21
Business of The Meeting 22
Election of Directors 22
Appointment of Auditor 23
RSU Plan Maximum Increase
of 10,000,000 Shares 24
Advisory Vote on Executive Compensation 25
Information Regarding the
Director Nominees 26
Cease Trade Orders, Bankruptcies, Penalties or Sanctions 33
CORPORATE
GOVERNANCE 34
Board of Directors 34
Oversight of Risk Management 35
Board Charter and Position Descriptions 35
Shareholder Engagement 36
Director Skills and Experience 37
Orientation and Continuing Education 39
Nomination of Directors 40
Diversity 40
Board Renewal 41
Assessments 41
Ethical Business Conduct 41
Committees of The Board 43
Director Compensation and
Share Ownership 46
EXECUTIVE
COMPENSATION 53
Named Executive Officers 53
Compensation Governance 53
Message from Compensation Committee Chair 54
2025 - NEO Achievements 56
Compensation Discussion
and Analysis 64
2025 Compensation Details 69
2025 STI Scorecard 70
Performance Graph 73
Discussion Regarding the Alignment of Executive Compensation with
Shareholder Experience 74
Summary Compensation Table 75
Incentive Plan Awards (NEOs) 76
Deferred Compensation Plans 78
Termination and Change of
Control Benefits 78
Securities Authorized For Issuance Under Equity
Compensation Plans 80
Equity Compensation Plan Information and Burn Rate
Information 80
B2Gold Incentive Trust Plan 81
Indebtedness of Directors and Executive Officers 81
Interest of Informed Persons
In Material Transactions 82
Interest of Certain Persons In
Matters To Be Acted Upon 82
Any Other Matters 82
Additional Information 82
SCHEDULE "A"
Description of B2Gold's Equity Compensation Plans 83
SCHEDULE "B"
Cautionary Note Regarding
Forward Looking Information 99
B2GOLD 2026 Management Information Circular 1.
Vancouver, British Columbia
Where
Thursday June 4, 2026 2:00 p.m. (Vancouver Time)
When
NOTICE IS HEREBY GIVEN that the Annual General and Special Meeting (the "Meeting") of the shareholders ("Shareholders") of B2Gold Corp. ("B2Gold" or the "Company") will be held at the Fairmont Hotel Vancouver, Pacific Ballroom, 900 West Georgia Street, Vancouver, British Columbia on Thursday, June 4, 2026 (the "Meeting Date"), at 2:00 p.m. (Vancouver time) for the following purposes:
To receive the audited annual consolidated financial statements for 2025.
To elect Directors of the Company for the ensuing year.
To appoint PricewaterhouseCoopers LLP as the Auditor of the Company for the ensuing year and to authorize the Directors of the Company to fix their remuneration.
To approve an amendment to increase the aggregate number of common shares ("Common Shares") issuable under the Company's Restricted Share Unit Plan
from 30,000,000 to 40,000,000 Common Shares, as described in the management information circular of the Company dated April 13, 2026 (the "Circular").
To vote, on a non-binding advisory basis, on a resolution to accept the Company's approach to executive compensation, as more particularly
described and set forth in the accompanying Circular.
To transact such other business as may properly come before the Meeting, or any adjournment or adjournments thereof.
The Board of Directors of the Company (the "Board" or the "Board of Directors") has fixed the close of business on Monday, April 13, 2026, as the record date
(the "Record Date") for determining Shareholders who are entitled to receive notice and to vote at the Meeting or any adjournment of the Meeting.
No person who becomes a Shareholder of the Company after the Record Date will be entitled to vote or act at the Meeting or any adjournment thereof.
Important Notice
The Meeting is currently scheduled to take place in person at the Fairmont Hotel Vancouver, Pacific Ballroom, 900 West Georgia Street, Vancouver, British Columbia.
Any updates to the Meeting will be announced by
news release on the Company's website at https://www. b2gold.com and will be filed under the Company's profile on SEDAR+ at https://www.sedarplus.ca and on EDGAR NEXT at https://www.sec.gov/. Shareholders are strongly encouraged to check the Company's website, SEDAR+ and/or EDGAR NEXT on a regular basis to ensure that they are apprised apprised of any and all developments with respect to the Meeting.
NOTICE AND ACCESS
This Circular is being sent to Shareholders using Notice and Access, the delivery procedures that allow the Company to send Shareholders paper copies of a notice of meeting and form of proxy or voting instruction form, while providing Shareholders access to electronic copies of the Circular over the internet or the option to receive paper copies of the Circular if they so request within the prescribed time periods ("Notice and Access"). For more information, please
refer to the Notice and Access Notification delivered to you.
MEETING MATERIALS
Accompanying this Notice of Meeting are:
The Circular.
A form of proxy.
An annual financial statement request form.
The Circular provides information relating to the matters
to be addressed at the Meeting. Copies of any documents to be considered, approved, ratified and adopted or authorized at the Meeting will be available for inspection at the registered and records office of the Company
at 1600 - 925 West Georgia Street, Vancouver, British Columbia V6C 3L2, during normal business hours up to June 4, 2026, being the date of the Meeting, as well as at the Meeting.
2. B2GOLD 2026 Management Information Circular
OVERVIEW NOTICE AND ACCESS
CORPORATE GOVERNANCE
EXECUTIVE COMPENSATION
Shareholders are encouraged to access copies of any documents to be considered, approved, ratified and adopted or authorized at the Meeting under the Company's profile on SEDAR+ at https://www. sedarplus.ca, on EDGAR NEXT
at https://www.sec.gov/, on the Company's website at https://www.b2gold.com or by contacting Randall Chatwin, Senior Vice President, Legal and Corporate Communications, Suite 3400, Park Place, 666 Burrard Street, Vancouver, British Columbia, V6C 2X8 (Tel: 604-681-8371).
The Company is not sending proxy-related materials directly to Non-Registered Shareholders who do not object to their name being made known to the Company ("NOBOs"). Management of the Company does not intend to pay for intermediaries to forward to Non-Registered Shareholders who do object to their name being made known to the Company ("OBOs") under National Instrument 54-101 - Communications with Beneficial Owners of Securities of a Reporting Issuer the proxy-related materials and Form 54-101F7 - Request for Voting Instructions Made by Intermediary. An OBO will not receive the materials unless the OBO's intermediary assumes the cost of delivery.
VOTING
If you are a registered Shareholder, you are encouraged to vote in advance of the Meeting. To do so, you must date, execute and return the accompanying form of proxy to the Company, c/o Computershare Investor Services Inc., 100 University Avenue, 8th Floor, Toronto, Ontario M5J 2Y1 (Attn: Proxy Department), by not later than 2:00 p.m.
(Vancouver time) on Tuesday, June 2, 2026, or if the Meeting is adjourned, not later than 48 hours (excluding Saturdays, Sundays and holidays) before the time for holding the adjourned Meeting. You may also vote on the internet or by
phone by following the instructions set out in the form of proxy.
If you are a registered Shareholder, you may attend, participate and vote at the Meeting in person at the Fairmont Hotel Vancouver, Pacific Ballroom, 900 West Georgia Street, Vancouver, British Columbia, provided you comply with all of the requirements set out in the Circular. If you plan to attend, participate and vote at the Meeting in person, you should not vote before the Meeting.
If you are a Non-Registered Shareholder and receive these materials through your broker or another intermediary, please complete and return the materials in accordance with the instructions provided to you by your broker or other intermediary. If you are a Non-Registered Shareholder and do not complete and return the materials in accordance with such instructions, you may lose the right to vote at the Meeting.
Non-Registered Shareholders will be able to attend, participate in and vote at the Meeting in person at the Fairmont Hotel Vancouver, Pacific Ballroom, 900 West Georgia Street,
Vancouver, British Columbia if they duly appoint themselves as proxy holder through the method specified by their intermediary and comply with all of the requirements set out in the Circular relating to that appointment and registration.
If a Non-Registered Shareholder does not comply with these requirements, that Non-Registered Shareholder may be able to attend the Meeting as a guest but will not be able to vote or ask questions at the Meeting.
Voting is Easy. Vote Well in Advance of the Proxy Deadline on Tuesday, June 2, 2026 at 2:00 p.m. (Vancouver Time).
ACCESSING THE MEETING ON A VIEW-ONLY MODE
Shareholders and guests from the United States and Canada may also access the Meeting on a 'view-only' mode via the web-based platform. Shareholders and guests who access the Meeting in this manner will only be able to listen to and view the proceedings of the Meeting and will not otherwise be able to participate, vote, or ask questions at the Meeting. To access the Meeting on a view-only mode from the United States and Canada, please visit https://mymeeting.cloud/B2Gold/.
Registered Shareholders
Non-Registered Shareholders
Common Shares held in own name and
represented by a physical certificate or DRS.
Common Shares held with a broker, bank or other intermediary.
Internet
https://www.investorvote.com
https://www.proxyvote.com
Telephone
1-866-732-8683
Dial the applicable number listed on the voting instruction form.
Return the voting instruction form in the enclosed postage paid envelope.
Return the voting instruction form in the enclosed postage paid envelope.
SHAREHOLDER QUESTIONS
For more detailed information and instructions on voting, please refer to the Circular. Shareholders who have questions, including with respect to Notice and Access, or need assistance with voting their shares should contact Laurel Hill Advisory Group, the proxy solicitation agent, by calling 1-877-452-7184 (North American Toll Free) or 416-304-0211 (Outside North America);
by texting "INFO" to either number, or by emailing [email protected]
DATED at Vancouver, British Columbia, this 13th day of April, 2026.
BY ORDER OF THE BOARD
Clive Johnson
Clive Johnson
President, CEO, Founder and Director
B2GOLD 2026 Management Information Circular 3.
COMPANY OVERVIEW
GOOSE MINE
Nunavut, Canada
HEAD OFFICE
Vancouver, Canada
GRAMALOTE PROJECT
Colombia
B2Gold is a responsible international
gold producer headquartered in Vancouver, Canada. Founded in 2007, today B2Gold has operating gold mines in Canada, Mali, the Philippines and Namibia. In addition,
we have a portfolio of other development and exploration projects in several countries including the 100% owned Gramalote Project in Colombia.
980KOZ
OF GOLD PRODUCED
+$14.3M(1)
COMMUNITY INVESTMENT
4. B2GOLD 2026 Management Information Circular
(1) Includes the Community Relations department's operational costs, Gramalote CSR, Masbate's SDMP, Otjikoto's Nature Reserve and Agricultural Project expenditures, and Head Office donations.
OVERVIEW NOTICE AND ACCESS
CORPORATE GOVERNANCE
EXECUTIVE COMPENSATION
FEKOLA MINE
Mali
MASBATE GOLD PROJECT
Philippines
OTJIKOTO MINE
Namibia
~6,500
EMPLOYEES GLOBALLY
1.8%(1)
STRONG DIVIDEND YIELD
(1) As at December 31, 2025. e-based compensation
B2GOLD 2026 Management Information Circular 5.
Fellow Shareholders,
I am pleased to present this report on B2Gold's performance in 2025 - a year that underscored the strength of our portfolio,
the discipline of our execution, and the resilience of our people. Despite some operational, permitting and geopolitical challenges, B2Gold delivered approximately 980,000 ounces of consolidated gold production safely and responsibly, demonstrating the reliability of our assets and our ability to perform through cycles.
2025 was a pivotal year for value creation. We completed the construction and development of the Goose Project in Nunavut, Canada-our newest cornerstone asset-and celebrated the first gold pour in June 2025 and achieved commercial production in early October 2025. The Goose Mine is set to enhance and extend our production profile, and strengthen B2Gold's position as a responsible, diversified gold producer. This important milestone refiects our commitment to disciplined growth and delivering sustainable, long-term returns for our shareholders.
OPERATIONAL AND FINANCIAL PERFORMANCE
Throughout 2025, B2Gold successfully navigated a year of growth and development while remaining firmly focused on disciplined execution and responsible mining. Our continued delivery of industry-leading health, safety, environmental and social performance reflects the dedication of our global workforce and the strength of our executive, management and site leadership teams. Our total consolidated gold production for 2025 of 979,604 ounces was well within our guidance range of 940,000 and 1,045,000 ounces, with
cash operating costs of $769 per ounce produced being well below our annual guidance range of between $795 and $855 per gold ounce. Annual consolidated all-in sustaining costs ("AISC") were $1,584 per gold ounce sold, at the low end of the Company's guidance range of $1,575 to $1,635 per ounce sold. Consolidated revenue from gold sales was an annual record $3.1 billion, and consolidated cash flow from operations for 2025 was $896 million.
We continue to focus on our growth pipeline and production profile. In July 2025, the State of Mali granted the Underground Mining Approval for the Company to commence underground operations, including stope ore production at the Fekola Mine-where we also celebrated a significant milestone in 2025 with 4 million ounces of gold produced since inception. On September 15, 2025, we announced the approval of a development decision on the Antelope underground deposit at the Otjikoto Mine,
which is expected to be a low-cost underground operation to supplement production and extend Otjikoto's life into the next decade. Our most significant growth milestone
in 2025 was the achievement of commercial production at the Goose Mine in early October 2025. As a Canadian company, we are very proud to have built our first mine in Canada, and, coupled with the significant exploration
potential which remains across the Back River Gold District, we are positioned well for growth at Goose in the future.
6. B2GOLD 2026 Management Information Circular
RETURN OF CAPITAL
During 2025 we remained well funded and were able to return $117 million to our shareholders by way of dividends and share repurchases under our normal course issuer bid ("NCIB"). Our dividend yield as of December 31, 2025 was 1.8%, remaining in the top quartile of the global gold producers. The NCIB is reflective of our belief that the market continues to undervalue our common shares and
that the shares may trade in a price range which may not adequately reflect their value in relation to the business, assets, and prospects of B2Gold from time to time and that purchases of the shares pursuant to the NCIB may represent an appropriate and desirable use of the Company's capital. We were active under the NCIB in 2025 with repurchases to December 31, 2025 in the aggregate amount of $10 million. In the first quarter of 2026, the Company repurchased a further 16 million shares for CAD $109 million and expects to buy back further amounts as the year progresses.
CONTINUED FOCUS ON GROWTH
In 2025, key highlights for B2Gold were the completion of construction at the Goose Mine and celebration of the first gold pour in June, the official opening in September, and the achievement of commercial production in early
October. These milestone events in Nunavut are due in large part to the hard work and determination of our world-class employees and the support of all stakeholders, in particular the Kitikmeot Inuit Association ("KIA"). We recognize that respect and collaboration with the KIA is central to the license to operate in the Back River Gold District and we
will continue to prioritize developing the project in a manner that recognizes Inuit priorities, addresses concerns, and brings long-term socio-economic benefits to the Kitikmeot Region. We look forward to continuing to build on our strong collaboration with the KIA and Kitikmeot communities.
The Goose Mine will continue to ramp up in 2026 and early 2027, including crusher circuit modifications identified as necessary for it to achieve its steady-state, life of mine production target of 300,000 ounces of gold per year
and continuing over the medium-term. Our continuing exploration success at the Goose Mine and other Back River greenfield targets supports our view that Back River should be regarded as District with significant growth potential. Our 2026 Back River exploration budget of
$46 million reinforces this conviction and you can expect to see a continued focus on exploration in the years to come.
On July 14, 2025, we announced the positive results of a Feasibility Study ("FS") on our Gramalote Project. Highlights of the FS include a meaningful production profile with average annual gold production of 177,000 ounces over a 13-year project life and strong project economics with an after-tax net present value discounted at 5% of $941 million and an after-tax internal rate of return of 22.4% at $2,500 gold price. The study also highlights a low-cost operating structure and favourable metallurgical characteristics,
reinforcing the project's potential as a robust and economically attractive asset. We are progressing well on amending the mining and environmental permits and resettlement at Gramalote Project. We expect to make a decision as to next steps at Gramalote by mid-year 2027.
On July 30, 2025, we received approval from the State of Mali to begin underground operations at the Fekola Mine, including stope ore production. Underground production commenced in the third quarter of 2025 and was a key contributor to the Fekola Complex's production in 2025. Underground production is a key production growth-driver for the Fekola Complex over the next few years, and we will focus exploration efforts on it as we seek to increase high grade underground resources.
On September 15, 2025, the Board approved a development decision on the Antelope underground deposit at the Otjikoto Mine which we believe has the potential to supplement Otjikoto Mine low-grade stockpile production during the period between 2028 to 2032 and result in a meaningful
low-cost production profile for the Otjikoto Mine into the next decade.
B2GOLD 2026 Management Information Circular 7.
8. B2GOLD 2026 Management Information Circular
SAFETY FIRST
B2Gold continues to lead the industry in health and safety, environmental and social initiatives across our operations, guided by our core principles of fairness,
respect, transparency, and accountability. Our commitment to responsible mining will be detailed in our upcoming Responsible Mining Report, set for release in May 2026 and I encourage you to explore it. The report showcases our 2025 milestones and achievements, including an impressive ninth consecutive year without an on-site fatality across
all operations, while upholding one of the industry's lowest injury rates. We maintained our Lost Time Injury Frequency Rate and Total Recordable Injury Frequency Rate at mining industry lows of 0.09 and 0.35, respectively. Most notably, our team at Masbate surpassed an outstanding seven years (45.7 million hours) without a Lost Time Injury and Fekola surpassed two years (23.9 million hours) without an LTI.
These safety achievements are made possible by our dedicated and diverse global workforce. Of our 6,327 employees globally, approximately 97% are national employees and 13.3% of employees are female.
We remain dedicated to creating inclusive and accessible work environments that support individuals from diverse backgrounds, abilities, cultures, and identities.
ENVIRONMENTAL RESPONSIBILITY
As a responsible mining company, B2Gold is committed to developing its resources in a manner that minimizes
environmental and biodiversity impacts. In 2025, we finalized the B2Gold No Net Loss Roadmap, which identifies actions to strengthen our biodiversity management practices and address potential gaps in achieving our commitment to no net loss of critical habitat.
In addition, we publish an annual Climate Strategy Report aligned with the recommendations of the Task Force on Climate-related Financial Disclosures ("TCFD"). This report outlines the Company's approach to identifying and managing physical and transition climate-related risks, as well as actions to reduce our carbon footprint in support of our target to reduce Scope 1 and 2 greenhouse gas emissions by 30% by 2030 for our Fekola, Masbate, and Otjikoto operations, based on a 2021 baseline.
B2Gold is committed to reducing GHG emissions through a structured decarbonization pathway. Our approach prioritizes expanding renewable energy, electrification, improving energy efficiency, and adopting emerging carbon reduction technologies. This includes our industry-leading solar power installations at both the Otjikoto and Fekola Mines, as well
as the upcoming commissioning of a new solar plant at the Masbate Gold Project. Together, these initiatives reduce heavy fuel oil ("HFO") consumption while also creating the potential for long-term, community-based power assets beyond the life of the mines-reinforcing our view that responsible mining can deliver lasting benefits for the communities where we operate.
COMMITMENT TO COMMUNITIES
B2Gold also remains committed to supporting the well-being of the communities where we operate through management approaches that deliver positive and sustainable outcomes for both our business and our stakeholders. We are grateful for the continued collaboration and trust of governments and communities across our operating jurisdictions. In 2025, B2Gold contributed over $1 billion to governments in Mali, Namibia, the Philippines, Colombia, and Canada through taxes, royalties, and dividends, in addition to investing over
$14 million in community development initiatives.
In Mali, a key local investment project, the 60-hectare Bafarato hydro-agricultural project in Medinandi, supports communities affected by land acquisition related to
the Fekola expansion. Developed under our Livelihood Restoration Plan and in partnership with local stakeholders, the initiative is restoring agricultural production, strengthening food security, and creating sustainable income opportunities for impacted families.
At Masbate, a central initiative is the Digital Hub, a dedicated co-working space that connects community members to digital livelihood opportunities, including virtual assistance, web development, and e-commerce, supporting greater participation in the evolving digital economy. B2Gold also contributed towards the relief efforts following typhoon Opong, which struck the region in 2025.
In Namibia, B2Gold in partnership with the Ministry of Urban and Rural Development, inaugurated Phase 1 of the Otavi Bulk Water Project in 2025, a significant milestone in improving the town's water supply. The project, which B2Gold Namibia contributed N$5 million to the joint investment of N$7.5 million, aims to secure reliable water access for the Otavi community, a critical step towards long-term water sustainability. We also
established the Mark Dawe Legacy Fund in memory of B2Gold Namibia's late Managing Director and Country Manager.
The Fund provides $100,000 annually to support the Nakayale Private Academy for orphaned and marginalized children and will continue for the duration of our operations in Namibia.
At our Back River Gold District in Nunavut, we uphold our long-term commitment to Kitikmeot Inuit through the Back River Inuit Impact Benefit Agreement ("IIBA") with the KIA signed in 2018. This renewable 20-year agreement ensures land tenure security while maximizing benefits for Kitikmeot
Inuit. In 2025, B2Gold Nunavut and the Cambridge Bay-based Redfish Arts Society announced a three-year extension of the Inuit Workplace Experience Program ("IWEP") following a highly successful pilot focused on delivering skilled trades training
to at-risk Inuit youth. In addition, B2Gold was proud to stand beside Inuit and Kitikmeot Community leaders in September 2025 during the Grand Opening of the Goose Mine to make the largest private sector investment in Nunavut's public housing system's history. Our donation of CAD $10 million will be used by the Nunavut Housing Corporation to procure and build public housing units in all five Kitikmeot communities.
B2GOLD 2026 Management Information Circular 9.
B2Gold is committed to supporting the communities where we operate, including Vancouver. Through our More Than Mining Fund, we invest in local organizations addressing critical issues such as poverty, mental health, addiction, and family violence. In 2025, we contributed approximately CAD $1 million through this initiative, reinforcing our commitment to community well-being.
CONTINUED FOCUS ON EXPLORATION
Exploration remains a key focus as B2Gold seeks to both expand its reserve and resource base at its existing operations as well as seeking out greenfield opportunities, including strategic investments in prospective junior exploration companies. We executed another year of aggressive exploration in 2025, spending $61 million in exploration, approximately half of which was at the Back River Gold District, with the goal of enhancing and growing the significant resource base at the Goose Mine and surrounding regional targets. In Namibia, the exploration program at the Otjikoto Mine continued to focus on drilling at the Antelope deposit. In Mali, the exploration program was directed at a more strategic search for near-mine, near-surface sources of additional sulphide-related gold mineralization. In the Philippines, the exploration program at Masbate focused on drilling targets immediately south of mine infrastructure. In 2026, we will continue to invest heavily in exploration, with a budget of $73 million being allocated among brownfield and greenfield opportunities, with approximately 60% being committed to the Back River Gold District. In addition, the search for new joint ventures
and strategic investment opportunities will continue, building
on existing equity investments including Snowline Gold Corp., AuMEGA Metals Ltd., and Prospector Metals Corp.
LOOKING AHEAD
Looking ahead to the remainder of 2026 and beyond, B2Gold remains focused on building on our strong sustainability performance while continuing to execute our core strategic priorities. These include maximizing profitable production across our operating mines; advancing our pipeline of development and exploration projects to support disciplined growth; evaluating new exploration, development, and production opportunities; and maintaining an industry-competitive dividend. We are committed to delivering on these objectives in a way that creates long-term value while driving positive outcomes for
all stakeholders through responsible and sustainable growth.
Earlier in 2026, I announced my intention to retire at this year's Annual General Meeting, and with my support, the Board of Directors nominated Michael Cinammond, our Senior Vice President, Finance and Chief Financial Officer, as my successor. I believe this is the right time to pass the leadership of B2Gold to the next generation and I have full confidence in Mike and the executive team's ability to guide the Company through its next successful phases of execution and growth.
It has been a great privilege to lead B2Gold since its founding in 2007. Over that time, we have grown the Company through disciplined, well-executed acquisitions and exploration success into a leading gold producer with a diverse portfolio of operating mines and development projects around the world. I am especially proud that, alongside this growth,
we have remained grounded in our core values of fairness, respect, transparency, and accountability.
Our reputation as an efficient, transparent, and responsible operator has allowed us to attract and retain some of
the best people in the industry. I am equally proud of the positive contributions we have made to the communities where we operate-striving to leave a lasting and meaningful impact.
I am excited, particularly in my new role as Chair Emeritus, to watch B2Gold continue to create sustainable, long-term value for our shareholders in the years ahead.
In closing, I would like to extend my sincere thanks to our employees worldwide, whose commitment to safety,
operational excellence, and professionalism continues to underpin our success. Their resilience and dedication over the years have been exceptional. I also wish to thank our Board of Directors for their guidance and support, and
to recognize our outstanding executive leadership team. Your ability to lead, adapt, innovate, and execute remains a key strength of our Company.
Finally, to our shareholders, thank you for your continued trust and support. Over the past 19 years, your confidence in B2Gold has been essential to our evolution into a safe, responsible, and profitable gold producer. We are grateful for your partnership and remain focused on delivering sustainable long-term value.
Yours sincerely,
Clive Johnson
Clive Johnson
President, CEO, Founder and Director
10. B2GOLD 2026 Management Information Circular
Message from the Incoming President & CEO
Dear Fellow Shareholders,
I am truly honoured to take on the role of leading B2Gold. Having been part of the Company since 2013, and serving as Senior Vice President, Finance and Chief Financial Officer since 2014, I have had the privilege of working alongside many of the talented people who make B2Gold what it is today. I look forward to building on that experience as we continue to grow together.
B2Gold is a company defined not only by the strength of its assets, but by the quality, dedication, and integrity of its people. With this strong foundation, I believe we are very well positioned for the future. I've been privileged to work alongside Clive and the other founders of B2Gold to see how they built B2Gold into a strong and resilient company. The appointment of Clive as our Chairman Emeritus is a rarely bestowed position in our industry and reflects the enormous contribution he has made to our industry over his career, which spans more than forty years.
Over the next couple of months, I will continue to work closely with Clive and alongside our Executive Chair, Board of Directors, management team, and employees across our global operations to continue building on our success.
Looking ahead, our short-term focus as a Company needs to be delivering production growth at the Fekola Mine in 2026 and ramping up the Goose Mine to steady state gold production by mid 2027.
Beyond this, my focus will be on delivering strong operational performance, maintaining disciplined capital allocation, and continuing to grow the Company in a way that creates longterm value for our shareholders. Just as importantly, we will remain committed to operating responsibly and supporting the communities where we work.
In summary, I would like to thank Clive for all that he has done for this Company and our industry over these many years and thank you, our shareholders, for all of your continued trust and support as we move forward into this next chapter together. We will deliver the value that you know is ready to be unlocked in our Company.
Yours sincerely,
Mike Cinnamond
Mike Cinnamond
SVP Finance & Chief Financial Officer
B2GOLD 2026 Management Information Circular
11.
Vision and Values
Our vision is to be a responsible mining company, demonstrating leadership by going beyond industry standards and continuing to raise the bar on our own performance. One of the key reasons for our success is delivering on our promises of fairness, respect, transparency and accountability. These principles are part of the B2Gold corporate culture and are applied globally across our corporate social responsibility projects.
12. B2GOLD 2026 Management Information Circular
OVERVIEW NOTICE AND ACCESS
CORPORATE GOVERNANCE
EXECUTIVE COMPENSATION
B2GOLD 2026 Management Information Circular 13.
Operational Highlights
B2Gold continued its strong performance in 2025 across all of its operations while maintaining its long-standing commitment to safety and continuous improvement with industry leading safety and lost time performance.
~$117M
RETURNED TO SHAREHOLDERS THROUGH DIVIDENDS
AND NCIB
FEKOLA UNDERGROUND
COMMENCED PRODUCTION IN JULY FOLLOWING APPROVAL FROM THE STATE OF MALI
0.09
LOST TIME INJURY(1) FREQUENCY RATE
~25%
OF TOTAL ELECTRICITY CONSUMED AT OPERATIONS WAS FROM RENEWABLE SOURCES
GOOSE COMMERCIAL PRODUCTION
ACHIEVED IN OCTOBER AFTER FIRST GOLD POUR IN JUNE
RECORD ANNUAL REVENUE
ANNUAL REVENUE
OVER $3B
Our industry-leading lost time injury frequency rate and goal of sending everyone home safe continues to be a core focus, with the Masbate Gold Project in the Philippines leading the way with now over seven years (over 45 million hours worked) without a lost time incident.
Due to our strong operating results and cash position, we have continued to pay dividends with approximately
$107 million distributed to Shareholders in 2025.
Governance Highlights
A summary of our key governance practices is below and further details can be found under Corporate Governance beginning on page 34.
The number of females as managers remains consistent across the organization at 21% for 2025.
The second cohort of B2Gold's Global Mentorship Program was completed; 19 mentees were paired with 19 mentors with representation from all levels and locations of B2Gold's operations..
Annual individual election of Directors with majority voting
Page
22
Board gender diversity target achieved
Page
40
Page
34
Page
37
Board Committees are comprised of 100% Independent Directors
Page
34
Mandatory minimum share ownership for Directors
Page
46
In-camera sessions at each quarterly Board and committee meeting
Page
34
Independent Directors not eligible for stock options
Page
46
Note:
(1) Injury frequency and severity rates are based on 200,000 work hours.
B2GOLD 2026 Management Information Circular
Sustainability Highlights
Sustainability and maintaining high standards of responsible mining has always been a key part of B2Gold's business strategy. During 2025, the Company continued activities in support of its social and environmental commitments.
Highlights of our activities include:
In Nunavut, Canada, we launched the Kitikmeot Social Investment program in September 2025. Community investment initiatives focus on supporting education and training, community wellness, climate change resiliency, Inuit small business development, and traditional lifestyles, with an emphasis on elders, women, and youth. We also procured approximately 24% of the Back River Gold District's purchases from Kitikmeot-Qualified Businesses.
In Mali, Fekola continued implementation of the Goungoubato Agricultural Project, a livelihood restoration initiative to support approximately 300 households affected by resettlement. Due to the success of this initiative, Fekola launched the Bafarato Agricultural Project to support households affected by displacement in the Medinandi village area.
At Masbate, the commissioning of an 8.2 MW solar plant is ongoing following damage done by typhoon Opong in September 2025. The solar plant is expected to reduce greenhouse gas ("GHG") emissions by approximately 8,800 tonnes and reduce HFO consumption by 3.4 million litres per year when fully operational.
In Namibia, we continued to invest into the Otavi water infrastructure network and initiated development of the Otavi Waste Management Facility. As part of social investment transition planning activities, B2Gold engaged new partners for certain community investment projects.
B2GOLD 2026 Management Information Circular
15.
As a result of our continued investment in decarbonization initiatives, 25% of electrictiy for Back River, Fekola, Masbate and Otjikoto was sourced from renewables in 2025. At the Otjikoto Mine, we sourced approximately 79% of electricity consumption from renewables.
Page
8
Existing climate strategy and GHG emissions reduction target of 30%by 2030, against a 2021 baseline
Page
45
Annual Sustainability Reporting in accordance with GRI, SASB, and TCFD
Executive Summary
Executive Compensation Highlights
Page
25
A portion of executive compensation
Energy Action strategy
Page
70
Long-term incentives weighted
contingent PSUs
Page
68
Page
60
Independent compensation consultant to the Board
Page
62
Annual incentive payments capped at 2x target
Page
61
Annual incentive plan with
targets tied to strategic objectives
Page
70
Mandatory minimum share ownership for NEOs
Page
61
~77% of NEO compensation at-risk in 2025
Page
68
Page
92
ESG metrics a significant component
Plan targets
Page
70
Page
60
16. B2GOLD 2026 Management Information Circular
Important Notice
The Annual General and Special Meeting (the "Meeting") of the shareholders ("Shareholders") of B2Gold Corp. ("B2Gold" or the "Company") is scheduled to take place in person at the Fairmont Hotel Vancouver, Pacific Ballroom, 900 West Georgia Street, British Columbia on Thursday, June 4, 2026 (the "Meeting Date") at 2:00 p.m. (Vancouver time).
Only registered Shareholders, Non-Registered Shareholders who have followed the procedures described in this management information circular (the "Circular") and their respective proxy holders will be entitled to vote in person at the Meeting.
The contents and the sending of this Circular have been approved by the Board. The Company reports its financial results in United States dollars. All references to "$" or "dollars" in this Circular refer to United States dollars unless otherwise indicated, and have been converted to USD using the exchange rate as at December 31, 2025 reported by the Bank of Canada of CAD$1.00 = US$0.73, unless otherwise noted.
This Circular includes certain forward-looking information. Please refer to "Cautionary Note Regarding Forward-Looking Information" attached as Schedule "B" hereto.
B2GOLD 2026 Management Information Circular
17.
NOTICE AND ACCESS
This Circular is being sent to both Registered Shareholders and
Non-Registered Shareholders (as defined below) of common shares in the capital of the Company ("Common Shares") using Notice and Access, the delivery procedures that allow the Company to send Shareholders paper copies of a notice of meeting and form of proxy or voting instruction form ("VIF"), while providing Shareholders access to electronic copies of the Circular over the internet or the option
to receive paper copies of the Circular if they so request within the prescribed time periods. For more information, please refer to the Notice and Access Notification delivered to you.
Non-Registered Shareholders who have previously provided the Company with standing instructions that they wish to receive paper copies of the Circular will continue to be mailed a paper copy of the Circular.
Solicitation of Proxies
This Circular is furnished in connection with the solicitation of proxies by the Management of the Company for use at the Meeting to be held on the Meeting Date, being Thursday, June 4, 2026, at 2:00 p.m. (Vancouver time) at the Fairmont Hotel Vancouver, Pacific Ballroom, 900 West Georgia Street, Vancouver, British Columbia or at any adjournment thereof for the purposes set forth in the accompanying Notice
of Meeting.
18.
B2GOLD 2026 Management Information Circular
While it is expected that the solicitation of proxies will be primarily by mail, proxies may also be solicited personally or by telephone by the Directors, officers and regular employees of the Company.
Laurel Hill Advisory Group ("Laurel Hill") is acting as the Company's proxy solicitation agent. If you have any questions or require assistance in voting your proxy, please contact Laurel Hill by calling 1-877-452-7184 toll free in North America, or 416-304-0211 (outside North America); by texting "INFO" to either number; or by e-mailing [email protected]. The Company will be paying Laurel Hill a fee of CAD $49,500 plus reasonable out-of-pocket expenses.
The cost of solicitation will be borne by the Company. Except as required by statute, regulation or policy thereunder, the Company does not reimburse Shareholders, nominees or agents (including brokers holding shares on behalf of clients) for the cost incurred in obtaining from their principals an authorization to execute each form of proxy.
Voting Procedures
Please carefully review and follow the voting instructions below based on whether you are a Registered or Non-Registered Shareholder of the Company:
You are a "Registered Shareholder" if you have a share certificate or a DRS statement registered in your name representing the Common Shares.
You are a "Non-Registered Shareholder" if you hold Common Shares through a broker, agent, nominee or other intermediary (for example, a bank, trust company, investment dealer, clearing agency, or other institution).
Voting is Easy. Vote Well in Advance of the Proxy Deadline on Tuesday, June 2, 2026 at 2:00 p.m. Vancouver Time (the "proxy cut-off time"). Late proxies may be accepted by the Chair of the Meeting in their discretion, with or without notice, and the Chair is under no obligation to accept or reject any particular late proxy.
REGISTERED SHAREHOLDER VOTING
A proxy will not be valid unless it is signed by the Registered Shareholder, or by the Registered Shareholder's attorney with proof that they are authorized to sign. If you represent a Registered Shareholder that is a corporation or an association, your proxy should have the seal of the corporation or association and must be executed by an officer or an attorney who has written authorization. If you execute a proxy as an attorney for an individual Registered Shareholder, or as an officer or attorney of a Registered Shareholder that is a corporation or association, you must include the original or notarized copy of the written authorization for the officer or attorney with your proxy form.
If the instructions in a form of proxy given to the proxy nominee are certain, the Common Shares represented by proxy will be voted or withheld from voting on any poll in accordance with the instructions of the Shareholder as specified in the proxy with respect to the matter to be acted on.
If a choice is not so specified with respect to any such matter, the Common Shares represented by a proxy given to the proxy nominee will be voted in favour of the resolutions referred to in the form of proxy accompanying this Circular, including, for the election of the nominees of management for Directors, approval of certain matters relating to the Restricted Share Unit Plan, and for the appointment of the Auditor.
The form of proxy accompanying this Circular confers discretionary authority upon the proxy nominee with respect to any amendments or variations to matters identified in the Notice of Meeting and any other matters that may properly come before the Meeting.
As at the date of this Circular, Management is not aware of any such amendments or variations, or of other matters to be presented for action at the Meeting.
A Shareholder has the right to appoint a person (who need not be a Shareholder) to attend and act for such Shareholder on such Shareholder's behalf at the Meeting other than the persons designated in the form of proxy, and may exercise such right by inserting the name in full of the desired person in the blank space provided in the form of proxy.
Registered Shareholders should note that if they participate and vote on any matter at the Meeting, they will revoke any previously submitted proxy.
NON-REGISTERED SHAREHOLDER VOTING
If Common Shares are listed in an account statement provided to a Shareholder by a broker, then, in almost all cases, those Common Shares will not be registered in the Shareholder's name on the records of the Company. Such Common Shares will more likely be registered under the name of an intermediary, typically the Shareholder's broker or an agent of that broker. In Canada, the vast majority of such shares are registered under the name of CDS & Co. (the registration name for CDS Clearing and Depository Services Inc.), which company acts as a nominee for many Canadian brokerage firms. Common Shares held by brokers (or their agents or nominees) on behalf of a broker's client may only be voted (for or against resolutions) in accordance with instructions received from the Non-Registered Shareholder. Without specific instructions, brokers and their agents and nominees are prohibited from voting shares for Non-Registered Shareholders.
Securities regulatory policies require brokers and other intermediaries to seek voting instructions from Non-Registered Shareholders in advance of Shareholders' meetings. Each broker or intermediary has its own mailing procedures and provides their own return instructions
to clients, which should be carefully followed by Non-Registered Shareholders in order to ensure that their Common Shares are voted at the Meeting. Often the form of proxy or VIF supplied to a Non-Registered Shareholder by its broker is identical to the form of proxy provided by the Company to the Registered Shareholders. However, its purpose is limited to instructing the Registered Shareholder (i.e., the broker or intermediary) how to vote on behalf of the Non-Registered Shareholder.
Most brokers delegate responsibility for obtaining instructions from clients to Broadridge in the United States and Canada. Broadridge mails a VIF in lieu of a proxy provided by the Company. The VIF will name
the same persons as the Company's proxy to represent your Common Shares at the Meeting. Non-Registered Shareholders may call a toll-free number or go online to https://www.proxyvote.com to vote.
B2GOLD 2026 Management Information Circular 19.
Alternatively, the completed VIF must be returned by mail (using the return envelope provided). Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of the Common Shares to be represented at the Meeting and the appointment of any Shareholder's representative.
The Company may utilize Broadridge's QuickVoteTM system to assist Shareholders with voting their Common Shares. Certain Non-Registered Shareholders who have not objected to the Company knowing who they are (non-objecting beneficial owners) may be contacted by Laurel Hill, which is soliciting proxies on behalf of management of the Company, to conveniently obtain a vote directly over the phone.
ASSISTANCE WITH VOTING
Shareholders who need assistance with voting their shares should contact Laurel Hill Advisory Group, the proxy solicitation agent, by calling 1-877-452-7184 (North American Toll Free) or 416-304-0211 (Outside North America), by texting "INFO" to either number, or by [email protected].
20. B2GOLD 2026 Management Information Circular
Revocability of Proxies and Change of Proxies
In addition to revocation in any other manner permitted by law, a Registered Shareholder who has given a proxy may revoke it by an instrument in writing executed by the Shareholder or by the Shareholder's attorney authorized in writing or, where the Shareholder is a corporation, by
a duly authorized officer or attorney of the corporation. To be valid, an instrument of revocation must be received by the registered office of the Company by fax at (604)
669-1620 or by mail at Lawson Lundell LLP, 1600 - 925 West Georgia Street, Vancouver, British Columbia V6C 3L2, at any time up to and including the last business day preceding the Meeting Date or any adjournment thereof, or provided to the Chair of the Meeting on the day fixed for the Meeting or any adjournment thereof by not later than the time fixed for commencement of such Meeting. Further, Registered Shareholders may change the way they have voted by proxy by sending a new proxy prior to the proxy cut-off time to revoke their previous vote. The latest proxy received by Computershare will be the only one that is valid.
A revocation of a proxy does not affect any matter on which a vote has been taken prior to the revocation. Registered Shareholders may attend and vote in person at the Meeting, and if they do so, any voting instructions they previously gave for such Common Shares will be revoked.
Only Registered Shareholders have the right to revoke a proxy. Non-Registered Shareholders can change their
vote by contacting their broker or intermediary in sufficient time prior to the Meeting, and prior to their broker's or intermediary's cut-off time, to arrange to change the vote and, if necessary, revoke the proxy.
Shareholders who have questions or need assistance with voting their shares should contact Laurel Hill Advisory Group, the proxy solicitation agent, by calling
1-877-452-7184 (North American Toll Free) or 416-304-0211 (Outside North America) or by texting "INFO" to either number, or by emailing [email protected].
All references to Shareholders in this Circular and the accompanying form of proxy and Notice of Meeting are to Shareholders as of the Record Date unless specifically stated otherwise.
Voting Shares and Principal Holders Thereof
The Board of Directors has fixed the close of business on Monday, April 13, 2026 as the Record Date for the determination of Shareholders entitled to receive notice of and to vote at the Meeting or at any adjournment thereof. As at the Record Date, 1,335,911,553 Common Shares were issued and outstanding. Each Common
Share outstanding on the Record Date carries the right to one vote. The Company will arrange for the preparation of a list of the Registered Shareholders on such Record Date. Each Registered Shareholder named in the list will be entitled to one vote at the Meeting for each Common Share shown opposite such Shareholder's name. Registered Shareholders holding Common Shares for the benefit of Non-Registered Shareholders are required to vote such shares as directed by the Non-Registered Shareholders, as more particularly described above.
The quorum for the transaction of business at the Meeting is two persons present at the Meeting who hold, or represent by proxy, in aggregate at least 5% of the issued and outstanding Common Shares entitled to be voted at the Meeting.
To the knowledge of the Directors and Executive Officers of the Company, as at the Record Date, no shareholder beneficially owns, controls or directs, directly or indirectly, Common Shares carrying 10% or more of the voting rights attached to all outstanding shares of the Company.
ACCESSING THE MEETING ON A VIEW-ONLY MODE
Shareholders and guests from the United States and Canada may also access the Meeting on a 'view-only' mode via the web-based platform. Shareholders and guests who access the Meeting in this manner will only be able to listen to and view the proceedings of the Meeting and will not otherwise be able to participate, vote, or ask questions at the Meeting.
To access the Meeting on a view-only mode from the United States and Canada, please visit https://mymeeting.cloud/B2Gold/.
B2GOLD 2026 Management Information Circular 21.
~98.9%
VOTES RECEIVED IN FAVOUR OF THE ELECTION OF DIRECTORS AT THE 2025 AGM
Election of Directors
The ten Director Nominees bring a broad range of skills, experiences and expertise to B2Gold's Board. Information regarding each of the Director Nominees can be found beginning on page 28.
THE BOARD RECOMMENDS
That you vote FOR each Director Nominee. Unless otherwise instructed, the persons named in the accompanying proxy intend to vote FOR each Director Nominee.
Each Director Nominee is nominated for election as a Director of the Company to serve until the next annual general meeting of the Company or until such person otherwise ceases to hold office.
MAJORITY VOTING FOR DIRECTORS
The Company has a policy (the "Majority Voting Policy") which requires, unless there is a contested election, any nominee for election as a Director who receives a greater number of votes "withheld" than votes "for" such Director Nominee's election to tender his or her resignation to the Chair of the Board of Directors immediately following the Meeting, effective on acceptance by the Board.
The Corporate Governance and Nominating Committee ("Governance Committee") will consider the resignation and make a recommendation to the Board. No Director who has tendered his or her offer to resign will attend any meetings of the Governance Committee or the Board where his or her
resignation is discussed, or a related resolution is voted upon.
Absent exceptional circumstances, the Board will accept the resignation.
The Board of Directors will make its final decision and announce the decision in a news release within 90 days following the Meeting. The applicable Director will not participate in any deliberations regarding such Director's resignation offer.
ADVANCE NOTICE OF DIRECTOR NOMINATIONS
The Company has adopted an advance notice policy (the "Advance Notice Policy"), which was approved by the Board on April 22, 2014, and ratified, confirmed and approved by the Shareholders on June 13, 2014. The Advance Notice Policy was subsequently amended by the Board on
March 13, 2018 to implement certain non-material, clarifying amendments of a housekeeping nature. On February 23, 2021 and April 28, 2021, as part of its continuous review of the Company's corporate governance practices, the Board approved certain additional amendments to the Advance Notice Policy, which amendments were ratified by the Shareholders at the Company's annual general and special meeting on June 11, 2021.
Through the Advance Notice Policy, the Directors of the Company are committed to:
Facilitating an orderly and efficient annual general or, where the need arises, special meeting, process.
Ensuring that all Shareholders receive adequate notice of the Director nominations and sufficient information with respect to all nominees.
Allowing Shareholders to register an informed vote having been afforded reasonable time for appropriate deliberation. The purpose of the Advance Notice Policy is to provide Shareholders, Directors and management of the Company with a clear framework for nominating Directors.
22. B2GOLD 2026 Management Information Circular
The Advance Notice Policy fixes a deadline by which holders of record of Common Shares must submit Director nominations to the Company prior to any annual general and/or special meeting of Shareholders and sets forth the information that a Shareholder must include in the notice to the Company for the notice to be in proper written form in order for any Director Nominee to be eligible for election at
any annual general and/or special meeting of Shareholders.
No Director nominations have been made by the Shareholders in connection with the Meeting under the terms of the Advance Notice Policy as at the date of this Circular.
DIRECTOR NOMINEES
Each Director elected will hold office until the next annual general meeting of the Company or until such Director's successor is elected or appointed, unless such Director's office is earlier vacated in accordance with the Articles of the Company or with the provisions of the Business Corporations Act (British Columbia) (the "BCBCA").
Management does not contemplate that any of the Director Nominees will be unable to serve as a Director; however, if for any reason any of the Director Nominees do not stand for election or are unable to serve as such, the Common Shares represented by properly executed proxies given in favour of management's nominee(s) may
be voted by the management proxyholder, in such person's discretion, in favour of another nominee.
Appointment of Auditor
~96.6%
VOTED IN FAVOUR OF THE APPOINTMENT OF THE AUDITOR AT THE 2025 AGM
Management proposes the appointment of Pricewaterhouse-Coopers LLP as Auditor of the Company to hold office until the next annual meeting of the Company and will also propose that the Directors of the Company be authorized
to fix the remuneration to be paid to the Auditor.
PricewaterhouseCoopers LLP was first appointed Auditor of the Company on September 18, 2007.
THE BOARD RECOMMENDS
That you vote FOR the appointment of PricewaterhouseCoopers LLP. Unless otherwise instructed, the persons named in the accompanying proxy intend to vote FOR the appointment of PricewaterhouseCoopers LLP.
B2GOLD 2026 Management Information Circular
23.
RSU Plan Maximum Increase of 10,000,000 Shares
In its continued effort to build upon and enhance long-term Shareholder value by providing a greater alignment of interests between management and Shareholders, the Company adopted a Restricted Share Unit Plan (the "RSU Plan"), which was approved by Shareholders on June 10, 2011 and amended from time to time.
The Board recommends that, at the Meeting, the RSU Plan be amended to increase the maximum number of Common Shares issuable under the RSU Plan from
30,000,000 to 40,000,000 Common Shares, representing approximately 2.99% of the Company's issued and outstanding Common Shares as at the date of this Circular (the "Amended RSU Plan"). The Amended RSU Plan has been conditionally approved by the Board
and the Toronto Stock Exchange (the "TSX"), subject to Shareholder approval.
The remaining provisions of the RSU Plan are unchanged. For a description of the RSU Plan, including the Amended RSU Plan, please refer to Schedule "A" to this Circular.
If the RSU Plan Resolution (as defined below) is approved at the Meeting, the RSU Plan will take effect at the close of business on the Meeting Date. If the RSU Plan Resolution is not approved at the Meeting, the Amended RSU Plan will not become effective and the current RSU Plan will remain in effect.
RESOLUTION APPROVING THE RSU PLAN MAXIMUM SHARES
The resolution approving the Amended RSU Plan (the "RSU Plan Resolution") must be approved by a majority of the votes cast by the holders of Common Shares present or represented by proxy at the Meeting.
The text of the RSU Plan Resolution, which will be presented at the Meeting and, if deemed appropriate, adopted with or without variation, is as follows:
"IT IS RESOLVED, as an ordinary resolution that;
subject to receipt of all applicable regulatory approvals, including the Toronto Stock Exchange, the aggregate number of Common Shares issuable under the Company's Restricted Share Unit Plan is increased from 30,000,000 to 40,000,000 Common Shares, and the Amended
RSU Plan, as described in the Management Information Circular of the Company, is hereby ratified, confirmed and approved;
any one Director or officer of the Company is authorized and directed on behalf of the Company to execute all documents and to do all such other acts and things as such Director or officer may determine to be necessary or advisable to give effect to the foregoing provisions of this resolution."
THE BOARD RECOMMENDS
That you vote FOR the "RSU Plan Resolution". Unless otherwise instructed, the persons named in the accompanying proxy intend to vote FOR the "RSU Plan Resolution".
24. B2GOLD 2026 Management Information Circular
Advisory Vote on Executive Compensation
~93.2%
VOTED IN FAVOUR OF THE ADVISORY VOTE ON EXECUTIVE COMPENSATION AT THE 2025 AGM
The Company endorses a "Pay for Performance" approach for executive compensation in order to reinforce the linkages between compensation and the Company's strategic objectives and risk management processes. We believe that a "Pay for Performance" philosophy achieves the
goal of attracting and retaining talented executives by rewarding behaviours that reinforce the Company's values
while also delivering on its corporate objectives, thereby aligning executives' interests with those of our Shareholders. In considering its approach to executive compensation, the Board takes into account the results of the Shareholder vote for "Say on Pay", together with feedback it receives from Shareholders. The Say on Pay advisory vote held at the 2025 annual general meeting of Shareholders ("2025 AGM") was supported with 93.2% approval. While this outcome was strongly supportive of the Company's approach to
the executive compensation program, the Compensation Committee, in conjunction with its independent compensation consultant, continues to review current market practices regarding executive compensation and will continue to seek Shareholder feedback to discuss compensation and governance matters and provide Shareholders the opportunity to express any concerns
in its review of the executive compensation program during 2025. For a detailed discussion of the Company's executive compensation program, please see "Executive Compensation" below.
The purpose of the "Say on Pay" advisory vote is to give Shareholders a formal opportunity to provide their views on the disclosed objectives of the executive compensation plans, and on the plans themselves, by voting on the following resolution:
"IT IS RESOLVED, on an advisory basis, and not to diminish the role and responsibilities of the Board of Directors, that the Shareholders of the Company accept the approach to executive compensation disclosed in the Circular delivered in advance of the Meeting."
As this is an advisory vote, the results will not be binding upon the Board. However, the Board will take the results of the vote into account, as appropriate, when considering future compensation policies, procedures and decisions.
In the event that the "Say on Pay" advisory resolution is not approved by a majority of the votes cast at the Meeting, the Board will consult with its Shareholders (particularly those who are known to have voted against it) to understand
their concerns and will review the Board's approach to compensation in the context of those concerns.
The Company will disclose the results of the Shareholder "Say on Pay" advisory vote as a part of its report on voting results for the Meeting.
THE BOARD RECOMMENDS
That you vote FOR the "Say on Pay". Unless otherwise instructed, the persons named in the accompanying proxy intend to vote FOR the "Say on Pay".
B2GOLD 2026 Management Information Circular
25.
Information Regarding the Director Nominees
The Board has determined that ten (10) Directors are to be elected to hold office until the next annual meeting of Shareholders. The following pages provide relevant information on each of the Director Nominees.
FEMALE
40%
*Including one (1) ethnically diverse Director Nominee.
DIVERSITY
MALE
60%
CANADA
60%
GEOGRAPHIC MIX
SOUTH AFRICA
10%
UNITED KINGDOM
10%
UNITED STATES
10%
UNITED ARAB EMIRATES
10%
AGE TENURE
61-70
60%
71+
13+ Years
10%
40-60
30%
10%
7-12 Years
20%
0-6 Years
70%
80%
OF OUR DIRECTOR NOMINEES ARE INDEPENDENT AT THE TIME OF THE MEETING
OVERBOARDED DIRECTOR NOMINEES BASED ON MARKET-LEADING PROXY ADVISORY FIRMS' CRITERIA
B2GOLD 2026 Management Information Circular
OVERVIEW NOTICE AND ACCESS
CORPORATE GOVERNANCE
EXECUTIVE COMPENSATION
B2GOLD 2026 Management Information Circular 27.
Director Nominees
KELVIN DUSHNISKY
Director, Executive Chair
Ontario Canada
Director Since: 2023
Tenure: <3 years
Other Public Directorships:
Lithium Americas Corp. Doman Building Materials Group Ltd.(1)
Kelvin Dushnisky was appointed Executive Chair on February 23, 2026. He is an accomplished executive with extensive global experience in the mining industry, having held senior leadership roles across corporate strategy, operations, and governance. He served as Chief Executive Officer and a Director
of AngloGold Ashanti Limited from 2018 to 2020, where he led the execution of the company's strategic priorities and oversaw a global portfolio of mining operations and projects across Africa, South America, and Australia, as well as exploration interests and investments in Canada and the USA.
Prior to this, Mr. Dushnisky spent 16 years with Barrick Gold Corporation, ultimately serving as President and as a member of its Board of Directors. Earlier in his career, he held senior executive and board positions with several private and public companies. Mr. Dushnisky currently serves on the Boards of Directors of Lithium Americas Corporation and Doman Building Materials Group(1). He holds a Bachelor of Science (Honours) degree from the University of Manitoba and Master of Science and Juris Doctor degrees from the University of British Columbia. He is a member of the Law Society of British Columbia and the Canadian Bar Association.
Among numerous other industry and related associations, Mr. Dushnisky is past Chair of the World Gold Council and a former member of the International Council on Mining and Metals (ICMM) CEO Council. He is a member of the Senate of Toronto-based University Health Network (UHN).
Voting Results of 2025 AGM
76.2%
(For)
Meetings Attended
Board
7 of 7
100%
Compensation Committee
7 of 7
100%
Governance Committee
5 of 5
100%
Ownership Requirement
Achieved
Common Shares(2)
DSUs(2)
3x Annual Retainer
✓
100,000
383,118
Notes:
Kelvin Dushnisky is not standing for re-election and will cease to be a Director on May 8, 2026.
As of December 31, 2025.
MIKE CINNAMOND
Director Nominee and Incoming President and CEO
British Columbia, Canada Director Since: N/A Tenure: N/A
Other Public Directorships:
Onyx Gold Corp. Contango Silver & Gold Inc.
Michael Cinnamond brings more than 25 years of experience in the mining industry sector and has a deep knowledge of B2Gold and his experience in strategy corporate development, capital allocation and financial management of projects and operations around the world. Effective June 4, 2026 he will transition to the role of B2Gold's President and CEO. As of the date of this Circular, he serves as the Senior Vice President of Finance and Chief Financial Officer of B2Gold, a position he held since April 2014. Before joining B2Gold in 2013, Mr. Cinnamond was an audit partner at PricewaterhouseCoopers LLP, where he was the BC Resources Leader for the mining, forestry and energy and utilities practices.
Mr. Cinnamond currently serves on the Boards of Directors of Onyx Gold Corp and Contango Silver & Gold Inc. Previously, he was a Director of HighGold Mining Inc. prior to its acquisition by Contango, a Director at the Canuck Place Children's Hospice and the President of the Canadian Institute of Mining ("CIM") for 2023-2024.
He is a member of the Institute of Chartered Accountants of BC and holds an LL.B. designation from the University of Exeter.
Meetings Attended
N/A
Ownership Requirement(1)
Achieved
Common Shares(2)
DSUs
3x Annual Base Salary
✓
137,501
-
Notes:
Mr. Cinnamond already meets the CEO share ownership guideline. Please also reference the Summary Compensation Table on page 75 to see Mr. Cinnamond's additional share-based compensation holdings.
As of December 31, 2025.
28. B2GOLD 2026 Management Information Circular
Disclaimer
B2Gold Corp. published this content on April 29, 2026, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on April 29, 2026 at 18:45 UTC.