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6-K 1 tm241268d3_6k.htm FORM 6-K

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of April, 2024

Commission File Number: 001-13382

KINROSS GOLD CORPORATION

(Translation of registrant's name into English)

17th Floor, 25 York Street,

Toronto, Ontario M5J 2V5

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40F:

Form 20-F ¨ Form 40-F x

This Current Report on Form 6-K, dated April 2, 2024 is specifically incorporated by reference into Kinross Gold Corporation's Registration Statements on Form S-8 [Registration No. 333-262966 filed on February 24, 2022, Registration No. 333-217099 filed on April 3, 2017 and Registration Nos. 333-180824, 333-180823 and 333-180822 filed on April 19, 2012.]

Page 2

This report on Form 6-K is being furnished for the sole purpose of providing a copy of the materials mailed to shareholders in connection with the annual meeting of shareholders to be held on May 8, 2024.

INDEX

Table of Contents

SIGNATURES

EXHIBIT INDEX

99.1	Form of Proxy
99.2	Notice and Access letter
99.3	Management Information Circular

Page 3

SIGNATURES

Pursuant to the requirements of Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	KINROSS GOLD CORPORATION

	Signed: //Lucas R. Crosby //
	Vice President, General Counsel, Corporate and Corporate Secretary

April 2, 2024

EX-99.1 2 tm241268d3_ex99-1.htm EXHIBIT 99.1

Exhibit 99.1

SAM SAMPLE 123 SAMPLES STREET SAMPLETOWN SS X9X X9X CANADA KNRQ Security Class COMMON Holder Account Number C9999999999 IND Form of Proxy - Annual General Meeting to be held on May 8, 2024 This Form of Proxy is solicited by and on behalf of Management. Notes to proxy 1. Every holder has the right to appoint some other person or company of their choice, who need not be a holder, to attend and act on their behalf at the meeting or any adjournment or postponement thereof. If you wish to appoint a person or company other than the Management Nominees whose names are printed herein, please insert the name of your chosen proxyholder in the space provided (see reverse). 2. If the securities are registered in the name of more than one owner (for example, joint ownership, trustees, executors, etc.), then all those registered should sign this proxy. If you are voting on behalf of a corporation or another individual you may be required to provide documentation evidencing your power to sign this proxy with signing capacity stated. 3. This proxy should be signed in the exact manner as the name(s) appear(s) on the proxy. 4. If a date is not inserted in the space provided on the reverse of this proxy, it will be deemed to bear the date on which it was mailed to the holder by Management. 5. The securities represented by this proxy will be voted as directed by the holder, however, if such a direction is not made in respect of any matter, and the proxy appoints the Management Nominees listed on the reverse, this proxy will be voted as recommended by Management. 6. The securities represented by this proxy will be voted in favour, or withheld from voting, or voted against each of the matters described herein, as applicable, in accordance with the instructions of the holder, on any ballot that may be called for. If you have specified a choice with respect to any matter to be acted on, the securities will be voted accordingly. 7. This proxy confers discretionary authority in respect of amendments or variations to matters identified in the Notice of Meeting and Management Information Circular or other matters that may properly come before the meeting or any adjournment or postponement thereof, unless prohibited by law. 8. This proxy should be read in conjunction with the accompanying documentation provided by Management. Proxies submitted must be received by 10:00 a.m., Eastern Time, on May 6, 2024. VOTE USING THE TELEPHONE OR INTERNET 24 HOURS A DAY 7 DAYS A WEEK! To Vote Using the Telephone • Call the number listed BELOW from a touch tone telephone. 1-866-732-VOTE (8683) Toll Free To Vote Using the Internet • Go to the following web site: www.investorvote.com • Smartphone? Scan the QR code to vote now. To Receive Documents Electronically • You can enroll to receive future securityholder communications electronically by visiting www.investorcentre.com. To Virtually Attend the Meeting • You can attend the meeting virtually by visiting the URL provided on the back of this document. If you vote by telephone or the Internet, DO NOT mail back this proxy. Voting by mail may be the only method for securities held in the name of a corporation or securities being voted on behalf of another individual. Voting by mail or by Internet are the only methods by which a holder may appoint a person as proxyholder other than the Management Nominees named on the reverse of this proxy. Instead of mailing this proxy, you may choose one of the two voting methods outlined above to vote this proxy. To vote by telephone or the Internet, you will need to provide your CONTROL NUMBER listed below. CONTROL NUMBER 23456 78901 23456 ------- Fold ------- Fold KNRQ_PRX_361617/000001/000001/i *S000001Q01* 000001

C9999999999 *C9999999999* IND SAM SAMPLE ------- Fold ------- Fold C16 Appointment of Proxyholder I/We being holder(s) of securities of Kinross Gold Corporation (the “Corporation”) hereby appoint: Lucas R. Crosby, or failing this person, Geoffrey P. Gold (the "Management Nominees") OR Print the name of the person you are appointing if this person is someone other than the Management Nominees listed herein. Note: If completing the appointment box above YOU MUST go to http://www.computershare.com/KinrossAGM and provide Computershare with the name and email address of the person you are appointing. Computershare will use this information ONLY to provide the appointee with a user name to gain entry to the online meeting. as my/our proxyholder with full power of substitution and to attend, act and to vote for and on behalf of the holder in accordance with the following direction (or if no directions have been given, as the proxyholder sees fit) and on all other matters that may properly come before the Annual General Meeting of shareholders of the Corporation to be held online as a virtual-only meeting via live audio webcast at https://web.lumiagm.com/429018094 on May 8, 2024 at 10:00 a.m. (Toronto time) and at any adjournment or postponement thereof. VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES. 1. Election of Directors 01. Kerry D. Dyte For Withhold 02. Glenn A. Ives For Withhold 03. Ave G. Lethbridge For Withhold 04. Michael A. Lewis 05. Elizabeth D. McGregor 06. Catherine McLeod-Seltzer 07. Kelly J. Osborne 08. George N. Paspalas 09. J. Paul Rollinson 10. David A. Scott 2. Appointment of Auditors To approve the appointment of KPMG LLP, Chartered Accountants, as auditors of the Company for the ensuing year and to authorize the directors to fix their remuneration. For Withhold 3. Reconfirm Shareholder Rights Plan Agreement To consider and, if thought fit, to pass, an ordinary resolution reconfirming the shareholder rights plan agreement. For Against 4. Executive Compensation To consider and, if deemed appropriate, to pass an advisory resolution on Kinross’ approach to executive compensation. For Against Signature of Proxyholder I/We authorize you to act in accordance with my/our instructions set out above. I/We hereby revoke any proxy previously given with respect to the Meeting. If no voting instructions are indicated above, and the proxy appoints the Management Nominees, this Proxy will be voted as recommended by Management. Signature(s) Date Interim Financial Statements - Mark this box if you would like to receive Interim Financial Statements and accompanying Management’s Discussion and Analysis by mail. Annual Financial Statements - Mark this box if you would like to receive the Annual Financial Statements and accompanying Management’s Discussion and Analysis by mail. If you are not mailing back your proxy, you may register online to receive the above financial report(s) by mail at www.computershare.com/mailinglist. K N R Q 3 6 1 6 1 7 1 P I Z A R 1 9 9 9 9 9

EX-99.2 3 tm241268d2_ex99-2.htm EXHIBIT 99.2 tm241268-2_nonfiling - none - 1.8281326s

Exhibit 99.2

Important notice regarding the availability of proxy materials for the shareholders’
meeting to be held on May 8, 2024
Kinross Gold Corporation
Notice of 2024 annual meeting of shareholders
and availability of proxy materials

You are receiving this notification since Kinross Gold Corporation (Kinross or the company) uses the notice and access model for the delivery of its management information circular (the circular) in respect of its annual meeting of shareholders (the meeting) to be held on Wednesday, May 8, 2024. Kinross is also providing you with electronic access to its 2023 annual report (annual report) which includes the company’s audited consolidated financial statements for the fiscal year ended December 31, 2023, the report of the auditors and the associated management’s discussion and analysis.

Under notice and access, as permitted by the Canadian securities regulators, shareholders receive a form of proxy or voting instruction form but instead of receiving paper copies of the circular and annual report, shareholders receive this notice with information on how they may access the circular and annual report electronically. This means of delivery is more environmentally friendly as it helps reduce paper use and reduce the cost of printing and mailing materials to shareholders.

All shareholders are reminded to review the circular before voting.

This notice provides details of the date and time of the meeting, including the matters to be voted on at the meeting. Accompanying this notice is a form of proxy or other voting document that you will need to vote electronically or to vote by proxy.

WHEN:

Wednesday, May 8, 2024
10:00 a.m. (Toronto time)

WHERE:

Virtual-only meeting via live audio webcast online at
https://web.lumiagm.com/429018094
Meeting ID: 429-018-094
Password (case sensitive): kinross2024

You may access the meeting using an internet connected device such as a laptop, computer, tablet or mobile phone, and the meeting platform will be supported across browsers and devices that are running the most updated version of the applicable software plugins. Shareholders with questions regarding the virtual meeting portal or requiring assistance accessing the meeting website may visit the website https://www.lumiglobal.com/faq prior to the meeting. Please note that the virtual meeting platform is not supported on Internet Explorer.

It is important to note that Shareholders will not be able to attend this year’s meeting in person. It is important that you review the detailed information on how shareholders can attend, participate in and vote at the meeting on pages 15 to 22 of the circular. Registered shareholders may access the meeting using the control number on their form of proxy. Non-registered (beneficial) shareholders wishing to participate in and vote at the meeting must first appoint themselves as proxyholders. All proxyholders (including non-registered shareholders who have appointed themselves as proxyholders) must register to attend the meeting prior to the deadline for the deposit of proxies noted below in order to participate and vote at the meeting. If they fail to do so, they may still access the meeting on a dial-in, listen-only mode, but will not be able to participate or vote at the meeting.

[Kinross has decided to hold this year’s meeting virtually so that we may continue to provide the enhanced flexibility and opportunity for shareholder participation irrespective of their geographic location and share ownership. Improvements in conferencing technology have also made it possible to hold virtual meetings with greater reliability and cost efficiency.]

Accessing the meeting on a dial-in, listen-only mode

Shareholders and guests from the United States and Canada may also access the meeting on a ‘listen-only’ mode by dialing into the meeting using their telephone. Shareholders and guests who dial-in using their telephone will only be able to listen to the proceedings of the meeting and will not otherwise be able to participate, vote, ask questions or view any visual presentations made at the meeting.

To access the meeting on a listen-only mode from the United States and Canada, please call the toll-free number: 1-866-213-3612.

At the meeting, and at any postponement or adjournment thereof, shareholders will:

Receive Financial Statements — receive the company’s 2023 audited consolidated financial statements together with the report of the auditors on those statements (see “Financial statements” on page 24 of the circular)

Elect Directors — elect directors of the company for the ensuing year (see “Election of directors” on page 24 of the circular)

Appoint Auditors — appoint KPMG LLP as auditors for the ensuing year and authorize the directors to fix their remuneration (see “Appointment of auditors” on page 24 of the circular)

Reconfirm Shareholder Rights Plan Agreement — (see “Reconfirmation of the existing Shareholder Rights Plan Agreement” on page 26 of the circular)

Say on Pay — vote on an advisory resolution on the company’s approach to executive compensation (see “Advisory vote on approach to executive compensation” on page 29 of the circular)

Other Business — transact such other business as may properly come before the meeting or at any adjournment thereof. Please see the circular under the heading “Business of the Meeting” for additional information on each of these items.

HOW DO I GET AN ELECTRONIC COPY OF THE CIRCULAR AND ANNUAL REPORT?

Electronic copies of the circular and annual report (the meeting materials) may be accessed online on Kinross’ website —
www.kinross.com/news-and-investors/, (under the meeting and annual reports section), or under the company’s profile on the System for Electronic Document Analysis and Retrieval (SEDAR) at www.sedarplus.ca and on the U.S. Securities and Exchange Commission’s website at www.sec.gov.

HOW DO I GET A PAPER COPY OF THE CIRCULAR AND ANNUAL REPORT?

You can request a paper copy of the meeting materials to be sent to you by regular postal delivery free of charge. Requests may be made up to one year from the date the meeting materials were filed on SEDAR.

If you would like paper copies of the meeting materials, you should first determine whether you are (i) a registered shareholder or (ii) a beneficial shareholder (non-registered shareholder) of common shares, as are most of the company’s shareholders.

You are a registered shareholder if your name appears on your share certificate or, if registered electronically, the shares are registered with Kinross’ transfer agent in your name and not in the name of an intermediary such as a bank, trust company, securities broker, trustee or other nominee.

You are a beneficial (non-registered) shareholder if an intermediary holds your shares on your behalf. This means the shares are registered with Kinross’ transfer agent in your intermediary’s name, and you are the beneficial owner.

Requests for paper copies by registered shareholders (with a 15 digit control number) may be made by calling toll free, within North America at 1-866-962-0498 or direct, from outside North America at 514-982-8716. Registered shareholders with questions about notice and access may call Computershare Investor Services Inc. (the transfer agent) toll-free at 1-866-964-0492.

Requests for paper copies by beneficial shareholders may be made through the internet by going to www.proxyvote.com and entering the 16 digit control number located on the accompanying form of proxy and following the instructions provided. Alternatively, for shareholders in North America, requests may be made by telephone at any time prior to the meeting by calling toll-free at 1-877-907-7643. Beneficial shareholders with questions about notice and access may call Broadridge toll-free from within USA and Canada at 1-844-916-0609 for service in English and 1-844-973-0593 for service in French. If calling from outside the United States and Canada, beneficial shareholders may call 1-303-562-9305 for service in English and 1-303-562-9306 for service in French.

A paper copy will be sent to you within 2 business days of receiving your request. Therefore, to receive the meeting materials in advance of the deadline to submit your vote as described below, you should make your request before 5:00 p.m. (EDT) on April 18, 2024. For requests made on or after the date of the meeting, please call Kinross toll-free at 1-866-561-3636 within North America (shareholders outside of North America may e-mail info@kinross.com), and a paper copy will be sent to you within 10 calendar days after receiving your request.

HOW DO I VOTE MY SHARES?

Holders of common shares as at the close of business on March 13, 2024 are entitled to vote at the meeting. You may vote in advance of the meeting. It is recommended that you vote by telephone or internet to ensure that your vote is received before the meeting. In order to vote by telephone or the internet, please carefully follow the instructions on the form of proxy or voting instruction form. To be valid, proxies must be received by Kinross’ transfer agent no later than 10:00 a.m. (Toronto time) on May 6, 2024 or if the meeting is adjourned, at least 48 hours (not including Saturdays, Sundays or applicable holidays in Ontario) prior to the reconvened meeting. Kinross reserves the right to accept late proxies and to waive the proxy cut-off, with or without notice, but is under no obligation to accept or reject any particular late proxy. You may also vote your common shares at the meeting by following the instructions on pages 18 to 20 of the circular. This notice is not a ballot or proxy card. You cannot use this notice to vote your shares. This communication presents only an overview of the more complete proxy materials that are available to you on the internet. If you have any questions relating to voting your common shares, please contact the company’s proxy solicitor, Kingsdale Advisors, by telephone at 1-866-851-3217 toll-free in North America or +1-437-561-5016 (call and text enabled) outside of North America or by email at contactus@kingsdaleadvisors.com. The contents of the circular and its delivery to the shareholders of the company have been approved by the board of directors. DATED at Toronto, Ontario this 12th day of March, 2024. By order of the board of directors Lucas R. Crosby Corporate Secretary	Shareholders who are unable to attend the virtual meeting or vote in advance by telephone or through the internet are requested to vote by proxy so that as large a representation as possible may be had at the meeting. You may appoint a proxy to attend and vote on your behalf at the meeting. If you wish to appoint a proxy, please carefully follow the instructions in the accompanying form of proxy or voting instruction form. You will need the control number contained in the accompanying form of proxy or voting instruction form in order to vote and/or appoint a proxy.
		Internet voting
	For non-registered (beneficial) shareholders, follow the instructions on the voting instruction form. For registered shareholders, go to www.investorvote.com
		Telephone voting
	Call the toll-free number shown on the form of proxy or voting instruction form
		Voting by mail or delivery
	Complete the form of proxy or voting instruction form and return it in the envelope provided

PLEASE REVIEW THE INFORMATION CIRCULAR PRIOR TO VOTING

EX-99.3 4 tm241268d1_ex99-3.htm EXHIBIT 99.3 tm241268-1_nonfiling - none - 23.6822091s

TABLE OF CONTENTS

TABLE OF CONTENTS

TABLE OF CONTENTS

Letter to
Shareholders

Executive
Summary

Voting

Business of
the Meeting

Directors

Executive
Compensation

Governance

Appendices

Notice of 2024 Annual Meeting of Shareholders

	May 8, 2024 \| 10:00 a.m. (EDT) Virtual only meeting via live audio webcast Webcast link: https://web.lumiagm.com/429018094 Meeting ID: 429-018-094 Password: kinross2024

Dear Kinross Shareholders,

We invite you to attend Kinross’ 2024 annual meeting of shareholders (the meeting). At the meeting, shareholders will:

•

Receive the audited consolidated financial statements of Kinross for the fiscal year ended December 31, 2023 and the report of the auditors

•

Elect directors

•

Appoint the auditors

•

Reconfirm the shareholder rights plan agreement

•

Consider an advisory resolution on Kinross’ approach to executive compensation; and

•

Consider any other business that may properly come before the meeting

This notice is accompanied by the 2024 Management Information Circular (the Circular) for the meeting which provides additional information relating to the above items for consideration at the meeting. See “Business of the Meeting” beginning on page 24.

Why a virtual only meeting?

Kinross has decided to hold this year’s meeting virtually via a live audio webcast so that we may continue to provide the enhanced flexibility and opportunity for shareholder participation irrespective of their geographic location and share ownership. Advancements in conferencing technology have made it possible to hold virtual meetings with greater reliability and cost efficiency. Virtual meetings continue to be a pragmatic and environmentally friendly alternative to physical meetings.

Accessing the virtual only meeting

Shareholders will not be able to attend this year’s meeting in person.

Registered shareholders as of March 13, 2024 and duly appointed proxyholders will be able to attend the meeting, submit questions and vote, all in real time, by connecting to the meeting via the internet at https://web.lumiagm.com/429018094 using the latest version of Chrome, Safari, Edge or Firefox on your computer, tablet or smartphone using the most updated version of the applicable software plugins. Please note that the virtual meeting platform is not supported on Internet Explorer.

Registered shareholders may access the meeting using the unique control number on their form of proxy.

Non-registered (beneficial) shareholders must first appoint themselves as proxyholders and register with our transfer agent, Computershare Investor Services Inc., by following the instructions in the Circular and on the form of proxy or voting instruction form. Beneficial shareholders who have not duly appointed themselves as proxyholder and registered with our transfer agent will be able to attend the meeting as guests, but guests will not be able to vote or ask questions at the meeting.

Any shareholder that wishes to appoint a person other than the named proxyholders (as defined in the Circular) identified on the form of proxy or voting instruction form (including a non-registered (beneficial) shareholder who wishes to appoint themselves to attend and vote at the meeting) must carefully follow the instructions in

2024 MANAGEMENT INFORMATION CIRCULAR KINROSS GOLD

TABLE OF CONTENTS

Letter to
Shareholders

Executive
Summary

Voting

Business of
the Meeting

Directors

Executive
Compensation

Governance

Appendices

the Circular and on the form of proxy or voting instruction form. These instructions include the important additional step of registering with our transfer agent, Computershare Investor Services Inc., after submitting the form of proxy or voting instruction form but prior to the meeting. You must follow these instructions carefully if you wish, or your proxyholder, including a non-registered (beneficial) shareholder, wishes to attend and vote at the meeting during the live webcast, as the steps for doing so are different than for an in-person meeting. You must register your proxyholder with our transfer agent prior to May 6, 2024 at 10:00 a.m. (Toronto time).

Detailed information on how shareholders can attend, participate in and vote at the meeting is available on pages 16 to 22 of the Circular.

Those accessing the virtual meeting must remain connected to the internet at all times during the meeting in order to vote when balloting commences. It is your responsibility to ensure internet connectivity for the duration of the meeting. Shareholders with questions regarding the virtual meeting portal or requiring assistance accessing the meeting website may visit the website https://www.lumiglobal.com/faq prior to the meeting.

Accessing the meeting on a dial-in, listen-only mode

To access the meeting on a listen-only mode from the United States and Canada, please call the toll-free number: 1-866-213-3612.

How do I vote in advance?

If you intend to follow the instructions to attend and vote at the meeting, you can vote at the meeting. Regardless, we encourage you to vote in advance of the meeting to ensure your vote is counted at the meeting — our goal is to secure as large a representation as possible of shareholders at the meeting. You may vote in advance by proxy in any of the following ways noted below. You will need the control number contained in the form of proxy or voting instruction form in order to vote. In order to be valid, your vote must be received on or before 10:00 a.m. (Toronto time) on May 6, 2024.

				Telephone Voting Vote by calling the toll-free number shown on the form of proxy or voting instruction form
				Internet Voting Registered shareholders vote online at www.investorvote.com Non-Registered (beneficial) shareholders vote online at www.proxyvote.com OR by logging on to the website indicated on the form of proxy or voting instruction form
				Mail-in Voting Complete the form of proxy or voting instruction form and return it in the envelope provided

Your vote is important to us. Holders of common shares at the close of business on March 13, 2024 are eligible to vote at the meeting. For more information on voting your shares and the proxy process, see Information About Voting on pages 16 to 22 in the Circular.

By order of the board of directors

Lucas R. Crosby
Corporate Secretary
March 12, 2024, Toronto, Canada

If you have any questions relating to the meeting, please contact the company’s shareholder advisor and proxy solicitation agent Kingsdale Advisors, by telephone at 1-866-851-3217 (toll-free in North America) or 1-437-561-5016 (text and call enabled outside North America), or by email at contactus@kingsdaleadvisors.com.

2024 MANAGEMENT INFORMATION CIRCULAR KINROSS GOLD

TABLE OF CONTENTS

Letter to
Shareholders

Executive
Summary

Voting

Business of
the Meeting

Directors

Executive
Compensation

Governance

Appendices

Table of Contents

	Key Terms					4
	Letter to shareholders from chair of the board					5

	Executive summary
	2023 Sustainability and ESG Highlights					8
	Engaging our Shareholders					10
	Governance					11
	Board Nominees Overview					12
	2023 Compensation Summary					13

	Voting
	Who can vote					16
	How to vote					18
	Changing your vote					21
	Questions					22

	Business of the meeting
	Financial statements					24
	Election of Board of Directors					24
	Appointment of Auditors					24
	Reconfirm Shareholders Rights Plan Agreement					26
	Support “Say on Pay”					29

	Directors
	Highlights: board attributes, board activity					32
	About the nominated directors					32
	Directors’ skills and experience					45
	Director compensation					45
	Board committee reports					49

	Executive compensation
	Letter to shareholders (from chair of the human resources and compensation committee)					60
	Executive compensation discussion and analysis					63
	Compensation philosophy and approach					63
	Compensation governance					64
	Components of executive compensation					81
	2023 performance					87
	Key summary tables					115
	Employment contracts					127

	Governance
	Highlights					131
	Regulatory compliance					131
	Code of business conduct and ethics					133
	Role of the board of directors					133
	Position descriptions					135
	Assessing the board					135
	Nominating and method of voting for directors					136
	Diversity					136
	New director orientation and continuing education					138
	Board term and renewal					143
	Additional governance					143

	Appendices
	Charter of the Board of Directors					148
	Schedule A to the Charter of the Board of Directors					150

	Frequently accessed content
	Sustainability and ESG Highlights					8
	How to vote					18
	Directors’ skills and experience					45
	Shareholder engagement and Say on Pay					64
	2023 performance					87
	Key summary tables					115
	Diversity					136

2024 MANAGEMENT INFORMATION CIRCULAR KINROSS GOLD

TABLE OF CONTENTS

TABLE OF CONTENTS

TABLE OF CONTENTS

TABLE OF CONTENTS

TABLE OF CONTENTS

TABLE OF CONTENTS

TABLE OF CONTENTS

TABLE OF CONTENTS

TABLE OF CONTENTS

TABLE OF CONTENTS

TABLE OF CONTENTS

TABLE OF CONTENTS

Letter to
Shareholders

Executive
Summary

Voting

Business of
the Meeting

Directors

Executive
Compensation

Governance

Appendices

DELIVERY OF PROXY MATERIALS

Kinross Gold Corporation (Kinross or the company) is providing shareholders with access to its management information circular (the circular) for the 2024 annual meeting of its shareholders (the meeting) electronically via notice and access, instead of mailing out paper copies, as permitted by Canadian securities regulators. Kinross is also providing shareholders with access to its 2023 annual report electronically, instead of mailing out paper copies. This means of delivery is more environmentally friendly as it will help reduce paper use and will also reduce the cost of printing and mailing materials to shareholders.

Shareholders have received a notice of availability of proxy materials (the notice) together with a form of proxy or voting instruction form. The notice provided instructions on how to access and review an electronic copy of the circular or how to request a paper copy. The notice also provided instructions on voting at the meeting. To receive a paper copy of the circular or the 2023 annual report, please follow the instructions in the notice.

All shareholders are reminded to review the circular before voting. Shareholders with questions about notice and access can call Computershare Investor Services Inc. (the transfer agent or Computershare) toll free at 1-866-964-0492.

Proxy materials are being sent to registered shareholders directly and will be sent to intermediaries to be forwarded to all non-registered (beneficial) shareholders. Kinross pays the cost of delivery of proxy materials and the request for voting instructions, as applicable, for all registered and non-registered shareholders.

Shareholders who have previously provided instructions to receive paper copies of the circular and the 2023 annual report have been sent a paper copy in addition to the notice.

GENERAL INFORMATION

This document is the management information circular made available to shareholders in advance of the meeting as set out in the notice.

This circular provides additional information with respect to the business of the meeting, Kinross and its directors and senior executive officers. This circular is dated March 12, 2024 and, unless otherwise stated, the information in this circular is as of March 11, 2024.

Unless indicated otherwise, all dollar amounts referenced in this circular are expressed in U.S. dollars. Where necessary, Canadian dollars are referenced as C$.

All references to financial results are based on the Kinross’ audited consolidated financial statements, prepared in accordance with International Financial Reporting Standards (IFRS), as issued by the International Accounting Standards Board.

References in this circular to the meeting include any adjournment(s) or postponement(s) that may occur.

SHARES OUTSTANDING

As of March 13, 2024, there were 1,228,982,701 common shares outstanding, each carrying the right to one vote per common share.

To the knowledge of the directors and executive officers of the company, as of the date of this circular, there is no person or company that beneficially owns, directly or indirectly, or exercises control or direction over, directly or indirectly, voting securities of Kinross, carrying 10% or more of the voting rights attached to any class of voting securities, with the exception of 123,068,585 common shares held within mutual funds and other client accounts managed by Van Eck Associates Corporation which has filed an alternative monthly report under part 4 of National Instrument 62-103 on www.sedarplus.ca showing its beneficial ownership of Kinross shares at 10.02% of the outstanding common shares as at February 29, 2024.

2024 MANAGEMENT INFORMATION CIRCULAR KINROSS GOLD

TABLE OF CONTENTS

Letter to
Shareholders

Executive
Summary

Voting

Business of
the Meeting

Directors

Executive
Compensation

Governance

Appendices

INFORMATION ABOUT VOTING

WHO CAN VOTE

Holders of common shares of Kinross (common shares or shares) at the close of business on March 13, 2024 (the record date), or their duly appointed representatives are eligible to vote.

Why is this year’s meeting virtual-only?

Kinross has decided to hold this year’s meeting virtually so that we may continue to provide the enhanced flexibility and opportunity for shareholder participation irrespective of their geographic location and share ownership.

You have various options for voting at this year’s meeting. You are encouraged to vote in advance online, by phone or using any of the other methods described on your form of proxy or voting instruction form.

As described in more detail below, registered shareholders and duly appointed proxyholders (including non-registered (beneficial) shareholders who have appointed themselves as proxyholder) will be entitled to attend, vote and ask questions at the meeting, all in real time, similar to as if the meeting was held in-person. Non-registered shareholders who do not appoint themselves as proxyholder may still access the meeting as guests, but they will not be able to vote at the meeting or ask questions. Guests will be able to listen to the meeting but will not be able to ask questions at the meeting.

It is important to note that you will not be able to attend this year’s meeting in person. If you are participating in the meeting you must remain connected to the internet at all times during the meeting in order to vote when balloting commences. It is your responsibility to ensure internet connectivity for the duration of the meeting.

Am I a registered or a non-registered (beneficial) shareholder?

The voting process is different depending on whether you are a registered or non-registered shareholder.

You are a registered shareholder if your name appears on your share certificate or, if registered electronically, the shares are registered with Computershare Investor Services Inc. in your name and not held on your behalf by an intermediary such as a bank, trust company, securities broker, trustee or other nominee (each, an intermediary).

You are a non-registered (or beneficial) shareholder if your shares are held on your behalf by an intermediary. This means the shares are registered with Computershare Investor Services Inc. in your intermediary’s name, and you are the beneficial owner. Most shareholders are non-registered shareholders.

How can I vote in advance?

Voting instructions may be provided online or by telephone, or by signing and returning the form of proxy or voting instruction form sent to you along with the notice. In each case, if you vote in advance, the instructions provided on your form of proxy or voting instruction form authorizes Geoffrey P. Gold or Lucas R. Crosby, (together with any authorized substitute, the named proxyholders) to vote your shares at the meeting as your proxyholder in accordance with your instructions.

Both registered and non-registered shareholders can vote in advance of the meeting in any one of three ways:

				Telephone Voting			Vote by calling the toll-free number shown on the form of proxy or voting instruction form
				Internet Voting			Registered shareholders vote online at www.investorvote.com Non-Registered (beneficial) shareholders vote online at www.proxyvote.com OR by logging on to the website indicated on the form of proxy or voting instruction form
				Mail-in Voting			Complete the form of proxy or voting instruction form and return it in the envelope provided

2024 MANAGEMENT INFORMATION CIRCULAR KINROSS GOLD

TABLE OF CONTENTS

Letter to
Shareholders

Executive
Summary

Voting

Business of
the Meeting

Directors

Executive
Compensation

Governance

Appendices

Kinross may also utilize the Broadridge QuickVote™ service to assist non-registered shareholders with voting their Kinross shares over the telephone. Alternatively, Kingsdale Advisors may contact such non-registered shareholders to offer assistance with voting their shares through the Broadridge QuickVote™ service. Broadridge then tabulates the results of all the instructions received and then provides the appropriate instructions with respect to the shares to be represented at the meeting.

You may appoint a person other than one of the named proxyholders as your proxyholder to attend and vote on your behalf at the meeting (including non-registered shareholders who wish to appoint themselves as proxyholder to attend and vote at the meeting). If you wish to do so, your appointment must be received by no later than the proxy deadline (as defined below) and you must carefully follow the instructions under the heading “Can I appoint someone other than the named proxyholders as my proxy?” below. You may appoint that other proxyholder using the internet or mail-in voting options above, but you will not be able to do so using the telephone voting option.

If you vote in advance, in order to be counted at the meeting your vote must be received by the transfer agent no later than 10:00 a.m. (Toronto time) on May 6, 2024 or if the meeting is adjourned, at least 48 hours (not including Saturdays, Sundays or applicable holidays in Ontario) prior to the reconvened meeting (the proxy deadline). If you are a non-registered shareholder, your instructions must be received by your intermediary at the address provided on that form by the cut-off time specified in your voting instruction form, which will typically be at least 24 hours earlier than the proxy deadline and you should contact your broker or intermediary for further details.

If you have any questions relating to the meeting or how to cast your vote, please contact Kingsdale Advisors by telephone at 1-866-851-3217 toll free in North America or 437-561-5016 outside of North America (call and text enabled) or by email at contactus@kingsdaleadvisors.com.

Can I appoint someone other than the named proxyholders as my proxy?

Yes. Shareholders have the right to appoint a person or company other than one of the named proxyholders to represent the shareholder at the meeting. A proxyholder need not be a shareholder of the company.

If you do not wish to vote in advance and you wish to appoint someone other than one of the named proxyholders as your proxyholder to attend and vote your shares at the meeting as your proxy (including non-registered shareholders who wish to appoint themselves as proxyholder) you must do so prior to the proxy deadline. This can be done by appointing your proxyholder online or by submitting your form of proxy or voting instruction form, as applicable, appointing that person as proxyholder AND you must then register that proxyholder online with the transfer agent, as described below.

Because this year’s meeting is being held virtually, the process for appointing a proxyholder (other than the named proxyholders) is different than for an in-person meeting. Failure to register your proxyholder as described below will result in the proxyholder not receiving the Username that is required to vote at the meeting, meaning that your proxyholder will be unable to attend the meeting to vote on your behalf. You must therefore follow these instructions carefully:

•

Step 1 — Appoint your proxyholder

◦

You can appoint someone other than one of the named proxyholders as proxyholder online or by inserting that person’s name in the blank space provided in the form of proxy or voting instruction form (if permitted) and following the instructions for submitting your form of proxy or voting instruction form.

◦

This step must be completed before registering such proxyholder with the transfer agent as described in Step 2 below.

◦

Both this step and Step 2 below must be completed by the proxy deadline for the appointment to be valid and for your proxyholder to be able to attend and vote your shares at the meeting. If you are a non-registered (beneficial) shareholder, Step 1 must be completed sufficiently in advance of the proxy deadline for your intermediary to act on your instructions.

◦

If you are a non-registered shareholder wishing to appoint yourself as proxyholder to attend and vote at the meeting, you must follow the steps above and complete Step 2 below in order to validly appoint yourself as proxyholder, and you must also follow all other applicable instructions provided to you by your broker or other intermediary.

•

Step 2 — Register your proxyholder with the transfer agent:

◦

To register your proxyholder (including registering yourself if you are a non-registered shareholder appointing yourself as proxyholder), you must visit www.computershare.com/KinrossAGM before the proxy deadline and provide Computershare with the required proxyholder contact information.

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TABLE OF CONTENTS

Letter to
Shareholders

Executive
Summary

Voting

Business of
the Meeting

Directors

Executive
Compensation

Governance

Appendices

◦

Computershare will then provide your proxyholder (including non-registered shareholders who have appointed themselves as proxyholder) with a Username via email following the proxy deadline.

◦

This Username is important. Without it, your proxyholder (including non-registered shareholders wishing to appoint themselves as proxyholder) will not be able to attend and vote your shares at the meeting.

•

Registered shareholders may also appoint a proxyholder by an instrument signed in writing by themselves, or their attorney authorized in writing. If the registered shareholder is a corporation, the instrument (including the form of proxy) appointing a proxyholder must be in writing signed by an officer or attorney of the corporation duly authorized by resolution of the directors of such corporation, which resolution must accompany such instrument. Registered shareholders are encouraged to vote in advance or to appoint their proxyholder online, but regardless of the method selected for appointment, all proxyholders must be registered by following the instructions in both Step 1 and Step 2 above in order to attend and vote at the meeting.

It is your responsibility to ensure that your proxyholder is properly registered, receives their Username and attends and votes on your behalf at the meeting.

If you have any questions regarding this process, please contact Computershare at service@computershare.com. Alternatively, you may call 1-800-564-6253 from within Canada and the US or 1-514-982-7555 from other countries.

How do non-registered shareholders located in the U.S. appoint themselves or other persons as proxyholders?

Please follow the instructions below if you are a U.S. resident and wish to vote at the meeting during the live webcast or wish to appoint another person as proxyholder (other than one of the named proxyholders):

•

You must follow your intermediary’s instructions to obtain a legal proxy; you are encouraged to do so online through the internet if your intermediary provides this option or you may also do so by marking the appropriate box on the other side of the voting instruction form or form of proxy and a legal proxy will be issued and mailed to you.

•

The legal proxy will grant you or your designee the right to attend the meeting and vote, subject to any rules described in the proxy statement applicable to the delivery of a proxy. However, you must then complete both Step 1 and Step 2 as described above in order to attend and vote at the meeting.

•

The legal proxy will be mailed to the name and address noted on the other side of the voting instruction form. You need to submit and deliver the legal proxy and complete both Step 1 and Step 2 prior to the proxy deadline and in accordance with any instructions or disclosures noted on your voting instruction form or form of proxy. You or your proxyholder must access the virtual meeting for your vote to be counted.

•

You must allow sufficient time for the mailing and return of the legal proxy by the proxy deadline. Please be advised that if you, the beneficial shareholder, ask for a legal proxy to be issued, you must take the additional steps described above in order for the proxy to be fully effective. You must deposit the legal proxy with the company or Broadridge and complete these additional steps in advance of the proxy deadline. Further, if a legal proxy is issued, all other voting instructions given on your voting instruction form or form of proxy will not be effective.

•

If you have any questions, please contact the person who services your account. Please make the arrangements as quickly as possible in the event of any mail or other service disruptions that could affect your ability to receive or send the necessary documentation on a timely basis.

How do I vote at the meeting?

If you do not wish to vote in advance and you do not appoint another person (other than one of the named proxyholders) to attend and vote at the meeting on your behalf, then you may attend and vote at the meeting online. Attending the meeting online enables registered shareholders and duly appointed proxyholders, including non-registered shareholders who have duly appointed themselves as proxyholder, to attend, vote and ask questions at the meeting, all in real time. If you are a non-registered shareholder who does not appoint themselves as proxyholder then you may attend the meeting as a guest, but you will not be able to vote or to ask questions at the meeting.

You will be able to participate in the meeting using an internet-connected device such as a laptop, computer, tablet or mobile phone. In order to run the meeting platform, you will need the latest version of Chrome, Safari, Edge or Firefox, that are running the most updated version of the applicable software plugins and that meet the minimum system requirements. Please note that the virtual meeting platform is not supported on Internet Explorer.

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TABLE OF CONTENTS

Letter to
Shareholders

Executive
Summary

Voting

Business of
the Meeting

Directors

Executive
Compensation

Governance

Appendices

The steps you need to follow to access the meeting depend on whether you are a registered or non-registered shareholder, and whether you are seeking to appoint a proxyholder to attend and vote on your behalf at the meeting (including a non-registered shareholder wishing to appoint themselves as proxyholder).

	Required steps & information	Accessing the meeting
Registered shareholders	• If you intend to vote at the meeting, you will need the control number located on the form of proxy or in the email notification you received. This is your Username for purposes of accessing the meeting. • You do not need to appoint yourself as a proxyholder.	• Log in online at https://web.lumiagm.com/429018094 well in advance of the meeting start time; and • Click “I have a login” and then enter your Username. For registered shareholders, this will be the control number on your form of proxy. • Enter the password “kinross2024” (case sensitive). • Follow the instructions to vote when prompted.
Non-registered shareholders	• If you wish to vote and ask questions at the meeting, you must validly appoint yourself as proxyholder by completing both Step 1 and Step 2 as described under the subheading “Can I appoint someone other than the named proxyholders as my proxy?” above. These steps must be completed prior to the proxy deadline. Step 1 must be completed sufficiently in advance of the proxy deadline for your intermediary to act on your instructions. You may then access the meeting using the steps for proxyholders outlined below. • Non-registered shareholders who have not duly appointed themselves as proxyholder can log in to the meeting as guests. Guests can listen to the meeting, but they cannot vote or ask questions.
Proxyholders	• Computershare will provide each validly appointed proxyholder with a Username by e-mail after the proxy deadline has passed. This Username is different than the control number provided on your form of proxy or voting instruction form. • This new Username will only be provided by Computershare to proxyholders who are appointed by a shareholder that has completed both Step 1 and Step 2 as described under the subheading “Can I appoint someone other than the named proxyholders as my proxy?” above. • Failure by a shareholder to complete both Step 1 and Step 2 will mean that your proxyholder will not receive a Username and will not be able to attend and vote on your behalf at the meeting.	• Log in online at https://web.lumiagm.com/429018094 well in advance of the meeting start time; and • Click “I have a login” and then enter your Username. For proxyholders, including non-registered shareholders who have duly appointed themselves as proxyholder, this will be the Username provided by Computershare. • Enter the password “kinross2024” (case sensitive). • Follow the instructions to vote when prompted.
Guests		• Log in online at https://web.lumiagm.com/429018094 well in advance of the meeting start time. • Click “Guest” and then complete the online form which will ask some simple questions such as your name.

All shareholders, proxyholders and guests wishing to attend the meeting should allow ample time (at least 15 minutes) to check into the meeting online and complete the related procedure before the meeting start time.

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TABLE OF CONTENTS

Letter to
Shareholders

Executive
Summary

Voting

Business of
the Meeting

Directors

Executive
Compensation

Governance

Appendices

If you are a registered shareholder and you have voted in advance or appointed another person as your proxyholder, please note that if you attend the meeting and accept the terms and conditions you will be deemed to have revoked all prior proxies and voting instruction for all matters. In this case, you will have the opportunity to vote during the meeting by following the instructions provided. If you wish to attend the meeting but you do not wish to revoke your previously provided proxies and voting instructions then do not accept the terms and conditions and you may then attend the meeting as a guest. Guests can listen to the meeting, but they cannot vote or ask questions.

If you attend the meeting online, it is important that you are connected to the internet at all times during the meeting in order to vote when balloting commences. It is your responsibility to ensure connectivity for the duration of the meeting. Even if you plan to attend the meeting, you should consider voting your shares in advance so that your vote will be counted even in the event that you later decide not to attend the meeting or in the event that you experience any technical difficulties and are unable to access the meeting for any reason.

Accessing the meeting on a dial-in, listen-only mode

Shareholders and guests from the United States and Canada may also access the meeting on a ‘listen-only’ mode by dialing into the meeting using their telephone. Shareholders and guests who dial-in using their telephone will only be able to listen to the proceedings of the meeting and will not otherwise be able to vote, ask questions or view any visual presentations made at the meeting.

To access the meeting on a listen-only mode from the United States and Canada, please call the toll-free number: 1-866-213-3612.

How can I ask questions during the meeting?

Kinross believes that the ability to participate in the meeting in a meaningful way, including asking questions, remains important despite the decision to hold this year’s meeting virtually. It is anticipated that registered shareholders and proxyholders (including non-registered shareholders who have appointed themselves as proxyholder) will have substantially the same opportunity to ask questions on matters of business before the meeting as in past years when the annual shareholders meeting was held in person.

Upon registered shareholders and proxyholders (including non-registered shareholders who have appointed themselves as proxyholder) logging into the virtual meeting platform, they will have the opportunity to start submitting questions prior to the meeting and will continue to have the opportunity to submit questions during the meeting. Questions may be sent to the Chair of the meeting using the online Q&A tool on the meeting portal.

To ask a question, please follow the steps outlined below:

1. Click or tap on the

icon and then press the

icon to type your question

2. Compose your question and then press the send icon

to deliver your question to the Chair

Once you have pressed the send icon in step 2, confirmation that your question has been received by the Chair will appear.

Questions received from shareholders or proxyholders which relate to the business of the meeting are expected to be read by the Chair of the meeting or a designee of the Chair and responded to by a representative of the company as they would be at a shareholders meeting that was being held in person. Questions directly related to a particular motion will be addressed once that motion has been introduced and general questions will be addressed after the formal business has been completed.

We will only answer questions of interest to all shareholders during the meeting. Questions that are: irrelevant to the business and affairs of Kinross or the business of the meeting; related to material non-public information of Kinross; related to personal grievances or in furtherance of personal interests; derogatory or otherwise in bad taste; repetitive of those made by another shareholder or duly appointed proxyholder; or out of order or not otherwise appropriate, will not be accepted, all as determined by the Chair of the meeting.

As at any in-person meeting, it is possible that time constraints will render us unable to respond to all questions during the meeting. To ensure fairness for all attendees, the Chair of the meeting will determine the amount of time allocated to each question and will have the right to limit or consolidate questions.

2024 MANAGEMENT INFORMATION CIRCULAR KINROSS GOLD

TABLE OF CONTENTS

Letter to
Shareholders

Executive
Summary

Voting

Business of
the Meeting

Directors

Executive
Compensation

Governance

Appendices

What do I do if I have difficulties accessing the meeting?

Shareholders with questions regarding the virtual meeting portal or requiring assistance accessing the meeting website may visit the website https://www.lumiglobal.com/faq prior to the meeting.

If shareholders (or their proxyholders) encounter any difficulties accessing the meeting, they may attend the meeting by clicking “Guest” and completing the online form. The virtual platform is fully supported across internet browsers and devices (desktops, laptops, tablets, and smartphones) running the most updated version of applicable software and plugins. Shareholders (or their proxyholders) should ensure that they have a strong Internet connection if they intend to attend and/or participate in the meeting. Participants should allow plenty of time to log in and ensure that they can hear streaming audio prior to the start of the meeting. Technical support can also be accessed by emailing support-ca@lumiglobal.com.

If you are accessing the meeting, you must remain connected to the internet at all times during the meeting in order to vote when balloting commences. It is your responsibility to ensure internet connectivity for the duration of the meeting. Note that if you lose connectivity once the meeting has commenced, there may be insufficient time to resolve your issue before ballot voting is completed. Therefore, even if you currently plan to access the meeting and vote during the live webcast, you should consider voting your shares in advance or by proxy so that your vote will be counted in the event you experience any technical difficulties or are otherwise unable to access the meeting.

CHANGING YOUR VOTE

If you are a non-registered shareholder, you can revoke your prior voting instructions or appointment by providing new instructions at a later time online at www.proxyvote.com, by telephone or on a voting instruction form or form of proxy with a later date, in each case in accordance with the instructions on your voting instruction form or form of proxy, provided that your new instructions or appointment are received by your intermediary in sufficient time for your intermediary to act on them. In order to be effective, your new voting instructions or appointment must be received by Computershare before 10:00 a.m. (Toronto time) on May 6, 2024, or if the meeting is adjourned, at least 48 hours (not including Saturdays, Sundays or applicable holidays in Ontario) prior to the reconvened meeting. Instructions received after such deadline but before the meeting may only be effective to revoke any prior instructions or appointment. Otherwise, contact your intermediary if you want to revoke your prior voting instructions or appointment.

If you are a registered shareholder:

•

You may revoke any prior proxy by providing new voting instructions online or by phone or by signing and returning a new form of proxy with a later date, in each case in accordance with the instructions on your form of proxy. However, for your new voting instructions or appointment to be effective they must be received by Computershare no later than 10:00 a.m. (Toronto time) on May 6, 2024, or if the meeting is adjourned, at least 48 hours (not including Saturdays, Sundays or applicable holidays in Ontario) prior to the reconvened meeting.

•

You may also revoke any prior proxy without providing new voting instructions by delivering written notice clearly indicating you wish to revoke your proxy to the registered office of Kinross (25 York Street, Suite 1700, Toronto, Ontario, M5J 2V5, Attention: Corporate Secretary) or at the offices of Computershare (100 University Avenue, 8th floor, Toronto, Ontario, M5J 2Y1 Attention: Proxy Department) at any time up to 10:00 a.m. (Toronto time) on the last business day before the meeting or any adjournment of the meeting.

•

Your proxy may also be revoked prior to its use by any other method permitted by applicable law. The written notice of revocation may be executed by you or by your attorney who has your written authorization.

•

You are reminded that if you if you attend the meeting and accept the terms and conditions you will be deemed to have revoked all prior proxies and voting instruction for all matters. You will then have an opportunity to vote online at the meeting. If you do not wish to revoke your prior proxy, please do not accept the terms and conditions and attend as a guest.

Kinross reserves the right to accept late proxies, voting instructions and appointments and to waive the proxy deadline with or without notice, but is under no obligation to accept or reject any particular late proxy, voting instruction or appointment.

HOW YOUR PROXYHOLDER WILL VOTE

Your form of proxy or voting instruction form provide that your proxyholder must vote (or withhold from voting) your common shares according to the instructions that you provide on your proxy form or voting instruction form. If you do not specify how you want your shares voted, your proxyholder can vote your common shares as he or she determines.

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TABLE OF CONTENTS

Letter to
Shareholders

Executive
Summary

Voting

Business of
the Meeting

Directors

Executive
Compensation

Governance

Appendices

If you have validly voted in advance and appointed one of the named proxyholders as your proxyholder and you do not specify how you want to vote, the named proxyholder will vote your common shares as follows:

•

for the election as directors of Kinross, the proposed nominees set forth in this circular

•

for the appointment of KPMG LLP as auditors and authorization of the directors to fix their remuneration

•

for the reconfirmation of the shareholder rights plan agreement

•

for the advisory resolution on the company’s approach to executive compensation

The form of proxy gives discretionary authority to your proxyholder vote as they see fit with respect to any amendments or variations to the matters identified in the notice of meeting or other matters that may properly come before the meeting or any adjournment thereof, whether or not the amendment or other matter that comes before the meeting is or is not routine and whether or not the amendment, variation or other matter that comes before the meeting is contested.

ABOUT PROXY SOLICITATION

Proxies are being solicited in connection with this circular by the management of the company. The solicitation will be made primarily by mail, but proxies may also be solicited personally by regular employees of Kinross to whom no additional compensation will be paid.

Kinross has retained Kingsdale Advisors to provide a broad array of strategic advisory, governance, communications, digital investor and campaign services on global retainer basis in addition to certain fees accrued during the life of the engagement upon the discretion and direction of Kinross. Part of the services included under the global retainer is the solicitation of proxies in connection with the meeting. The amount of the global retainer is approximately C$55,000 plus additional fees and disbursements. Costs associated with the solicitation will be borne by the company and are not otherwise expected to be material.

REQUIRED QUORUM FOR THE MEETING

A quorum for the meeting shall be two persons present and holding or representing by proxy not less than 25% of the total number of issued and outstanding common shares having voting rights at the meeting.

No business shall be transacted at the meeting unless the requisite quorum is present at the commencement of the meeting. If a quorum is present at the commencement of the meeting, a quorum shall be deemed to be present during the remainder of the meeting.

QUESTIONS

If shareholders have any questions, they may contact Kingsdale Advisors, Kinross’ shareholder advisor and proxy solicitation agent, by telephone at 1-866-851-3217 (toll-free in North America) or 437-561-5016 (text and call enabled outside North America), or by email at contactus@kingsdaleadvisors.com

2024 MANAGEMENT INFORMATION CIRCULAR KINROSS GOLD

TABLE OF CONTENTS

TABLE OF CONTENTS

Letter to
Shareholders

Executive
Summary

Voting

Business of
the Meeting

Directors

Executive
Compensation

Governance

Appendices

BUSINESS OF THE MEETING

ITEMS OF BUSINESS

As set out in the notice of meeting, at the meeting, shareholders of Kinross will be asked to consider the following matters and vote on them as required:

Financial statements

The audited consolidated financial statements of Kinross for the fiscal year ended December 31, 2023 and the report of the auditors on the financial statements will be received.

Election of directors

The company’s board of directors (the board) currently comprises eleven directors. Mr. Atkinson is not standing for reelection at the meeting. Shareholders will be asked to elect ten directors at the meeting, subject to Kinross’ majority voting policy outlined below. All directors so elected will hold office until the next annual meeting of shareholders or until their successors are elected or appointed.

The named proxyholders, if named as proxy, intends to vote the common shares represented by any such proxy for the election of each of the nominees whose names are set forth starting on page 33, unless the shareholder who has given such proxy has directed that the shares be withheld from voting in the election of any director.

Management of Kinross does not contemplate that any of the nominees will be unable to serve as a director, but if that should occur for any reason at or prior to the meeting, the named proxyholders, if named as proxy, reserves the right to vote for another nominee in their discretion.

Majority voting policy

In 2008, the board adopted a majority voting policy for the election of directors at the meeting. Revisions to this policy were approved by the board in November 2014. This policy is now part of the consolidated Corporate Governance Guidelines adopted by the board in November 2015 and most recently amended in February 2021. The Corporate Governance Guidelines are available for review on the company’s website at www.kinross.com. The policy provides that in an uncontested election, any nominee for director who receives more withheld votes than for votes will immediately tender their resignation for consideration by the corporate governance and nominating committee (CGNC). The CGNC (excluding those who received a majority withheld vote in the election) will review the matter and make a recommendation to the board whether to accept the director’s resignation. Board members who received a majority “for” vote shall consider the recommendation (if there are fewer than three such directors, the board will consider the appropriate actions to be taken), and the resignation will be effective when accepted by the board. The board will accept the resignation absent exceptional circumstances. The director who has tendered their resignation pursuant to the majority voting policy will not participate in any deliberations of the CGNC or the board regarding the resignation. The board shall make its decision within 90 days of the date of the applicable shareholders’ meeting and shall promptly issue a news release with the board’s decision and provide a copy to each of the TSX and NYSE. If the board determines not to accept a resignation, the news release will fully state the reasons for that decision.

Other details respecting the nominees for election as directors are set out under “About the nominated directors” starting on page 32.

Appointment of auditors

Shareholders will be asked to consider and, if thought fit, to pass, an ordinary resolution approving the appointment of KPMG LLP (KPMG) of Toronto, Ontario as auditors of Kinross, to hold office until the close of the next annual meeting of the company. It is

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Letter to
Shareholders

Executive
Summary

Voting

Business of
the Meeting

Directors

Executive
Compensation

Governance

Appendices

also proposed that the remuneration to be paid to the auditors of Kinross be fixed by the board. This resolution must be approved by a majority of the votes cast by shareholders present at the meeting in person or by proxy.

For the fiscal years ended December 31, 2023 and December 31, 2022, KPMG and its affiliates were paid the following fees by Kinross:

	2023 C$1, 3		% of Total Fees2		2022 C$1, 3		% of Total Fees2
Audit Fees:
General		4,668,000		85%		4,423,000		93%
Securities matters		185,000		3%		—		0%
Total Audit Fees		4,853,000		88%		4,423,000		93%
Audit-Related Fees:
Translation services		151,000		3%		137,000		3%
Other		79,000		1%		66,000		2%
Total Audit-Related Fees		230,000		4%		203,000		5%
Tax Fees:
Compliance		—		0%		—		0%
Planning and advice		—		0%		2,000		0%
Total Tax Fees		—		0%		2,000		0%
All Other Fees4:		444,000		8%		109,000		2%
Total Fees		5,527,000		100%		4,737,000		100%

All amounts are rounded to the nearest $1,000.

All percentages are rounded to the nearest whole percent.

Fee information includes out-of-pocket costs (including reimbursed costs, technology and support charges or administrative charges) incurred in connection with providing the professional services.

For 2023, All Other Fees includes approximately C$415,000 related to sustainability assurance work (2022 — C$81,000).

The named proxyholders, if named as proxy, intends to vote the common shares represented by any such proxy for the approval of the appointment of KPMG LLP of Toronto, Ontario as auditors of Kinross and that the board be authorized to fix their remuneration, unless the shareholder who has given such proxy has directed in the proxy that the shares be withheld from voting in the appointment of auditors.

At the 2023 annual meeting of shareholders, 97.29% (794,526,027) of votes cast were for the appointment of KPMG and authorizing the board to fix their remuneration and 2.71% (22,153,949) of votes were withheld from the motion. Additional details of the audit and risk committee’s (ARC) evaluation of the company’s auditors are provided on page 144.

In keeping with the company’s commitment to the highest standards of corporate governance, the company conducted a competitive tender process in 2023 for external audit services in respect of the year ended December 31, 2025. The tender process was led by the ARC and included an established timetable, procedures, and evaluation criteria. The tender process was designed to facilitate a fair and robust evaluation of the invited audit services firms, which included KPMG, and included meetings with each of the ARC members and select members of management, written proposals, in-person presentations, and access to a data room containing information relevant to the tender process. The audit services firms were evaluated based on various criteria including industry experience and expertise, global network, audit approach, audit quality and independence, and technology

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Letter to
Shareholders

Executive
Summary

Voting

Business of
the Meeting

Directors

Executive
Compensation

Governance

Appendices

and innovation. Following a thorough review and evaluation by the ARC and members of management, the ARC selected KPMG to act as the external auditors of the company and will recommend the re-appointment of KPMG for the external audit in respect of the year ended December 31, 2025.

Reconfirmation of the existing Shareholder Rights Plan Agreement

Shareholders will be asked to consider and, if thought fit, to pass, an ordinary resolution reconfirming the adoption of a Shareholder Rights Plan between the company and Computershare Investor Services Inc., the company’s transfer agent, as more fully described below.

Background

On February 14, 2018 the board authorized the company to enter into a new shareholder rights plan agreement (the SRP) to replace the previous rights plan agreement. The SRP was entered into on March 15, 2018 to take effect from March 29, 2018 and was ratified by the shareholders of the company on May 9, 2018. The SRP has a term of nine years subject to reconfirmation by the shareholders at the third and sixth annual meetings of the company following its adoption. The SRP was reconfirmed by the shareholders on May 12, 2021 and is being presented for a reconfirmation at this meeting. The SRP is similar to plans adopted by other Canadian companies.

The fundamental objectives of the SRP are to provide adequate time for the board and shareholders to assess an unsolicited take-over bid for the company, to provide the board with sufficient time to explore and develop alternatives for maximizing shareholder value if a take-over bid is made, to limit acquisitions that are exempt from the formal take-over bid requirements and to provide shareholders with an equal opportunity to participate in a take-over bid and receive full and fair value for their common shares.

The SRP encourages a potential acquirer who makes a take-over bid to proceed either by way of a “Permitted Bid” (described below), which generally requires a take-over bid to satisfy certain minimum standards designed to promote fairness, or with the concurrence of the board. If a take-over bid fails to meet these minimum standards and the SRP is not waived by the board, the SRP provides that holders of common shares, other than the acquirer, will be able to purchase additional common shares at a significant discount to market, thus exposing the person acquiring common shares to substantial dilution of its holdings.

As at the date hereof, the board is not aware of any pending or threatened take-over bid for the company and the SRP has not been adopted in response to any proposal to acquire control of the company.

In adopting the SRP, the board considered the legislative framework governing take-over bids in Canada. The current framework requires that the minimum bid period be a period of at least 105 days (which the company’s board can agree to reduce to not less than 35 days), that all non-exempt take-over bids meet a minimum tender requirement of more than 50% of the outstanding securities held by independent shareholders, and that the bid be extended by ten days after the minimum tender requirement is met. However, the framework does not apply to exempt take-over bids. As such, the board believes there continues to be a role for shareholder rights plans in protecting issuers and preventing the unequal treatment of shareholders. Some remaining areas of concern include:

•

protecting against “creeping bids” (the accumulation of more than 20% of the common shares through purchases exempt from Canadian take-over bid rules, such as (i) purchases from a small group of shareholders under private agreements at a premium to the market price not available to all shareholders, (ii) acquiring control through the slow accumulation of shares over a stock exchange without paying a control premium, or (iii) through other transactions outside of Canada that may not be formally subject to Canadian take-over bid rules), and requiring the bid to be made to all shareholders; and

•

preventing a potential acquirer from entering into lock-up agreements with existing shareholders prior to launching a take-over bid, except for permitted lock-up agreements as specified in the SRP.

By applying to all acquisitions of 20% or more of the common shares, except in limited circumstances including Permitted Bids (as defined in the SRP), the SRP is designed to help ensure that all shareholders receive equal treatment. In addition, there may be circumstances where bidders request lock-up agreements that are not in the best interest of the company or its shareholders.

As a result, the board has determined that it is advisable and in the best interests of the company and its shareholders that the company retain the SRP.

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It is not the intention of the board, in recommending the ratification of the SRP to either secure the continuance of the directors or management of the company or to preclude a take-over bid for control of the company. The SRP provides that shareholders may tender to take-over bids which meet the Permitted Bid criteria. Furthermore, even in the context of a take-over bid that does not meet the Permitted Bid criteria, the board is always bound to consider any take-over bid for the company and consider whether or not it should waive the application of the SRP in respect of such bid. In discharging such responsibility, the board will be obligated to act honestly and in good faith with a view to the best interests of the company.

The SRP does not preclude any shareholder from utilizing the shareholder proposal and proxy solicitation mechanisms of the Ontario Business Corporations Act (OBCA), the company’s governing corporate statute, to promote a change in the management or direction of the company, and will have no effect on the rights of holders of the company’s common shares to requisition a meeting of shareholders in accordance with the provisions of applicable legislation.

The SRP is not expected to interfere with the day-to-day operations of the company. Neither the existence of the outstanding Rights nor the issuance of additional Rights in the future will in any way alter the financial condition of the company, impede its business plans, or alter its financial statements. In addition, the SRP is initially not dilutive. However, if a “Flip-in Event” (described below) occurs and the Rights separate from the common shares as described below, reported earnings per share and reported cash flow per share on a fully-diluted or non-diluted basis may be affected. In addition, holders of Rights not exercising their Rights after a Flip-in Event may suffer substantial dilution.

Summary of the SRP

The SRP is available on SEDAR+ at https://www.sedarplus.ca under the name of Kinross Gold Corporation as a filing made on March 16, 2018 or upon request by contacting the Corporate Secretary of the company at legalnotices@kinross.com.

The following is a summary of the principal terms of the SRP, which summary is qualified in its entirety by reference to the terms of the SRP.

(i)

Effective Time

The effective time of the SRP is 12:01 a.m. on March 29, 2018.

(ii)

Term

The SRP will remain in effect until the conclusion of Kinross’ annual shareholder meeting in 2027, subject to reconfirmation at this meeting.

(iii)

Issuance of Rights

At the Effective Time, one right (a Right) was issued and attached to each outstanding common share and has and will attach to each common share subsequently issued.

(iv)

Rights Exercise Privilege

The Rights will separate from the common shares and will be exercisable ten trading days (the Separation Time) after a person has acquired, or commences a take-over bid to acquire, 20% or more of the common shares, other than by an acquisition pursuant to a take-over bid permitted by the SRP (a Permitted Bid). The acquisition by any person (an Acquiring Person) of 20% or more of the common shares, other than by way of a Permitted Bid, is referred to as a “Flip-in Event”. Any Rights held by an Acquiring Person will become void upon the occurrence of a Flip-in Event. Ten trading days after the occurrence of the Flip-in Event, each Right (other than those held by the Acquiring Person), will permit the purchase of $180 worth of common shares for $90.

(v)

Certificates and Transferability

Prior to the Separation Time, the Rights are evidenced by the registered ownership of the common shares (whether or not evidenced by a certificate representing common shares) issued from and after the Effective Time and are not to be transferable separately from the common shares. From and after the Separation Time, the Rights will be evidenced by separate certificates that will be transferable and traded separately from the common shares.

Permitted Bid Requirements

The requirements for a Permitted Bid include the following:

the take-over bid must be made to all holders of record of common shares, other than the bidder;

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Executive
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Business of
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Directors

Executive
Compensation

Governance

Appendices

the take-over bid must contain the following irrevocable and unqualified conditions:

(i)

no common shares shall be taken up or paid for:

(a)

prior to the close of business on a date which is not less than 105 days following the date of the bid, or such shorter minimum period as determined in accordance with section 2.28.2 or section 2.28.3 of National Instrument 62-104 — Take-Over Bids and Issuer Bids (NI 62-104) for which a take-over bid (that is not exempt from any of the requirements of Division 5 (Bid Mechanics) of NI 62-104) must remain open for deposits of securities thereunder, in the applicable circumstances at such time, pursuant to NI 62-104; and

(b)

unless, at the close of business on the date common shares are first taken up or paid for under such bid, more than 50% of the then outstanding common shares held by shareholders other than the bidder, its affiliates and persons acting jointly or in concert with other persons (the “Independent Shareholders”) shall have been tendered or deposited pursuant to the bid and not withdrawn;

unless the take-over bid is withdrawn, common shares may be tendered or deposited at any time during the period which applies pursuant to the clause summarized in B(i)(a) above, and any Shares tendered or deposited pursuant to the take-over bid may be withdrawn until taken up and paid for; and

if the condition summarized in B(i)(b) above is satisfied, the Offeror must make a public announcement of that fact and the Take-over Bid must be extended for a period of not less than ten days from the date of such public announcement.

The SRP also allows for a competing Permitted Bid (a Competing Permitted Bid) to be made while a Permitted Bid is in existence. A Competing Permitted Bid must satisfy all the requirements of a Permitted Bid except for those set out in B(i)(a) above.

(vi)

Waiver

The board, acting in good faith, may, prior to the occurrence of a Flip-in Event, waive the application of the SRP to a particular Flip-in Event (an Exempt Acquisition) where the take-over bid is made by a take-over bid circular to all the holders of common shares. Where the board exercises the waiver power for one take-over bid, the waiver will also apply to any other take-over bid for the company made by a take-over bid circular to all holders of common shares prior to the expiry of any other bid for which the SRP has been waived.

(vii)

Redemption

The board with the approval of a majority vote of the votes cast by shareholders (or the holders of Rights if the Separation Time has occurred) voting in person and by proxy, at a meeting duly called for that purpose, may redeem the Rights at $0.00001 per common share. Rights may also be redeemed by the board without such approval following completion of a Permitted Bid, Competing Permitted Bid or Exempt Acquisition.

(viii)

Amendment

The board may amend the SRP with the approval of a majority of the votes cast by shareholders (or the holders of Rights if the Separation Time has occurred) voting in person and by proxy at a meeting duly called for that purpose. The board without such approval may correct clerical or typographical errors and, subject to approval as noted above at the next meeting of the shareholders (or holders of Rights, as the case may be), may make amendments to the SRP to maintain its validity due to changes in applicable legislation.

(ix)

Board of Directors

The SRP will not detract from or lessen the duty of the board to act honestly and in good faith with a view to the best interests of the company. The board, when a Permitted Bid is made, will continue to have the duty and power to take such actions and make such recommendations to shareholders as are considered appropriate.

(x)

Exemptions for Investment Advisors

Investment advisors (for fully managed accounts), mutual funds, trust companies (acting in their capacities as trustees and administrators), statutory bodies whose business includes the management of funds and administrators of registered pension plans acquiring greater than 20% of the common shares are exempted from triggering a Flip-in Event, provided that they are not making, or are not part of a group making, a take-over bid.

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Executive
Summary

Voting

Business of
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Directors

Executive
Compensation

Governance

Appendices

(xi)

No Fairness Opinion Required

The SRP does not require a fairness opinion to be delivered in connection with a Permitted Bid.

Resolution reconfirming the SRP

The text of the resolution approving the continuation of the SRP to be put before shareholders at the meeting is given below. For the reasons indicated above, the board and management of the company believe that the SRP is in the best interest of the company and its shareholders. Reconfirmation of the SRP by a majority of the votes cast at the meeting by shareholders voting virtually or by proxy is required for its continued validity. In the absence of such reconfirmation, the SRP will cease to have any effect.

“BE IT RESOLVED THAT:

The Shareholder Rights Plan Agreement between the company and Computershare Investor Services Inc. adopted on March 15, 2018, be, and it is hereby ratified, reconfirmed and approved; and

Any director or officer of the company be, and each is hereby, authorized and directed, for and on behalf of the company, to sign and execute all documents, to conclude any agreements and to do and perform all acts and things deemed necessary or advisable in order to give effect to this resolution, including compliance with all securities laws and regulations.”

The named proxyholders if named as proxy, intend to vote the common shares represented by such proxy for the reconfirmation of the Shareholder Rights Plan Agreement, unless the shareholder who has given such proxy has directed that the shares be voted against it.

At the 2021 annual meeting of shareholders, 91.02% (718,910,746) of votes cast were for and 8.98% (70,933,553) of votes were cast against the reconfirmation of the Shareholder Rights Plan Agreement.

Advisory vote on approach to executive compensation

Our compensation program seeks to attract, retain, motivate and reward executives through competitive pay practices which reinforce Kinross’ pay-for-performance philosophy and focus executive interests on developing and implementing strategies that create and deliver value for shareholders. Kinross believes that its compensation programs are consistent with those objectives, and are in the best interest of the company, including its shareholders. Detailed disclosure of our executive compensation program is provided under “Executive compensation discussion and analysis” starting on page 63.

In 2011, the board adopted a policy to hold a non-binding advisory vote on the approach to executive compensation as disclosed in the management information circular at each annual meeting. This policy is now part of the consolidated Corporate Governance Guidelines adopted by the board in November 2015 and last updated in February 2021. This shareholder vote forms an important part of the ongoing process of engagement between shareholders and the board on executive compensation. Voting results since inception of the policy are provided on page 64 under the heading “Shareholder Engagement and Say on Pay”.

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Letter to
Shareholders

Executive
Summary

Voting

Business of
the Meeting

Directors

Executive
Compensation

Governance

Appendices

At the meeting, shareholders will have an opportunity to vote on our approach to executive compensation through consideration of 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 the management information circular delivered in advance of the 2024 annual meeting of shareholders of the company.”

Because your vote is advisory, it will not be binding upon the board. However, the human resources and compensation committee (HRCC) will take into account the results of the vote when considering future executive compensation arrangements.

The named proxyholders, if named as proxy, intends to vote the common shares represented by any such proxy for approval of the advisory resolution on Kinross’ approach to executive compensation, unless the shareholder who has given such proxy has directed that the shares be voted against it.

At the 2023 annual meeting of shareholders, 91.03% (664,653,377) of votes cast were for and 8.97% (65,483,076) of votes were cast against the advisory resolution on our approach to executive compensation.

OTHER BUSINESS

Management does not intend to introduce any other business at the meeting and is not aware of any amendments to the matters to be considered at the meeting. If other business or amendments to the matters to be considered at the meeting are properly brought before the meeting, common shares represented by proxies appointing the named proxyholders as proxyholder will be voted in accordance with their best judgement.

2025 SHAREHOLDER PROPOSALS

The Business Corporations Act (Ontario) (OBCA) permits certain eligible shareholders to submit shareholder proposals to the company, which may be included in a management proxy circular relating to an annual meeting of shareholders. The final date by which the company must receive shareholder proposals for the annual meeting of shareholders in 2025 is March 10, 2025.

SHAREHOLDER NOMINATIONS FOR DIRECTORS

Shareholders may at any time submit to the board the names of individuals for consideration as directors. The corporate governance and nominating committee will consider such submissions when assessing the diversity, skills and experience required on the board to enhance overall board composition and oversight capabilities and making recommendations for individuals to be nominated for election as directors.

Holders of shares representing in the aggregate not less than 5% of Kinross’ outstanding shares may nominate individuals to serve as directors and have their nominations included in Kinross’ proxy circular for its annual meeting by submitting a shareholder proposal in compliance with and subject to the provisions of the OBCA. No such shareholder proposal was received this year.

ADVANCE NOTICE REQUIREMENTS

The company’s by-laws (by-laws) contain an advance notice requirement for director nominations. These requirements are intended to provide a transparent, structured and fair process with a view to providing shareholders an opportunity to submit their proxy voting instructions on an informed basis. Shareholders who wish to nominate candidates for election as directors must provide timely notice in writing to the Corporate Secretary of the company and include the information set out in the company’s by-laws. The notice must be made not less than 30 days prior to the date of an annual meeting of shareholders. A copy of the by-laws of the company is available through the Kinross website at www.kinross.com/about/governance.

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Letter to
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Executive
Summary

Voting

Business of
the Meeting

Directors

Executive
Compensation

Governance

Appendices

DIRECTORS

BOARD ATTRIBUTES:

•

3 of 10 (30%) nominees for election at the meeting are women, including the Independent Chair and Chair of the human resources and compensation committee

•

10 of 11 (91%) directors are independent, and 9 of 10 (90%) nominees for election at the meeting are independent

•

The board nominees include one director who is a member of the Indigenous Peoples and one director who is a racialized person

•

All board committees are composed solely of independent directors

•

The board and all board committees met independent of management at all of the meetings in 2023, including at regularly scheduled and special meetings

•

Chair of audit and risk committee is a financial expert

•

Annually, the board evaluates itself, as a whole, and conducts a peer review of individual directors

•

The board has adopted, and adheres to, comprehensive Corporate Governance Guidelines

•

There are currently no public company interlocking directorships as none of the directors serve together as directors or trustees of any other public entity

2023 BOARD ACTIVITY HIGHLIGHTS:

•

Considered and adopted a strategic business plan proposed by management

•

Considered possible strategic initiatives for the company

•

Approved a US$500 million debt offering in the United States

•

Approved the redemption of outstanding Notes due in 2024

•

Approved authorizations for the buyback of the company’s shares

•

Approved the payment of quarterly dividends

•

Received updates and reviewed issues relating to the company’s material properties

ABOUT THE NOMINATED DIRECTORS

The following tables set forth certain information with respect to all persons proposed to be nominated by management for election as directors. Shareholders can vote for or withhold from voting on the election of each nominee on an individual basis. Unless authority is withheld, the named proxyholder, if named as proxy, intends to vote for these nominees. All of the nominees have established their eligibility and willingness to serve as directors. Unless stated otherwise, the information set out below is as of December 31, 2023. (Footnotes pertaining to the director nominees are on page 43).

Each of the following nominees other than Mr. George N. Paspalas was elected as directors at Kinross’ 2023 annual meeting of shareholders and is being proposed for re-election at the meeting.

The corporate governance and nominating committee and the board completed a detailed review of potential candidates for appointment to the board in connection with Mr. Atkinson’s planned retirement. Various considerations were taken into account during the review process, including prior senior operational and resource industry experience, expertise in other key functional areas, board diversity and board continuity. The board also engaged an independent search firm to assist with sourcing candidates and to facilitate the review process. The review process culminated in the board shortlisting Mr. Paspalas to join the board.

Mr. Paspalas was appointed to the board effective January 1, 2024, and is, for the first time, being proposed for election by shareholders at the meeting.

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Letter to
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Summary

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Business of
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Compensation

Governance

Appendices

KERRY D. DYTE (64) Independent

Mr. Dyte is a corporate director and was most recently Executive Transition Advisor at Cenovus Energy Inc. (Cenovus), an integrated Canadian oil company headquartered in Calgary, a position he held from December 2015 until his retirement in March 2016. Prior to that, he was the Executive Vice-President, General Counsel and Corporate Secretary at Cenovus from December 2009 to December 2015. From December 2002 to December 2009 he was the Vice-President, General Counsel and Corporate Secretary of EnCana Corporation (EnCana), a leading North American energy producer. Prior to that, he held the position of Assistant General Counsel and Corporate Secretary from April 2002 to December 2002 at EnCana. From June 2001 to April 2002, he held the position of Assistant General Counsel at Alberta Energy Company Ltd., prior to its merger with PanCanadian Energy Corporation to form EnCana. He was the Treasurer of Mobil Oil Canada Ltd. from August 1997 to December 2000. From March 1991 to August 1997 he was the Senior Counsel and Assistant Corporate Secretary of Mobil Oil Canada Ltd. In 1996 he was also posted to Mobil Oil Australia where he was Senior Counsel.

Mr. Dyte served on the Financial Review Advisory Committee of the Alberta Securities Commission from 2010 to 2015. He was the president (2013 to 2014) and member of the executive committee (2004 to 2008; 2011 to 2015) of the Association of Canadian General Counsels. In November 2019, Mr. Dyte became a director of Hull Child and Family Foundation, a charity providing funding to Hull Services, a not for profit organization that provides integrated behavioural and mental health services for children and families.

Mr. Dyte holds a Bachelor of Law degree from the University of Alberta, Canada. He has also completed the Directors Education Program from the Institute of Corporate Directors, Calgary and currently holds the ICD.D designation.

2023 general meeting election voting results
Vote Type	Number of shares voted	% on total number of shares voted
For	718,548,083	98.41
Withheld	11,588,376	1.59

Public board and committee memberships: none

2023 board and committee membership			Attendance
Board of directors			7 of 7 (100%)
Audit and risk			4 of 4 (100%)
Corporate governance and nominating			4 of 4 (100%)

Securities held
Year	2023		2022		Change
Common shares (#)		40,500		40,500		nil
DSUs (#)		153,714		126,302		27,412
Total common shares and DSUs (#)		194,214		166,802		27,412
Total at-risk value of common shares and DSUs at book value (C$)1		1,131,824		949,448		182,376
Total at-risk value of common shares and DSUs at market value (C$)1		1,557,596		920,747		636,849
Meets share ownership requirement2	Yes — 192%


		Kerry D. Dyte Calgary, Alberta, Canada
		Director since November 8, 2017
		Skill/area of experience5 • Managing or leading growth • International • Senior officer • Operations • Mining or global resource industry • Investment banking/ mergers and acquisitions • Financial literacy • Communications, investor relations, public relations and media • Corporate responsibility and sustainable development • Risk management • Governance/board • Legal

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Letter to
Shareholders

Executive
Summary

Voting

Business of
the Meeting

Directors

Executive
Compensation

Governance

Appendices

GLENN A. IVES (63) Independent

Mr. Ives is a corporate director and has held various leadership positions with Deloitte Canada including as an audit specialist in the mining sector during his tenure with them from 1999 to 2020. He served as Deloitte’s mining leader for North and South America from 2007 to March 2020. He was Executive Chair from 2010 to 2018 and Vice Chair from 2006 to 2010. He served as an Audit Partner from 1999 to 2010. Prior to joining Deloitte, from 1993 to 1999, Mr. Ives was CFO and Director of Vengold Inc. and from 1988 to 1993 he was with TVX Gold Inc. as Vice-President of Finance. Mr. Ives also served as a Director of Lihir Gold Inc. from 1997 to 1999. Mr. Ives was an audit manager with Coopers & Lybrand from 1985 to 1988.

Mr. Ives is currently the Chair of the St. Paul’s Hospital Foundation (Vancouver) and the Chair of University of Waterloo’s School of Accounting and Finance Advisory Board. Mr. Ives is a Board member, Treasurer and Finance Committee Chair with West Vancouver United Church and also serves as a Board member for Bard on the Beach and ReGen Recovery Inc. He served as a Board member on the Princess Margaret Cancer Foundation from 2010 to 2019 (Chair from 2016 to 2018). Mr. Ives holds a Bachelor of Mathematics (Honours) from the University of Waterloo and is a Fellow of the Chartered Professional Accountants of British Columbia and a member of Chartered Professional Accountants of Ontario.

2023 general meeting election voting results
Vote Type	Number of shares voted	% on total number of shares voted
For	706,390,427	96.75
Withheld	23,746,032	3.25

2023 board and committee membership9			Attendance
Board of directors			7 of 7 (100%)
Audit and risk			4 of 4 (100%)
Human resources and compensation			6 of 6 (100%)

Public board memberships			Board committee memberships
Wheaton Precious Metals			Human resources
NervGen Pharma Corp.			Audit (Chair); Governance and nominating

Securities held
Year	2023		2022		Change
Common shares (#)		70,000		70,000		nil
DSUs (#)		89,213		59,289		29,924
Total common shares and DSUs (#)		159,213		129,289		29,924
Total at-risk value of common shares and DSUs at book value (C$)1		1,133,574		934,480		199,094
Total at-risk value of common shares and DSUs at market value (C$)1		1,276,888		713,675		563,213
Meets share ownership requirement2		Yes — 158%


		Glenn A. Ives Vancouver, British Columbia, Canada
		Director since May 6, 2020
		Skill/area of experience5 • Managing or leading growth • International • Senior officer • Operations • Mining or global resource industry • Information technology • Cybersecurity competency • Human resources • Investment banking/ mergers and acquisitions • Financial literacy • Corporate responsibility and sustainable development • Government relations • Governance/board • Risk management

2024 MANAGEMENT INFORMATION CIRCULAR KINROSS GOLD

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Letter to
Shareholders

Executive
Summary

Voting

Business of
the Meeting

Directors

Executive
Compensation

Governance

Appendices

AVE G. LETHBRIDGE (62) Independent

Ms. Lethbridge is a corporate director and former executive with over 30 years of human resources experience in the energy, utility and telecom industry and over 19 years as a senior executive officer for Toronto Hydro Corporation, most recently as Executive Vice-President and Chief Human Resources and Safety Officer from 2013 to December 2021. Ms. Lethbridge has held key leadership positions with Toronto Hydro, including in areas encompassing human resources strategy, labour relations, environment, health and safety, business continuity and pandemic incident command, corporate social responsibility, sustainability (ESG), climate change strategy targets, mergers and restructuring, succession, enterprise risk, security & crisis management, regulatory compliance, strategy, technology change and innovation, government relations, and corporate governance.

Ms. Lethbridge serves as an independent director for Algoma Steel Inc. and is a member of the Human Resources and Compensation Committee and the Operations and Capital Projects Committee. She holds a Master of Science degree in Organizational Development from Pepperdine University with international consulting experience in the U.S., China and Mexico. She has completed the Directors’ Education Program from the Institute of Corporate Directors at the University of Toronto’s Rotman School of Management and currently holds the ICD.D designation. She is a Certified Human Resource Executive (CHRE) and holds a Climate & Biodiversity Certificate and Designation (CCB.D) from Competent Boards. In 2021, she was the recipient of the Energy Lifetime Achievement award from the Ontario Energy Association.

2023 meeting election voting results
Vote Type	Number of shares voted	% on total number of shares voted
For	686,126,388	93.97
Withheld	44,009,182	6.03

2023 board and committee membership			Attendance
Board of directors			7 of 7 (100%)
Corporate governance and nominating			4 of 4 (100%)
Human resources and compensation			6 of 6 (100%)

Public board memberships			Board committee memberships
Algoma Steel Inc.			Human resources and compensation; Operational and capital projects

Securities held
Year	2023		2022		Change
Common shares (#)		nil		nil		nil
DSUs (#)		317,811		275,140		42,671
Total common shares and DSUs (#)		317,811		275,140		42,671
Total at-risk value of common shares and DSUs at book value (C$)1		1,723,500		1,439,594		283,906
Total at-risk value of common shares and DSUs at market value (C$)1		2,548,844		1,518,773		1,030,071
Meets share ownership requirement2		Yes — 315%


		Ave G. Lethbridge Toronto, Ontario, Canada
		Director since May 6, 2015
		Skill/area of experience5 • Managing or leading growth • Senior officer • Operations • Mining or global resource industry • Information technology • Cybersecurity competency • Human resources • Financial literacy • Corporate responsibility and sustainable development • Government relations • Environmental and social • Governance/board • Risk management • Climate competency

2024 MANAGEMENT INFORMATION CIRCULAR KINROSS GOLD

TABLE OF CONTENTS

Letter to
Shareholders

Executive
Summary

Voting

Business of
the Meeting

Directors

Executive
Compensation

Governance

Appendices

MICHAEL A. LEWIS (62) Independent

Mr. Lewis is a corporate director with over 35 years of experience in electric utility operations. He was most recently Senior Vice President, Electric Operations and Interim President of Pacific Gas and Electric Company (PG&E), an American electric utility company, a position he held since July 2020 until his retirement in December 2020. From 2018 to 2020 he served as PG&E’s Vice President of Electric Distribution and Senior Vice President of Electric Operations. Prior to joining PG&E, from 1986 to 2018, Mr. Lewis held various senior leadership positions with Duke Energy Corporation and its predecessors. He started his career in 1986 with Florida Power, working in the field as an electrical engineer, and progressing steadily through the ranks to hold various supervisory and managerial positions until 2000. From 2000 to 2008, he was Vice President at Florida Power and Progress Energy, overseeing a range of functional responsibilities. Between 2008 and 2018, he held the position of Senior Vice President at both Progress Energy and Duke Energy.

Mr. Lewis currently serves on the board of Osmose Utilities Services Company and is a member of its audit committee. He has previously held volunteer positions with or served as a member of the boards of The United Way of Central Carolinas, the Florida International Museum, the California Governor’s Earthquake Advisory Commission and the Bay Area Chapter of the American Red Cross. Mr. Lewis holds a Bachelor of Science Degree in Electrical Engineering from the University of Florida and an MBA from Nova Southeastern University. He has also attended the Advanced Management Program at Duke University and an Executive Management Program at The Wharton School, University of Pennsylvania.

2023 general meeting election voting results
Vote Type	Number of shares voted	% on total number of shares voted
For	727,047,035	99.58
Withheld	3,088,536	0.42

2023 board and committee membership			Attendance4
Board of directors			4 of 4 (100%)
Corporate governance and nominating			2 of 2 (100%)
Corporate responsibility and technical			4 of 4 (100%)

Public board memberships			Board committee memberships
Portland General Electric			Finance (Chair); Compensation
NewPark Resources Inc.			Audit; Compensation; ESG/Governance (Chair)

Securities held

Year

2023

2022

Change

Common shares (#)

nil

DSUs (#)

14,186

nil

14,186

Total common shares and DSUs (#)

14,186

nil

14,186

Total at-risk value of common shares and DSUs
at book value (C$)1

96,911

nil

96,911

Total at-risk value of common shares and DSUs at market value (C$)1

113,772

nil

113,772

Meets share ownership requirement3

N/A


		Michael A. Lewis Bethesda, Maryland, USA
		Director since May 10, 2023
		Skill/area of experience5 • Managing or leading growth • Senior officer • Operations • Financial literacy • Corporate responsibility and sustainable development • Governance/board • Risk management • Climate competency

2024 MANAGEMENT INFORMATION CIRCULAR KINROSS GOLD

TABLE OF CONTENTS

Letter to
Shareholders

Executive
Summary

Voting

Business of
the Meeting

Directors

Executive
Compensation

Governance

Appendices

ELIZABETH D. McGREGOR (47) Independent

Ms. McGregor is a corporate director and was most recently the Executive Vice-President and Chief Financial Officer of Tahoe Resources Inc., a position she held from August 2016 until her retirement in February 2019. Prior to that, she held the position of Vice-President and Treasurer from October 2013 to August 2016. From April 2007 to October 2013, Ms. McGregor held progressively senior positions in Goldcorp Inc.; from April 2007 to December 2008 as Director of Risk, and from January 2009 to October 2010 as Administration Manager at the Peñasquito mine providing financial and management oversight to the $1.6 billion construction project in Mexico. From November 2010 to October 2013, as Director, Project Finance and Cost Control, she provided financial oversight for construction projects totaling $7 billion. Ms. McGregor started her career as an Audit Manager with KPMG LLP from 2001 to 2006.

Ms. McGregor holds a Bachelor of Arts (Honours) degree in Sociology from Queen’s University in Kingston, Ontario and is a Canadian Chartered Professional Accountant (CPA, CA).

2023 general meeting election voting results
Vote Type	Number of shares voted	% on total number of shares voted
For	727,136,522	99.59
Withheld	2,999,938	0.41

2023 board and committee membership			Attendance
Board of directors			7 of 7 (100%)
Audit and risk			4 of 4 (100%)
Corporate responsibility and technical			6 of 6 (100%)

Public board memberships			Board committee memberships
Orla Mining Ltd.			Audit (Chair); Compensation

Securities held
Year	2023		2022		Change
Common shares (#)		nil		nil		nil
DSUs (#)		112,662		78,320		34,342
Total common shares and DSUs (#)		112,662		78,320		34,342
Total at-risk value of common shares and DSUs at book value (C$)1		766,375		537,891		228,484
Total at-risk value of common shares and DSUs at market value (C$)1		903,549		432,326		471,223
Meets share ownership requirement2		Yes — 112%


		Elizabeth D. McGregor Vancouver, British Columbia, Canada
		Director since November 6, 2019
		Skill/area of experience5 • Managing or leading growth • International • Senior officer • Mining or global resource industry • Information technology • Investment banking/ mergers and acquisitions • Financial literacy • Governance/board • Risk management

2024 MANAGEMENT INFORMATION CIRCULAR KINROSS GOLD

TABLE OF CONTENTS

Letter to
Shareholders

Executive
Summary

Voting

Business of
the Meeting

Directors

Executive
Compensation

Governance

Appendices

CATHERINE McLEOD-SELTZER (64) Independent

Ms. McLeod-Seltzer is a corporate director and a recognized leader in the minerals industry for her ability to create growth-focused companies that generate significant shareholder value. She was appointed the Independent Chair of the company effective January 1, 2019 having served as a director since 2005. She has been the Non-Executive Chair, founder and a director of Bear Creek Mining, a silver mining company, since 2003 and from 1997 through 2013 was the Non-Executive/Independent Chair and a director of Pacific Rim Mining Corp. From 1994 to 1996, she was the President, Chief Executive Officer and a director of Arequipa Resources Ltd., a publicly traded company which she co-founded in 1992. From 1985 to 1993, she was employed by Yorkton Securities Inc. as an institutional trader and broker, and also served as Operations Manager in Santiago, Chile (1991-1992). She has a Bachelor’s degree in Business Administration from Trinity Western University.

2023 general meeting election voting results
Vote Type	Number of shares voted	% on total number of shares voted
For	630,271,965	86.32
Withheld	99,864,494	13.68

2023 board and committee membership9			Attendance
Board of directors			7 of 7 (100%)
Corporate responsibility and technical4			2 of 2 (100%)
Human resources and compensation			6 of 6 (100%)

Public board memberships			Board committee memberships
Bear Creek Mining Corporation, Chair			Compensation; Nominating and governance
Lucara Diamond Corp.			Audit; Corporate governance and nominating; Safety, health, environment and community relations (Chair)
Flow Capital Corp.			Audit; Compensation (Chair)

Securities held
Year	2023		2022		Change
Common shares (#)		12,296		12,296		nil
DSUs (#)		443,306		390,380		52,926
Total common shares and DSUs (#)		455,602		402,676		52,926
Total at-risk value of common shares and DSUs at book value (C$)1		2,866,373		2,514,244		352,129
Total at-risk value of common shares and DSUs at market value (C$)1		3,653,928		2,222,772		1,431,156
Meets share ownership requirement2		Yes — 451%


		Catherine McLeod-Seltzer Vancouver, British Columbia, Canada
		Director since October 26, 2005
		Skill/area of experience5 • Managing or leading growth • International • Senior officer • Operations • Mining or global resource industry • Financial literacy • Investment banking/ mergers and acquisitions • Communications, investor relations, public relations and media • Corporate responsibility and sustainable development • Government relations • Governance/board • Environmental and social • Risk management

2024 MANAGEMENT INFORMATION CIRCULAR KINROSS GOLD

TABLE OF CONTENTS

Letter to
Shareholders

Executive
Summary

Voting

Business of
the Meeting

Directors

Executive
Compensation

Governance

Appendices

KELLY J. OSBORNE (67) Independent

Mr. Osborne is a corporate director and was most recently, until his retirement in June 2022, the CEO of Twin Metals Minnesota, a wholly-owned subsidiary of Antofagasta plc. Previously, he was the President and Chief Executive Officer and a Director of Duluth Metals where he also held the position of Chief Operating Officer from July 2012 to April 2014 and the position of Chief Executive Officer of Twin Metal Minnesota, a wholly owned subsidiary of Duluth Metals, from July 2014 to January 2015. From 2004 to 2012, he held various progressive leadership positions with Freeport McMoRan Copper & Gold, Indonesia, starting as Manager, Underground Development, from 2004 to 2006; Vice President, Underground Operations, from 2006 to 2010 and finally as Senior Vice President, Underground Mines, from 2010 to 2012. From October 2002 to August 2004, he served as the area manager for Vulcan Materials Company, a leading producer of construction materials in the United States.

From 1998 to 2002, he was a Mine Superintendent with Stillwater Mining Company. From 1992 to 1998, he was Plant Manager with J.M. Huber Corporation, a Texas based multinational supplier of engineered materials. From 1984 to 1992, he was with Homestake Mining Company (Homestake) which later merged into Barrick Gold Corporation in 2002. At Homestake, he started as a Corporate Management Trainee, a position he held from 1984 to 1986, he progressed to the position of a Mine Planning Engineer, a position he held from 1986 to 1988 and was a Mine Captain from 1988 to 1992.

Mr. Osborne holds a Bachelor of Science Degree in Mine Engineering from the University of Arizona, Tucson, Arizona.

2023 general meeting election voting results
Vote Type	Number of shares voted	% on total number of shares voted
For	721,132,144	98.77
Withheld	9,003,427	1.23

2023 board and committee membership			Attendance
Board of directors			7 of 7 (100%)
Corporate responsibility and technical			6 of 6 (100%)
Corporate governance and nominating			4 of 4 (100%)

Public board and committee memberships: none

Securities held
Year	2023		2022		Change
Common shares (#)		nil		nil		nil
DSUs (#)		417,258		360,519		56,739
Total common shares and DSUs (#)		417,258		360,519		56,739
Total at-risk value of common shares and DSUs at book value (C$)1		2,356,530		1,979,034		377,496
Total at-risk value of common shares and DSUs at market value (C$)1		3,346,409		1,990,065		1,356,344
Meets share ownership requirement2		Yes — 413%


		Kelly J. Osborne Horseshoe Bay, Texas, USA
		Director since May 6, 2015
		Skill/area of experience5 • Managing or leading growth • International • Senior officer • Operations • Mining or global resource industry • Financial literacy • Investment banking/ mergers and acquisitions • Communications, investor relations, public relations and media • Corporate responsibility and sustainable development • Government relations • Governance/board • Environmental and social • Risk management • Climate competency

2024 MANAGEMENT INFORMATION CIRCULAR KINROSS GOLD

TABLE OF CONTENTS

Letter to
Shareholders

Executive
Summary

Voting

Business of
the Meeting

Directors

Executive
Compensation

Governance

Appendices

GEORGE N. PASPALAS (62) Independent

Mr. Paspalas is a corporate director and is currently the President & Chief Executive Officer and a board director of MAG Silver Corp., a Canadian silver producer and exploration company, a position he has held from October 2013. From August 2011 to June 2013, he was the President & Chief Executive Officer and a board director of Aurizon Mine Ltd., a Canadian gold mining company. Between June 2007 and December 2011, he held the position of Senior Vice President, Operations & Chief Operating Officer at Silver Standard Resources Inc. (now SSR Mining Inc.), a Canadian gold and silver mining company. For a brief period in 2007, he also held the position of President & Chief Operating Officer at Sargold Resources Corp. From 1988 to 2006, he held various progressive leadership positions with Placer Dome Inc., finally holding the position of Senior Vice President, Projects and Technical Development from October 2004 to April 2006. Between 1985 and 1988, Mr. Paspalas worked as a Production Engineer at Worsley Alumina, a bauxite mining company based at Western Australia.

Mr. Paspalas has also served on the boards of Pretivm Resources Inc. from 2013 to 2022 and Sardinia Gold Mining SpA (a private company) from 2006 to 2007.

Mr. Paspalas holds a Bachelor of Engineering (Honours) from the University of New South Wales and has completed the Advanced Management Program from INSEAD.

2024 board committee membership:
Corporate responsibility and technical

Public board memberships			Board committee memberships
MAG Silver Corp.			none
Mr. Paspalas does not own any common shares or DSUs in the company.3


		George N. Paspalas Vancouver, British Columbia, Canada
		Director since January 1, 2024
		Skill/area of experience5 • Managing or leading growth • International • Senior officer • Operations • Mining, global resource industry • Investment banking/ mergers and acquisitions • Communications, investor relations, public relations and media • Risk management • Environmental and social • Governance/board

2024 MANAGEMENT INFORMATION CIRCULAR KINROSS GOLD

TABLE OF CONTENTS

Letter to
Shareholders

Executive
Summary

Voting

Business of
the Meeting

Directors

Executive
Compensation

Governance

Appendices

J. PAUL ROLLINSON (62) Chief Executive Officer Not Independent

Paul Rollinson was appointed to the Kinross board and as Chief Executive Officer on August 1, 2012. He was appointed Executive Vice-President, Corporate Development in September 2009 after having joined Kinross as Executive Vice-President, New Investments, in September 2008.

Prior to joining Kinross, Mr. Rollinson had a long career in investment banking spanning 17 years. From June 2001 to September 2008, he worked at Scotia Capital (Scotia) where his final position was Deputy Head of Investment Banking. During his time with Scotia, he was responsible for the mining, power/utilities, forestry and industrial sectors. From April 1998 to June 2001 he worked for Deutsche Bank AG, where his final position was Managing Director/Head of Americas for the mining group, and before that, from 1994 to April 1998 he was a senior member of the mining team at BMO Nesbitt Burns. Mr. Rollinson has an Honours Bachelor of Science Degree in Geology from Laurentian University and a Master of Engineering in Mining from McGill University.

2023 general meeting election voting results
Vote Type	Number of shares voted	% on total number of shares voted
For	727,009,549	99.57
Withheld	3,126,732	0.43

2023 board and committee membership6			Attendance
Board of directors			7 of 7 (100%)

Public board memberships			Board committee memberships
Sylvamo Corporation			Management development and compensation

Securities held
Year	2023	2022		Change
Common shares (#)	2,971,401		2,742,947		228,454
RSUs (#)	1,930,078		1,531,913		398,165
Total common shares and RSUs (#)	4,901,479		4,274,860		626,619
Total at-risk value of common shares and RSUs at book value (C$)1,7	30,406,325		28,861,719		1,544,606
Total at-risk value of common shares at market value (C$)1	23,830,636		15,141,067		8,689,569
Total at-risk value of RSUs at market value (C$)1,7	15,479,226		8,456,160		7,023,066
Total at-risk value of common shares and RSUs at market value (C$)1,7	39,309,862		23,597,227		15,712,635
Meets share ownership requirement2	Yes — 378%

Options held

Date granted

Expiry date

Exercise
price

Options
granted and
vested

Total
unexercised

At-risk value
of options
unexercised

(C$)

(#)

(C$)8

18/02/19

18/02/26

4.59

453,050

1,553,962

Total

453,050

1,553,962


		J. Paul Rollinson Toronto, Ontario, Canada
		Director since August 1, 2012
		Skill/area of experience5 • Managing or leading growth • International • Senior officer • Operations • Mining or global resource industry • Investment banking/ mergers and acquisitions • Financial literacy • Communications, investor relations, public relations and media • Corporate responsibility and sustainable development • Government relations • Environmental and social • Risk management • Governance/board

2024 MANAGEMENT INFORMATION CIRCULAR KINROSS GOLD

TABLE OF CONTENTS

Letter to
Shareholders

Executive
Summary

Voting

Business of
the Meeting

Directors

Executive
Compensation

Governance

Appendices

DAVID A. SCOTT (62) Independent

Mr. Scott is a corporate director and was most recently the lead director on the Board of Maverix Metals Inc., until its acquisition by Triple Flag Precious Metals Corp. in January 2023. Previously, he was Vice Chairman and Managing Director, Mining Global Investment Banking at CIBC Capital Markets, until his retirement in May 2019. Mr. Scott joined CIBC in 1999 and held progressively senior positions leading to his role as Vice-Chairman. During his 20 year career with CIBC, Mr. Scott played an active role in the majority of significant mining related mergers and acquisitions and equity financing transactions completed in Canada. Prior to joining CIBC, Mr. Scott was Managing Director of the Global Mining Group at RBC Dominion Securities Inc. from 1996 to 1999, Managing Director and Head of the Mining Group at Richardson Greenshields of Canada Ltd. from 1992 to 1996, held progressive positions ending with Head of the Mining Group at Levesque Beaubien Geoffrion Inc. and prior to that, worked as a geologist with the Noranda Group.

Mr. Scott was a member of the Mining Association of Canada’s Task Force on Sustainable Mining, helped to develop the CIM Valuation Standards for mineral properties, was a former multi-term director of the Prospectors and Developers Association of Canada and assisted with the development of the world’s first Mining MBA Program at the Schulich School of Business.

Mr. Scott holds a Bachelor of Applied Science in Geology from the University of Western Ontario.

2023 general meeting election voting results
Vote Type	Number of shares voted	% on total number of shares voted
For	727,634,078	99.66
Withheld	2,502,381	0.34

2023 board and committee membership9			Attendance
Board of directors			7 of 7 (100%)
Audit and risk			4 of 4 (100%)
Corporate responsibility and technical			5 of 6 (83%)

Public board and committee memberships: none

Securities held
Year	2023		2022		Change
Common shares (#)		20,000		20,000		nil
DSUs (#)		159,129		116,962		42,167
Total common shares and DSUs (#)		179,129		136,962		42,167
Total at-risk value of common shares and DSUs at book value (C$)1		1,198,463		917,919		280,544
Total at-risk value of common shares and DSUs at market value (C$)1		1,436,615		756,030		680,585
Meets share ownership requirement2		Yes — 177%


		David A. Scott Toronto, Ontario, Canada
		Director since May 8, 2019
		Skill/area of experience5 • Managing or leading growth • International • Senior officer • Mining or global resource industry • Investment banking/ mergers and acquisitions • Financial literacy • Communications, investor relations, public relations and media • Risk management • Governance/board

2024 MANAGEMENT INFORMATION CIRCULAR KINROSS GOLD

TABLE OF CONTENTS

Letter to
Shareholders

Executive
Summary

Voting

Business of
the Meeting

Directors

Executive
Compensation

Governance

Appendices

Footnotes pertaining to director nominees

Book value is calculated using the grant price for DSUs and RSUs and the cost at the time of purchase of common shares. Market value is calculated using the closing price of common shares as at December 29, 2023: C$8.02 and December 31, 2022: C$5.52.

The board has established a policy requiring each independent director to hold a minimum value of 3 times the annual board membership retainer in common shares and/or DSUs. See “Share ownership” for independent directors on page 47. For Mr. Rollinson, see “Share ownership” starting on page 75.

Mr. Lewis was elected to the board on May 10, 2023 and has until May 9, 2028 to meet his share ownership requirement. As at December 31, 2023, Mr. Lewis’s eligible shareholding is at 0.42 times his current annual board retainer. Mr. Paspalas was appointed to the board on January 1, 2024 and has until December 31, 2028 to meet his share ownership requirement. As at the date of this circular, Mr. Paspalas did not own any common shares or DSUs in the company.

Mr. Lewis was elected to the board on May 10, 2023 and as a result attended fewer board and committee meetings in 2023 than the other directors due to his abridged tenure on the board. Ms. McLeod-Seltzer served on the corporate responsibility and technical committee only until May 9, 2023 and as a result attended fewer meetings of the committee than other directors.

See “Directors’ skills and experience” on page 45 for a description of such skills/experience.

Mr. Rollinson is not a member of any board committee; as the Chief Executive Officer, he is not an independent director.

Includes 100% of restricted performance share units (RPSUs).

Computed by multiplying the number of unexercised options to the difference between the December 31, 2023 closing price and the exercise price of options at the time of grant.

Ms. McLeod-Seltzer, Mr. Ives and Mr. Scott were each members of an ad hoc special committee, which did not hold any formal meetings during 2023.

2024 MANAGEMENT INFORMATION CIRCULAR KINROSS GOLD

TABLE OF CONTENTS

Letter to
Shareholders

Executive
Summary

Voting

Business of
the Meeting

Directors

Executive
Compensation

Governance

Appendices

For a discussion regarding directors’ compensation, please refer to page 45.

The skills and experience of the directors, in areas that are important to the company, are identified and tracked in a matrix. The skills matrix, which is updated annually, can be found on page 45.

Kinross encourages continuing education for its current directors. Details regarding various continuing education events held for, or attended by, Kinross’ directors during 2023 can be found starting on page 138.

Cease trade orders, bankruptcies, penalties or sanctions

No proposed director is, or within the ten years prior to the date hereof has:

been a director or executive officer of any company (including Kinross) that, while that person was acting in that capacity,

was the subject of a cease trade or similar order or an order that denied the relevant company access to any exemption under securities legislation for a period of more than 30 consecutive days;

ii.

was subject to an event that resulted, after the director or executive officer ceased to be a director or executive officer, in the company being the subject of a cease trade or similar order or an order that denied the relevant company access to any exemption under securities legislation for a period of more than 30 consecutive days; or

iii.

within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or

become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold their assets.

Committee membership and independence

The table below shows the 2023 board committee membership of each independent director standing for re-election at the meeting.

Committees

Audit and risk
committee

Corporate
governance
and nominating
committee

Corporate
responsibility
and technical
committee

Human resource
and compensation
committee

Special
committee

Ian Atkinson

✓

Kerry Dyte

✓

Chair

Glenn Ives

Chair

✓

Ave Lethbridge

✓

Chair

Michael Lewis

✓

Elizabeth McGregor

✓

Catherine McLeod-Seltzer

✓

Chair

Kelly Osborne

✓

Chair

David Scott

✓

2024 MANAGEMENT INFORMATION CIRCULAR KINROSS GOLD

TABLE OF CONTENTS

Letter to
Shareholders

Executive
Summary

Voting

Business of
the Meeting

Directors

Executive
Compensation

Governance

Appendices

DIRECTORS’ SKILLS AND EXPERIENCE

The matrix below shows the mix of skills and experience, in areas that are important to the company’s business, of the ten director nominees standing for election at the meeting. The skills and experience matrix is also used to identify those skills for which the company should recruit when making changes to its board.

Skill / area of experience			Directors with significant skills or experience
Managing or leading growth — experience driving strategic direction and leading growth of an organization			10
International — experience working in a major organization that has business in one or more international jurisdictions			8
Senior officer — experience as a CEO or other senior officer of a publicly listed company or major organization			10
Operations — experience as a senior operational officer of a publicly listed company or major organization or production or exploration experience with a leading mining or resource company			8
Mining or global resource industry — experience in the mining industry, combined with a strong knowledge of market participants			9
Information technology — experience in information technology with major implementations of management systems			3
Cybersecurity competency — knowledge and understanding of emerging cybersecurity and technology risks with training for, or experience navigating through, large-scale cyber incidents that may impact Kinross			2
Human resources — strong understanding of compensation, benefit and pension programs, with specific expertise in executive compensation programs, organizational/personal development and training			2
Investment banking/mergers and acquisitions — experience in investment banking, finance or in major mergers and acquisitions			8
Financial literacy — senior financial officer of a publicly listed company or major organization or experience in financial accounting and reporting, and corporate finance (familiarity with internal financial controls, IFRS and/or US GAAP)			9
Communications, investor relations, public relations and media — experience in or a strong understanding of communications, public media and investor relations			6
Corporate responsibility and sustainable development — understanding and experience with corporate responsibility practices and the constituents involved in sustainable development practices			7
Government relations — experience in, or a strong understanding of, the workings of government and public policy in Canada and internationally			5
Risk management — knowledge and understanding of current risk management and risk control principles and practices; and/or previous experience in dealing with some or all of the major risk exposures that the Company faces			10
Climate competency — experience in climate-related governance and oversight, or a comprehensive understanding of the key issues, risks and opportunities emerging from climate-related change in the context of mining operations			3
Environmental and social — extensive knowledge in, and experience managing, a broad range of environmental and social issues in the context of mining operations			5
Governance/board — experience as a board member of a major organization			10
Legal — experience as a lawyer either in private practice or in-house with a publicly listed company or major organization			1

DIRECTOR COMPENSATION

Approach

The board retains the services of Mercer Canada Ltd. (Mercer), independent advisor to the human resources and compensation committee (HRCC), to complete a market review of the competitiveness of Kinross’ director compensation program. In completing this review, Mercer reviews and analyzes the proxy circulars of companies included in the pre-approved Kinross comparator group (as described under “Market and peer reviews” on page 70) and develops a standardized methodology to compare the total value of programs across these companies and contrast this market view with the current arrangements for the Kinross board. In completing its analysis, Mercer also reviews market trends in director compensation and detailed market data. Based on the recommendations received from Mercer, the board effected certain changes to the director compensation for 2023. The following changes to directors’ compensation were approved for 2023: (i) the board chair total retainer increased to C$520,000 from C$480,000; and (ii) the board member total retainer increased to C$270,000 from C$240,000.

2024 MANAGEMENT INFORMATION CIRCULAR KINROSS GOLD

TABLE OF CONTENTS

Letter to
Shareholders

Executive
Summary

Voting

Business of
the Meeting

Directors

Executive
Compensation

Governance

Appendices

2023 Retainers and fees

The board has established a flat fee structure for all independent directors. For 2023, the annual board membership retainer paid to independent directors was C$270,000. Since April 1, 2012, at least 50% of the board membership retainer is required to be paid in Deferred Share Units (DSUs). On an annual basis, an independent director can also elect to receive a greater percentage of their board membership retainer in DSUs.

In addition to the board membership retainer, the Chairs of each of the corporate governance and nominating (CGNC), corporate responsibility and technical (CRTC) and HRCC received C$30,000 and the Chair of the audit and risk committee (ARC) received C$50,000. Other members of the CGNC, CRTC and HRCC received C$15,000 per committee and members of the ARC received C$20,000. The committee Chairs do not receive additional member fees for being part of the committee.

The Independent Chair received an additional C$250,000 (for a total retainer of C$520,000) but did not receive any fees for being a member of the HRCC or the CRTC. In addition, independent directors (other than the Independent Chair) received a travel fee of C$2,000 per trip for travel from outside of Toronto to board/committee meetings held in 2023. The Independent Chair does not receive any travel fee. Independent directors are also entitled to reimbursement of their reasonable board-related expenses.

In Q4 2022, a Special Committee of the board comprising independent directors was established primarily for the purpose of evaluating and supervising potential strategic transactions as they arise. The fee for this committee has been established at C$40,000 for each member and at C$50,000 for the Chair.

Mr. Rollinson, our President and CEO does not receive any additional compensation for serving as a director.

The following table sets out details of the flat fee structure for independent directors for 2023:

			2023 fees (C$)
Board Chair1			$250,000
Board member (including Board Chair1)			$270,000
Chair — special committee1			$50,000
Chair — audit and risk committee			$50,000
Chair — corporate responsibility and technical, corporate governance and nominating or human resources and compensation committees			$30,000
Member (excluding the Chair) — special committee			$40,000
Member (excluding the Chair) — audit and risk committee			$20,000
Member (excluding the Chair) — corporate responsibility and technical2, corporate governance and nominating or human resources and compensation committees2			$15,000

For 2023, C$570,000 in total with the inclusion of Ms. McLeod-Seltzer’s board membership retainer and special committee chair fees.

Ms. McLeod-Seltzer, as the Independent Chair of the board, did not receive a separate fee for being a member of the HRCC and CRTC.

Deferred share units

The main purpose of the DSU Plan is to strengthen the alignment of interests between the independent directors and the shareholders, by linking a portion of annual independent director compensation to the future value of the common shares.

A DSU is an amount owed by Kinross to the director holding it having the same value as one common share, but which is not paid out until such time as the director terminates service on the board, thereby providing an ongoing equity stake in Kinross throughout the director’s period of service.

DSUs are vested at the time of grant. Only independent directors of Kinross and its affiliates can receive DSUs. Dividends paid by Kinross prior to payment of the DSUs, if any, are credited to each holder of DSUs in the form of additional DSUs. The number of DSUs held by that holder multiplied by the amount of the per share dividend, divided by the closing share price on the date of the payment of the dividend, determines the additional DSUs to be credited for dividends.

2024 MANAGEMENT INFORMATION CIRCULAR KINROSS GOLD

TABLE OF CONTENTS

Letter to
Shareholders

Executive
Summary

Voting

Business of
the Meeting

Directors

Executive
Compensation

Governance

Appendices

The number of DSUs granted to an independent director on the last day of each quarter in respect of their current quarter compensation is determined by dividing the value of the portion of the director’s flat fee to be paid in DSUs by the closing price of the common shares on the TSX on the business day immediately preceding the date of grant.

At such time as an independent director ceases to be a director, the company will make a cash payment on the outstanding DSUs to the independent director in accordance with the redemption election made by the departing director or, in the absence of an election to defer redemption, in accordance with the default redemption provisions provided in the DSU Plan.

As CEO of the company, Mr. Rollinson is a non-independent director. As such, he does not receive any DSUs and is compensated solely as an officer of Kinross (see “Executive compensation discussion and analysis” starting on page 63). A summary of the compensation earned by Mr. Rollinson for 2023 is provided in the “Summary compensation table” on page 115.

Share ownership

In 2007, the board established a policy requiring each independent director to hold a minimum value of common shares and/or DSUs, determined as a multiple of his/her annual board membership retainer, which from December 31, 2013 is three times. However, new directors have five years from the date of their appointment to reach the share ownership requirement. This policy was reviewed in 2016 by Mercer and was found to be aligned to the market. These guidelines are now part of the consolidated Corporate Governance Guidelines adopted by the board in November 2015 and most recently revised in February 2021.

In the event an independent director’s holdings fall below the minimum requirement at or after the applicable due date, the director will be required to top-up their holdings by fiscal year-end to meet the requirement. Since April 1, 2012, all directors have been required to receive a minimum of 50% of their board membership retainer in DSUs irrespective of when the director joined the board and whether or not their minimum shareholding requirement has been met. Kinross’ Disclosure, Confidentiality and Insider Trading Policy (Policy) prohibits directors from engaging in transactions that could reduce or limit his/her economic risk with respect to equity securities granted as compensation or held, directly or indirectly, by the director. Prohibited transactions include hedging strategies, equity monetization transactions, transactions using short sales, puts, calls, exchange contracts, derivatives and other types of financial instruments. A copy of the Policy may be accessed on the company’s website at www.kinross.com.

The following table outlines the aggregate value of the common shares and DSUs held by each independent director who was on the board as of December 31, 2023 and whether they met Kinross’ independent director share ownership requirement as of that date.

Name	Eligible share holdings C$1, 2		Exceeds/ (shortfall of) share ownership requirement by C$		Required level of ownership C$		Multiple of board retainer		Met current requirement
I. Atkinson		1,984,886		1,174,886		810,000		7.35		Yes
K. Dyte		1,557,596		747,596		810,000		5.77		Yes
G. Ives		1,276,888		466,888		810,000		4.73		Yes
A. Lethbridge		2,548,844		1,738,844		810,000		9.44		Yes
M. Lewis3		113,772		(696,228)		810,000		0.42		N/A
E. McGregor		903,549		93,549		810,000		3.35		Yes
C. McLeod-Seltzer		3,653,928		2,843,928		810,000		13.53		Yes
K. Osborne		3,346,409		2,536,409		810,000		12.39		Yes
D. Scott		1,436,615		626,615		810,000		5.32		Yes

Greater of book or market value as at December 31, 2023. Book value was calculated using the grant price for DSUs and the cost at the time of purchase for common shares. Market value is calculated using the closing price of common shares on the TSX as at December 29, 2023: C$8.02.

Market value was greater than book value for all directors as at December 31, 2023.

Mr. Lewis was appointed to the board on May 10, 2023 and has until May 9, 2028 to meet his share ownership requirement.

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As CEO of the company, Mr. Rollinson’s share ownership requirements are described under “Share ownership” starting on page 75.

Director compensation table

The following table sets out the fees earned by independent directors who served as directors during 2023 and the proportion of fees taken in the form of DSUs.5

Name	Board Membership Retainer in US$		Independent Chair Retainer in US$		Committee Chair Retainer in US$		Committee Member Fees in US$		Travel Fee in US$1		Total Fees Earned in US$2		2023 Total DSUs value vested or earned in US$3		Value of all outstanding DSUs as at Dec 31, 2023 in US$4
I. Atkinson		204,147		N/A		N/A		26,765		9,073		239,985		173,549		1,500,772
K. Dyte		204,147		N/A		22,683		15,122		7,561		249,513		166,224		932,110
G. Ives		204,147		N/A		37,805		41,586		9,073		292,611		181,457		540,981
A. Lethbridge		204,147		N/A		22,683		11,342		N/A		238,172		258,754		1,927,181
M. Lewis6		131,237		N/A		N/A		14,520		6,049		151,806		86,023		86,023
E. McGregor		204,147		N/A		N/A		26,464		7,561		238,172		208,247		683,174
C. McLeod-Seltzer		204,147		189,025		37,805		N/A		N/A		430,977		320,939		2,688,173
K. Osborne		204,147		N/A		22,683		11,342		7,561		245,733		344,061		2,530,220
D. Scott		204,147		N/A		N/A		56,708		N/A		260,855		255,697		964,946
TOTAL		1,764,413		189,025		143,659		203,849		46,878		2,347,824		1,994,951		11,853,580

Travel fees are paid in cash for all directors.

Portion of fees taken in cash and/or DSUs:
Mr. Osborne — 100% of fees in DSUs
Ms. Lethbridge and Mr. Scott — 75% of fees in DSUs
Ms. McGregor — 70% of fees in DSUs
All other directors — 50% of fees in DSUs
Fees = board membership retainer + committee chair fee + committee member fee + Independent Chair retainer (for Catherine McLeod-Seltzer).

Value as at December 31, 2023 of the 2023 compensation taken as DSUs, including dividend equivalents on DSUs. Please refer to the narrative under “Deferred Share Units” on page 46 for a description of the methodology used to grant and value DSUs.

Value as at December 31, 2023, of all outstanding DSUs, including dividends on DSUs. Please refer to the narrative under “Deferred Share Units” on page 46 for a description of the methodology used to grant and value DSUs.

Compensation is paid in Canadian dollars and was converted to United States dollars for the purposes of this table using the December 29, 2023 exchange rate of C$1=US$0.7561.

Mr. Lewis’ board membership retainer and committee member fee have been prorated for his period on the board commencing on May 10, 2023.

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BOARD COMMITTEE REPORTS

The board discharges its responsibilities directly and through its committees. Over the years, the responsibilities of the committees have evolved to include oversight in areas of significance to various stakeholder groups. Recently, greater attention has been directed at: sustainability, climate change, the safety of tailings facilities; broader environmental and social issues; inclusion and diversity; and cybersecurity matters.

The corporate governance and nominating committee (CGNC) has overall responsibility for overseeing the company’s governance structure and corporate policies. The CGNC conducts an annual review of the board and committee charters and a bi-annual review of the company’s core governance policies. Where advisable, the CGNC recommends changes to the governance policies or charters of the appropriate board committee to improve oversight in emerging and key areas of governance.

The audit and risk committee (ARC) is the committee primarily tasked with the responsibility of business risk oversight. The committee discharges this oversight function through quarterly risk reviews with management, provides feedback on risk assessment and management processes, and recommends necessary follow-up action. It provides ongoing advice to the board on overall risk oversight. The CRTC has primary oversight of operational, environmental and social matters and receives input on risks and materiality from the ARC.

The ARC’s risk oversight mandate includes ongoing review of cybersecurity, privacy, technology, artificial intelligence, and data security risk exposures and the policies, procedures and mitigation plans in place to protect the security and integrity of Kinross’ information systems, data and related business continuity plans. The committee receives quarterly information technology (IT) and cybersecurity updates from management and conducts annual reviews of the company’s privacy and data security risk exposures and measures taken to protect the confidentiality, integrity and availability of its management information systems and data. The ARC considers the impact of IT and cybersecurity risks on the impact of the company’s strategy. IT security risk at Kinross is managed globally through a centralized, risk-based methodology. A dedicated team of IT security professionals manage the IT security risk processes and IT security operations. The company provides annual cybersecurity education and training for all of its employees, contractors and the board and additional training is provided for high-risk functions within the business. In furtherance of its oversight of privacy and data security risk mitigation measures, the ARC also receives regular updates on planned IT initiatives in collaboration with compliance and internal audit teams and receives updates on the evolving international IT regulatory framework. The company did not experience a material cybersecurity incident in 2023.

Environmental, Social and Governance (ESG) matters pervade all aspects of our business and the company has a strong track record of consistent performance on these matters (the company’s Sustainability and ESG Report are available on the company’s website at www.kinross.com). The company’s board is ultimately responsible for the stewardship of the business and affairs of Kinross, including oversight of ESG matters. Ongoing ESG oversight by the board is discharged primarily through its four committees. Charters of each of the four committees address different facets of ESG matters that correspond to the committee’s primary purpose and oversight function. Every year, the board and its standing committees conduct a review of their charters and recent updates have clarified oversight responsibilities for various ESG matters. The charters of the board and its standing committees are available on the company’s website at www.kinross.com or upon request to the Corporate Secretary.

The company also recognizes that opportunities continually present themselves to further strengthen its ESG practices. In 2021, the company established an ESG Executive Committee that reports to the CEO and Senior Leadership Team. The Vice President, ESG works closely with the ESG Executive Committee to advance the development of a holistic ESG strategy and to monitor the progress toward the company’s ESG goals. The ESG Executive Committee provides quarterly updates to the board and, as required, also provides updates to the CGNC, CRTC, ARC and HRCC to address ESG strategy and progress related to key ESG mandates of the respective board committees.

In Q4 2022, a Special Committee of the board was established, comprised entirely of independent directors. The purpose of the Special Committee is to review, consider, direct and supervise a range of potential strategic transactions, including potential asset acquisitions and dispositions, financings and possible business combination and third-party sale transactions.

Detailed reports for each committee with respect to its mandate and activities for 2023 may be found in the following pages.

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BOARD COMMITTEE REPORTS

Audit and risk committee

Members as at December 31, 2023


	Kerry D. Dyte			Glenn A. Ives (Chair)			Elizabeth D. McGregor			David A. Scott

The audit and risk committee (ARC) is composed entirely of independent directors who are financially literate (as such term is defined in National Instrument 52-110) and Mr. Ives, the Chair of the committee, and Ms. McGregor are financial experts in accordance with the New York Stock Exchange (NYSE) standards and U.S. Securities and Exchange Commission (SEC) requirements. The ARC has a written charter setting out its responsibilities.

Generally, the ARC is responsible for overseeing:

•

the integrity of Kinross’ financial statements,

•

the independent auditors’ qualifications and independence,

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the performance of the internal audit function, and

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the process for identifying and managing business risks.

The committee monitors Kinross’ financial reporting process and internal control systems and provides open lines of communication among the independent auditors, financial and senior management and the full board on financial reporting and controls matters. The committee:

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reviews the principal risks of Kinross’ business and operations, and any other circumstances and events that could have a significant impact on the company’s assets and stakeholders,

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assesses the overall process for identifying principal business and operational risks and the implementation of appropriate measures to manage and disclose these risks,

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reviews all insurance coverage, and

•

reviews disclosure respecting oversight and management of principal business and operational risks.

In carrying out its mandate, the ARC met four times in 2023, on each occasion also meeting in camera without management. The committee fulfilled its mandate by doing the following, among other things:

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received reports from the disclosure committee Chair,

•

reviewed and recommended for approval financial statements, and management’s discussion and analysis,

•

reviewed and approved financial information contained in press releases,

•

obtained and reviewed treasury reports on cash flows, gold sales and borrowing matters,

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reviewed and approved the 2023 internal audit plan,

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reviewed the committee’s charter,

•

met with the internal audit function with and without management being present,

•

approved audit engagements,

•

met with the external auditors with and without management being present,

•

obtained reports from the external auditors,

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•

evaluated the performance of the external auditors,

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led and completed a competitive tender process for the selection of external auditors,

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met with management separately,

•

reported to the board on financial, audit and internal control matters,

•

reviewed reports regarding Kinross’ risk management activities including the implementation of the enterprise risk management system,

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in conjunction with the corporate responsibility and technical committee, received updates from management on operational aspects pertaining to environment, social and corporate responsibility that could impact the organizational risk assessment,

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received updates on material claims (actual, contingent or potential) and material legislative changes,

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received reports on and considered the company’s compliance practices and whistleblower reports,

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received updates on Kinross’ privacy, data and cybersecurity risk exposures and measures taken to protect the security and integrity of its management information systems and company data, and

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reviewed Kinross’ general liability, property and casualty insurance policies and considered adequacy of coverage and the extent of any uninsured exposure.

Additional information regarding the company’s ARC is contained in the company’s annual information form (AIF) under the heading audit and risk committee and a copy of the ARC charter is attached to the AIF as Schedule A. The AIF is filed annually, on or about March 31, under the company’s profile on SEDAR+ at www.sedarplus.ca. The charter of the ARC is available on the company’s website at www.kinross.com or upon request to the Corporate Secretary.

“Glenn A. Ives”
Chair, audit and risk committee

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Corporate governance and nominating committee

Members as at December 31, 2023


	Kerry D. Dyte (Chair)			Ave G. Lethbridge			Michael A. Lewis			Kelly J. Osborne

The corporate governance and nominating committee (CGNC) is composed entirely of independent directors. The mandate of the CGNC has been formalized in its written charter. The committee’s mandate continues to include responsibility for developing the company’s approach to matters of corporate governance, identifying and proposing new qualified nominees to the board, for assessing directors on an on-going basis and reviewing and making recommendations to the board as to all such matters.

Generally, the CGNC’s mandate includes:

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assisting the Chair of the board in carrying out their responsibilities,

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annually reviewing the board and committee charters,

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evaluating the performance of the directors and the committees and assisting the Chair of the board with the evaluation of individual directors and the board as a whole,

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receiving periodic reports under the company’s whistleblower program,

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recommending procedures to enable the board to meet on a regular basis without management,

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adopting procedures so that the board can conduct its work effectively and efficiently,

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receiving periodic reports on compliance with core policies,

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reporting to the full board on corporate governance matters,

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reviewing the composition of the board to ensure that an appropriate number of independent directors sit on the board,

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analyzing the needs of the board when vacancies arise,

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overseeing implementation of an appropriate selection process for new board nominees,

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making recommendations to the board for the election of nominees to the board,

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continually engaging in succession planning for the board, by performing at least annually, a process similar to that which is used for senior management,

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evaluating appropriateness of continued board membership in line with the corporate governance guidelines, and

•

identifying needs of the board with the help of the skills and knowledge analysis and matching this to the continuously refreshed evergreen list of potential nominees.

The CGNC maintains an evergreen list of potential candidates for appointment to the board and a skills matrix to identify skills for recruitment when making changes to the board (see “Directors’ skills and experience” on page 45).

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In carrying out its mandate, the CGNC met four times in 2023, and met in camera without management on all of those occasions. The committee fulfilled its responsibilities by doing the following, among other things:

•

assessed the independence of the directors,

•

reviewed external corporate governance surveys and considered improvements that could be made to Kinross’ practices,

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received reports on the whistleblower program and considered the company’s compliance practices,

•

assessed performance of individual directors and the board as a whole in accordance with previously approved processes (see “Assessing the board” on page 135), reviewed the completed board evaluation questionnaires and feedback received on individual directors,

•

provided feedback to the board regarding the above evaluations,

•

assessed the company’s directors and officers’ liability insurance needs,

•

reviewed revisions to the charters of the board and committees and made recommendations to the board for approval,

•

reviewed the core policies of the company, and

•

engaged with professional recruiters and shortlisted candidates for board succession.

The Corporate Governance Guidelines and the charter of the CGNC are available on the company’s website at www.kinross.com or upon request to the Corporate Secretary.

“Kerry Dyte”
Chair, corporate governance and nominating committee

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Corporate responsibility and technical committee

Members as at December 31, 2023

Ian Atkinson

Michael A. Lewis

Elizabeth D. McGregor

Kelly J. Osborne (Chair)

David A. Scott

The corporate responsibility and technical committee (CRTC) is composed entirely of independent directors. The mandate of the CRTC, which has been formalized in its written charter, is to review the development and implementation of strategies, policies and management systems relating to safety, health, environmental stewardship, project permitting, local communities and corporate responsibility generally.

Generally, the CRTC’s mandate includes:

•

providing advice to assist management in achieving the objectives set out in the Kinross Safety and Sustainability Policy, and discussing with management any necessary improvements to such policy and its framework of implementation,

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assisting management in implementing and maintaining appropriate health, safety, environmental, sustainability and corporate responsibility programs and obtaining periodic reports on such programs,

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reviewing with management the company’s integration of sustainability policies, practices and goals into its business strategy and decision making, including management’s strategy for reducing the company’s carbon footprint,

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overseeing management’s plans with respect to the identification and measurement of short- and long-term sustainability objectives for the company, including any related controls or assurance on measurement, and reviewing management’s performance against such objectives,

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reviewing the qualifications of the individual selected by management to act as the internal qualified person to estimate and report mineral reserves and mineral resources,

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reviewing the scope of mineral reserves and mineral resource assessments with regard to legal and regulatory matters, applicable securities legislation, industry practice and procedures relating to disclosure of information on mining activities,

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considering with management the material assumptions, operating parameters and methodologies used to create mineral reserve and mineral resource estimates,

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reviewing and recommending to the board for approval, the annual budget related to exploration, development and operational matters,

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reviewing material proposals for mining capital programs,

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reviewing and recommending to the board for approval the company’s voluntary environmental, social and governance (including sustainability) reporting,

•

considering with management the technical aspects of the company’s material exploration, development, financing construction, mining projects and mine closure plans,

•

reviewing and identification of risks related to exploration, development, operating, mine closure and reclamation activities and the systems and practices in place for mitigating such risks, and

•

considering any relevant regulatory changes, initiatives and trends that may affect the company’s exploration, development, operating activities, mineral reserves or mineral resources.

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In carrying out its mandate, the CRTC met six times during 2023, on each occasion also meeting in camera without management. The committee fulfilled its responsibilities by doing the following, among other things:

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reviewed periodic reports from management on health and safety matters and environmental compliance reports,

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obtained regular updates on reclamation matters,

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obtained periodic updates on major project permitting activities, legislative and regulatory matters,

•

received periodic updates on the company’s community and government relations initiatives, and on the implementation of the company’s corporate responsibility strategy,

•

received periodic reports on the company’s implementation of procedures for identifying, assessing, monitoring and managing sustainability risks,

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reviewed with management the company’s strategy for reducing the company’s carbon footprint and greenhouse gas emissions,

•

reviewed and recommended for approval by the board, changes to the committee’s charter,

•

received updates and reported to the board on the annual mineral reserve and resource statement,

•

received updates on the company’s risk assessment and risk mitigation measures as they relate to operational, health, safety, environmental, business continuity and crisis management aspects,

•

received an update on tailings management from the external independent tailings reviewer,

•

reviewed and recommended to the board for approval, the 2024 operations and exploration budget, and

•

received updates on the company’s material properties and exploration initiatives.

The committee also provided feedback and advice to management regarding the above matters and reported to the board on environmental, health, safety, project permitting and corporate responsibility matters related to the company’s operations and activities.

A copy of the CRTC charter is available on the company’s website at www.kinross.com or upon request to the Corporate Secretary.

“Kelly Osborne”
Chair, corporate responsibility and technical committee

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Human resources and compensation committee

Members as at December 31, 2023


	Ian Atkinson			Glenn A. Ives			Ave G. Lethbridge (Chair)			Catherine McLeod-Seltzer

The human resources and compensation committee (HRCC), which is composed entirely of independent directors, is responsible for approving company and executive performance objectives, assessing company and executive performance outcomes, making recommendations to the board on all matters relating to the compensation of executives, directors and employees of the company, and reviewing succession plans for the CEO and other executives, among other things.

For the purpose of its mandate, the HRCC reviews all aspects of compensation paid to executives, directors and employees of other selected mining companies to ensure the company’s compensation programs are competitive so that the company will be in a position to attract, motivate and retain high calibre individuals.

In 2023, the HRCC engaged Mercer to provide support in determining compensation for the company’s senior executive officers and directors (see “Independent advice”, page 69). Determinations made by the committee, however, also reflect factors and considerations other than the information provided by Mercer. For further discussion of the committee and its activities in this area see “Director Compensation — Approach” starting on page 45, “Executive compensation discussion and analysis” starting on page 63 and “Compensation governance” on page 64.

The HRCC annually reviews succession plans for the CEO and senior leadership team, and reviews the process for succession and development below the executive level. Potential CEO and senior leadership team candidates are identified, and their development plans are reviewed by the committee. Development plans and progress of internal candidates against those plans are reviewed by the CEO and senior management regularly. The board becomes familiar with candidates for CEO and senior executive positions through presentations and annual joint management and board planning sessions. From time to time, the HRCC undertakes an independent third-party process to assess the readiness and development priorities of potential CEO candidates. The mandate of the HRCC has been formalized in a written charter.

In carrying out its mandate, the HRCC met six times in 2023, on each occasion also meeting in camera without management.

In fulfilling its mandate in 2023, the HRCC:

•

approved equity grants, the budget for equity grants for the following year, and considered a projection of share pool usage,

•

reviewed corporate goals and objectives in order to establish performance criteria at the beginning of the year,

•

reviewed the existing compensation model including the philosophy, methodology and program design, relative to market best practices, current trends, and the objectives of the program,

•

examined and approved the 2023 comparator group,

•

reviewed long-term incentive plan program attributes including the mix of restricted share units and restricted performance share units versus the comparator group and the broader industry, and updated as necessary, as discussed on page 101,

•

“stress-tested” executive compensation programs to understand the range of possible outcomes under current plans and as a result of current equity holdings, and reviewed realized and realizable pay relative to performance and to peers,

•

reviewed compensation programs to satisfy itself that appropriate governance is in place to mitigate risk of compensation practices providing inappropriate incentives for risk taking or fraud,

•

reviewed employment contract terms for all senior executives,

•

reviewed succession plans for the CEO and senior leadership team, as well as other critical senior management positions, and reviewed candidates identified for each position,

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•

reviewed and oversaw the implementation of a new program for the assessment and development of key senior talent,

•

oversaw a human resources strategy with a focus on talent acquisition, retention, performance management, and leadership,

•

considered Kinross’ performance relative to peers,

•

completed an assessment of performance results relative to the performance objectives established at the start of the year,

•

reviewed current holdings relative to share ownership guidelines for members of the board, and the senior leadership team,

•

reviewed and approved corporate goals, objectives, and performance results relevant to the compensation of the CEO and other members of the senior leadership team and monitored and evaluated their performance,

•

reviewed compensation for companies in the comparator group and considered compensation for directors and the senior leadership team relative to the market,

•

recommended annual corporate performance factors, individual executive performance evaluations and total compensation for senior executives and salaried employees to the board for approval,

•

continued to engage the services of an independent external consultant to provide advice and expertise on executive compensation matters, and considered the independence of compensation advisors,

•

oversaw management’s efforts in establishing an inclusive and diverse culture in furtherance of the company’s values,

•

reviewed all of the company’s global pension plans, and

•

received updates on the various shareholder engagement initiatives undertaken by the company and provided guidance where necessary.

A copy of the HRCC charter is available on the company’s website at www.kinross.com or upon request to the Corporate Secretary.

“Ave G. Lethbridge”
Chair, human resources and compensation committee

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Special committee

Members as at December 31, 2023


	Glenn A. Ives			Catherine McLeod-Seltzer (Chair)			David A. Scott

The special committee is composed entirely of independent directors. The mandate of the special committee is to review, consider, direct and supervise a range of potential strategic transactions, including potential asset acquisitions and dispositions, financings and possible business combination and third-party sale transactions.

Generally, the special committee’s mandate includes:

•

reviewing, directing and supervising the process to be carried out by the company and its professional advisors in assessing any potential transaction,

•

reviewing and considering the proposed terms, conditions and structure of any potential transaction and, if necessary or appropriate, proposing changes, modifications or alternatives to any potential transaction,

•

supervising the conduct of, and, to the extent necessary or appropriate, engaging in, the negotiations or discussions on behalf of, the company with respect to any potential transaction,

•

considering all legal and regulatory requirements applicable to any potential transaction,

•

supervising and directing the conduct of any communications and discussions with respect to any potential transaction,

•

considering and making recommendations to the board with respect to any potential transaction, processes related to any potential transaction and updating the board from time to time concerning the work of the special committee and delivering such interim reports to the board that the special committee determines to be appropriate,

•

supervising the preparation of any fairness opinions that may be required in connection with potential transactions, and reviewing with any provider the key factors, methodologies and assumptions used in preparing such valuation and/or opinion, and

•

considering all matters, and exercising all powers necessary, appropriate or incidental to the foregoing.

While no formal meetings were held during 2023, committee members worked diligently throughout the year to help ensure the committee’s mandate was fulfilled and support management on strategic matters.

The special committee will continue in existence until it is dissolved by the board or until the special committee determines that its responsibilities have been fully performed and its continuance is no longer necessary.

“Catherine McLeod Seltzer”
Chair, special committee

2024 MANAGEMENT INFORMATION CIRCULAR KINROSS GOLD

TABLE OF CONTENTS

TABLE OF CONTENTS

Letter to
Shareholders

Executive
Summary

Voting

Business of
the Meeting

Directors

Executive
Compensation

Governance

Appendices

LETTER TO SHAREHOLDERS

Dear Shareholders,

The board’s human resources and compensation committee (the committee) oversees Kinross’ executive compensation program and is tasked with ensuring it is aligned with shareholder interests and company performance.

On behalf of the committee, I am pleased to provide an overview of the company’s performance and the board’s executive compensation decisions for 2023.

2023 PERFORMANCE HIGHLIGHTS

To determine executive compensation, we begin by assessing the company’s annual performance. The company’s performance in 2023 improved over the prior two years, with Kinross delivering strong results in several key areas, including:

•

Total Shareholder Return (TSR): Shareholder returns increased significantly, with one-year TSR of 48%, ranking 3rd among our peers, and five-year TSR of 98%.

Ave G. Lethbridge

•

Operational performance: Achieved strong results across the portfolio, meeting guidance with both production and cost at the favourable end of the guidance range. In 2023, Tasiast achieved record full-year production, Paracatu delivered record recovery, and La Coipa achieved record production in the fourth quarter, all contributing to a significant increase in cash flow.

•

Projects: Completed significant expansion projects at Tasiast and La Coipa and advanced our development projects:

◦

Manh Choh progressed well and is on budget and on schedule for initial production in the second half of 2024.

◦

At Round Mountain, we approved the optimized Phase S project, and advanced the exploration decline for the Phase X underground project ahead of budget and schedule.

◦

At Great Bear, we added over one million ounces of high-grade resources, advanced permitting, engineering, and execution planning activities for the advanced exploration (AEX) program including the signing of an AEX agreement with our First Nations partners, and exceeded expectations for our drilling program, continuing to support the view of a high-grade, large, long-life mining complex.

•

Balance sheet: Improved our Investment Grade balance sheet with total liquidity of $1.9 billion at December 31, 2023; prioritized debt reduction, paying down $360 million in debt and reducing our Net Debt to EBITDA; and refinanced the 2024 notes at a favourable rate.

•

Safety and ESG: Achieved industry leading safety and ESG metrics, including low injury frequency rates and high ESG ratings as measured by S&P CSA, MSCI, Refinitiv, Moody’s ESG, and Sustainalytics; continued to focus on a people-centric and progressive safety philosophy with the roll-out of Kinross’s safety excellence program at all sites; completed the 34 MW Tasiast solar power plant, with first solar power delivered to the Tasiast grid in December 2023, and are on track to achieving our goal of reducing emissions intensity by 30% by 2030 from our 2021 baseline; implemented an ESG strategy and developed an updated Diversity, Equity and Inclusion strategy.

More details on company performance are included in the Board Chair’s letter to shareholders on page 5.

2023 COMPENSATION HIGHLIGHTS

As outlined above, 2023 was a strong year for Kinross, with excellent shareholder returns, the delivery of solid operational performance across the portfolio, and notable advancement of key development projects. In line with Kinross’ pay-for-performance philosophy, the committee considered the year’s strong performance and management’s accomplishments in making its compensation decisions. We also considered performance and compensation relative to prior years and shareholder feedback on compensation levels.

•

The short-term incentive plan (STIP) company score of 115% of target, calculated based on the senior leadership team (SLT) measures as outlined on page 88, reflected high scores on key STIP goals including, delivering against guidance, generating free cash flow, project advancement, and relative TSR. These metrics are defined at the beginning of the year, monitored and reviewed throughout the year, and scored rigorously and objectively at the end of the year.

2024 MANAGEMENT INFORMATION CIRCULAR KINROSS GOLD

TABLE OF CONTENTS

Letter to
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Executive
Summary

Voting

Business of
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Directors

Executive
Compensation

Governance

Appendices

•

The 2023 STIP company performance score is a significant improvement over 2021 and 2022 company performance scores of 70% of target, which reflected operational challenges and underperformance of our share price in those years, resulting in sizable compensation decreases for both the CEO and SLT relative to 2020.

•

As a direct result of the notable improvement in company performance, short-term incentives for the CEO and SLT increased, leading to an increase in 2023 compensation over 2022.

•

Considering the impact of the improved performance on compensation, the committee decided to keep the CEO’s long-term incentive award for 2023 largely flat over 2022. Aggregate NEO long-term incentives were also flat over 2022, ensuring that the increase in total compensation was moderate, in line with shareholder expectations. In addition, there were no base salary increases in 2023 for the CEO and continuing SLT members.

ALIGNING COMPENSATION WITH SHAREHOLDER RETURNS

A key objective of the committee is to ensure compensation is strongly aligned to shareholder returns over the long-term. This alignment is achieved by tying compensation directly to company and individual performance, and by using equity to link executive pay with shareholder interests.

Despite the strong year, 2023 total compensation was at about the same level as in 2020 for our CEO and in line with 2020 pay levels on an aggregate NEO basis. The increase in CEO compensation in 2023, resulting from strong performance on company metrics, is proportional to the decrease in 2021 and 2022, which resulted from underperformance on those metrics, and closely tracked the decline in TSR during those years. This exemplifies a well-structured compensation program with executive pay strongly aligned with company performance and shareholder returns during periods of both strong performance and underperformance, as illustrated by the graph below showing the alignment of CEO compensation with shareholder returns over the last five years.

At least 50% of compensation for the SLT is in the form of equity, with 55% of that equity in the form of restricted performance share units (RPSUs), which vest after three years only if specific performance targets are achieved (including a relative TSR metric weighted at 50%). Senior executives are required to hold equity through our share ownership guidelines and currently, our CEO’s share ownership represents approximately 23 times his salary. This large equity component of annual compensation and the significant value held in Kinross shares means that changes in the company’s share price directly impact the value of the compensation ultimately realized by executives.

Pay-for-performance alignment is demonstrated by the vesting of the RPSUs over the last two years, which was impacted by the operational challenges and decreased share price performance in 2021 and 2022. The vesting factors of 41% and 63% in 2023 and 2024, respectively, were well below target. This resulted in significantly lower realized values than the grant values reported in the Summary Compensation Table, reflecting the low vesting factors as well as the change in share price between grant and vest. For the CEO, those RPSUs made up approximately 30% his total direct compensation at the time of grant. Further details can be found under “RPSUs Vested in 2024” on page 104.

2024 MANAGEMENT INFORMATION CIRCULAR KINROSS GOLD

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Letter to
Shareholders

Executive
Summary

Voting

Business of
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Directors

Executive
Compensation

Governance

Appendices

SHAREHOLDER ENGAGEMENT

Shareholder engagement plays an important role in our approach to executive pay to ensure our compensation policies remain aligned with the interests of Kinross and its shareholders. Since the shareholder outreach program was initiated in 2014, shareholder support for our “Say on Pay” vote has been strong, reaching 91% in 2023 and averaging approximately 90% over the last nine years.

In 2023, we began our tenth annual shareholder outreach, contacting our 30 largest shareholders, other shareholders who had withheld votes or voted against one or more matters at the last annual general meeting (together representing approximately 50% of our issued and outstanding shares), and two prominent proxy advisory firms. Key areas of discussion related to executive compensation (including the performance metrics used to determine compensation), succession planning, and ESG matters. Feedback was generally positive and indicated overall satisfaction with our compensation, governance and ESG programs and recognition of the changes we have made in recent years to our programs and disclosure, as well as appreciation for our ongoing engagement. Further details can be found on page 64.

The committee considers feedback received during these meetings when reviewing our compensation and governance programs, and shareholder feedback has influenced several changes over the past nine years. Key changes in 2023 included:

•

Increasing the CEO’s share ownership requirement from five to six times salary, to further align his interests with those of shareholders.

•

Increasing the weighting on the company performance score in the executive STIP from 60% to 75%, to strengthen alignment of payouts and company performance by emphasizing the portion of the award tied to ESG metrics, operational and financial goals, delivery of capital projects, and shareholder returns.

In 2024, we will continue to consider shareholder feedback in our program review, including in our review of our share ownership guidelines based on recent policy updates from governance groups.

We appreciate the time our shareholders take to meet with Kinross and share their views, and the opportunity to have a dialogue regarding our programs. I encourage you to continue to reach out to us with feedback related to our pay programs and to exercise your “Say on Pay” rights as a shareholder by voting on the advisory resolution on the company’s approach to executive compensation.

Thank you for your interest and support.

Sincerely,

Ave G. Lethbridge
Chair, human resources and compensation committee

2024 MANAGEMENT INFORMATION CIRCULAR KINROSS GOLD

TABLE OF CONTENTS

Letter to
Shareholders

Executive
Summary

Voting

Business of
the Meeting

Directors

Executive
Compensation

Governance

Appendices

EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS

Kinross’ executive compensation program covers the senior leadership team (SLT), and includes base pay, a short-term cash incentive, and long-term equity incentives, as well as pension and other benefits. In 2023, the named executive officers (NEOs) included the President and Chief Executive Officer (CEO) and four other members of the SLT.

Effective March 6, 2024, Mr. Rollinson’s title is Chief Executive Officer and Mr. Gold’s title is President.

PHILOSOPHY AND APPROACH

The following summarizes Kinross’ compensation philosophy for senior executives, outlining the key objectives of the compensation program, as well as the key features which support meeting these objectives:

2024 MANAGEMENT INFORMATION CIRCULAR KINROSS GOLD

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Letter to
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Executive
Summary

Voting

Business of
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Directors

Executive
Compensation

Governance

Appendices

COMPENSATION GOVERNANCE

Compensation Oversight

Oversight of Kinross’ director and executive compensation programs lies with the human resources and compensation committee.

In 2023, four independent directors sat on the human resources and compensation committee. The board determined that the composition of the committee should include the Chair of the board and at least one of the Chairs of the corporate governance and nominating committee or the audit and risk committee so that the human resources and compensation committee may benefit from their input and expertise.

All of the 2023 human resources and compensation committee members have gained experience in human resources and compensation matters by serving as senior executives of major organizations. The Chair of the committee has had direct involvement in the design, review, and implementation of evolving changes to major compensation programs with specific experience and expertise in executive compensation and human resources management. Three members currently serve on the compensation committees of other public issuers.

All of the members of the human resources and compensation committee are financially literate (as such term is defined in National Instrument 52-110) and one of its members is also currently the Chair of the audit and risk committee at Kinross. The committee includes directors with ongoing direct industry involvement and relevant regulatory background, resulting in a well-rounded skill and knowledge base.

In 2023, one member also served on the corporate responsibility and technical committee, thus helping to ensure that material operational risks identified by the corporate responsibility and technical committee are considered in determining executive compensation. This operational knowledge is also useful in the assessment of company performance and in the evaluation of the appropriateness of performance metrics and targets. The Chair of the human resources and compensation committee has previously served on the audit and risk committee and currently also sits on the corporate governance and nominating committee.

You can find more information about the background, experience, and independence of each human resources and compensation committee member by reading their profiles under “About the nominated directors”, starting on page 32.

Shareholder Engagement and Say on Pay

Kinross is committed to engaging with its shareholders and gathering input and feedback on a range of matters, including corporate strategy, environmental, social and governance matters, company performance, and executive compensation (see also “About shareholder engagement” on page 143). Kinross senior executives and board members meet with shareholders on a regular basis each year through various events, pre-arranged meetings, or discussions on the phone to discuss items of interest to those shareholders.

In 2011, Kinross implemented a non-binding advisory vote to provide shareholders with an opportunity to vote on the company’s approach to executive compensation. Following each annual shareholder meeting, all voting results, including the results of the “Say on Pay” vote, are publicly filed under the company’s profile on the SEDAR+ website at www.sedarplus.ca. Our “Say on Pay” voting results are summarized below.

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Directors

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Governance

Appendices

Year	Votes “for” (%)
2011		95.67
2012		78.47
2013		78.34
2014		74.75
2015		94.11
2016		88.76
2017		93.93
2018		92.75
2019		75.44
2020		92.70
2021		88.67
2022		90.61
2023		91.03

Our shareholder engagement program for compensation and governance was initiated in 2014 when we contacted shareholders who had holdings totaling, in aggregate, over one-third of our issued and outstanding shares as well as the two proxy advisory firms. Based on the success of our inaugural program and the constructive dialogue achieved between key shareholders and Kinross management and the board, we have made this systematic outreach process an annual event, and have expanded it to cover more shareholders and include ESG as a discussion topic. Since we initiated the program in 2014, shareholder support has been strong for our executive compensation program and practices, reaching over 91% in 2023 (for 2022 fiscal year) and averaging approximately 90% over the last nine years.

The feedback we receive during these meetings is shared with the human resources and compensation committee of the board and considered when reviewing our compensation programs. Over the past nine years, it has been a factor that has influenced several changes that we have made to our compensation and governance programs.

In 2023, we again contacted our 30 largest shareholders (excluding any broker dealers), plus several shareholders who had withheld/voted against one or more matters at the last annual shareholder meeting, as well as two prominent proxy advisory firms. These shareholders held, in aggregate, approximately 50% of our issued and outstanding shares. In each case, Kinross offered to make members of senior management, and/or a member of the board of directors if requested, available to discuss matters of interest to the shareholder relating to governance, executive compensation, and ESG. Virtual meetings were arranged with those shareholders who expressed an interest. Kinross made materials available to the shareholder in advance of the meeting which were briefly reviewed as appropriate, but the majority of the discussion was dedicated to the matters of greatest interest to the shareholder.

Discussions focused on ESG, diversity, succession planning, relations with communities and First Nations, executive compensation, and metrics in the short- and long-term incentive plans. The feedback from shareholders on our programs and practices was generally quite positive.

2024 MANAGEMENT INFORMATION CIRCULAR KINROSS GOLD

TABLE OF CONTENTS

Letter to
Shareholders

Executive
Summary

Voting

Business of
the Meeting

Directors

Executive
Compensation

Governance

Appendices

In recent years, we have made several changes to our compensation programs that consider and reflect feedback received through the shareholder engagement program:

The human resources and compensation committee takes the feedback received from our shareholders seriously and considers it in the annual review of our compensation programs. We appreciate the time that our shareholders take to meet with Kinross and share their views, and the opportunity to have a dialogue regarding our programs. As in prior years, shareholders have also expressed their appreciation for our ongoing engagement, and for the committee’s ongoing efforts to oversee and enhance the compensation program and its disclosure.

2024 MANAGEMENT INFORMATION CIRCULAR KINROSS GOLD

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Letter to
Shareholders

Executive
Summary

Voting

Business of
the Meeting

Directors

Executive
Compensation

Governance

Appendices

Managing Risk

Within the context of Kinross’ risk oversight practices, the human resources and compensation committee seeks to approve compensation programs that motivate executives to take action to fulfill the business objectives of the company’s strategy without taking undue risks.

Our compensation program for executives includes a number of important compensation and governance best practices that we believe help mitigate risk in this program:

2024 MANAGEMENT INFORMATION CIRCULAR KINROSS GOLD

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Letter to
Shareholders

Executive
Summary

Voting

Business of
the Meeting

Directors

Executive
Compensation

Governance

Appendices

Annual Risk Review

Each year, the human resources and compensation committee completes a risk review of the compensation programs, policies, and practices for executives and other employees.

This includes a review of both the performance measures and compensation plan designs to assess whether they collectively provide a balanced approach to risk. The goal is to ensure that there is appropriate governance in place to mitigate the risk of compensation practices providing incentives for excessive risk-taking, inappropriate decision-making, or fraud.

As part of its compensation risk review in 2023, the human resources and compensation committee completed the following:

	Reviewed “risk” in Kinross’ global compensation programs
	Objective			Assess whether compensation plans might incent or motivate inappropriate risk-taking, or cause executives to take actions that could have a significant negative impact on the company.
	Process			The human resources and compensation committee reviewed Kinross’ compensation programs, practices, and documentation in the context of: • incentive plan performance measures, compensation plan funding, incentive plan performance periods, pay mix, goal setting and leverage, controls, and processes; • Canadian Securities Administrators’ examples of potential situations that could encourage an executive officer to expose the company to inappropriate or excessive risks; and • key business risks. As part of the risk review process, Internal Audit reviewed the materials prepared and provided comments prior to the materials being presented to the committee.
	Outcome			The human resources and compensation committee has reviewed Kinross’ compensation programs and practices and has not identified any compensation programs or practices that could motivate decision makers, individually or collectively, to take actions that could have a significant negative impact on the organization. Furthermore, the human resources and compensation committee is comfortable that Kinross’ key business risks and related performance measures are appropriately considered in our incentive plans.

	Stress-tested the senior leadership team’s compensation
	Objective			Consider a range of performance outcomes, and how these would affect compensation payable to ensure rewards are appropriate under various scenarios.
	Process			The human resources and compensation committee reviewed possible combinations of compensation outcomes to determine the range of potential realized compensation under the current plans and alignment to performance, as follows: • base salary fixed at current levels; • short-term incentive payouts at various possible levels of achievement (50% of target, at target, and maximum); • all outstanding long-term incentive awards at a range of possible future values: • share prices ranging from approximately −75% up to +182% of current share prices; and • RPSUs vesting at 50%, 100% and 150% of granted units. In addition, the human resources and compensation committee reviewed the variation in the mix of equity realizable under different share price scenarios.
	Outcome			The human resources and compensation committee is satisfied that the range of possible outcomes delivered by Kinross’ compensation programs is appropriate and provides for alignment with performance. In addition, the committee is comfortable that the potential range of realized gains on outstanding long-term incentive awards is aligned to the creation of shareholder value. Our compensation plans are capped at the date of grant, so maximum compensation amounts are quantifiable in advance of making decisions about short-term incentive payouts and equity grants.

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Appendices

	Reviewed realizable pay
	Objective			Understand actual compensation outcomes for the CEO relative to peers and review the effectiveness of the executive compensation program in aligning pay to performance.
	Process			The human resources and compensation committee reviewed a range of realized and realizable pay calculations as follows: • Reviewed both realized pay and realizable pay for the CEO calculated using: Equilar, ISS, Conference Board Working Group, CalPERS, and Securities and Exchange Commission (SEC) “compensation actually paid” methodologies; • Compared realized/realizable pay and performance to the peer group over a three-year period (2020-2022); and • Considered several different readily available performance measures: net income, revenue growth, total shareholder returns, and change in operating cash flow.
	Outcome			The human resources and compensation committee is satisfied that realizable pay over the three-year period when considered relative to peers demonstrated pay for performance alignment. Over the three-year period realizable pay showed fairly strong alignment to relative TSR performance.

Independent Advice

The human resources and compensation committee has retained Mercer Canada Ltd. (Mercer) as its independent advisor since 2002 to review and advise the committee on market practices in executive compensation plan design and governance, as well as competitive market benchmarking. Mercer’s mandate includes:

•

Competitive market benchmarking analysis for the senior leadership team;

•

Competitive market benchmarking analysis for the independent directors; and

•

Review and advice relating to market practices in executive compensation plan design (cash and equity incentive plans, pay and equity mix, benefits and perquisites) and governance.

Mercer is a wholly-owned subsidiary of Marsh & McLennan Companies (MMC), and as such is affiliated with a number of other specialized organizations also owned by MMC such as Oliver Wyman, Marsh Canada and National Economic Research Associates. These affiliate organizations have provided services to Kinross that are not related to executive compensation.

Mercer’s professional standards prohibit the individual consultant from considering any other relationships Mercer or any of its affiliates may have with the company in rendering his or her advice and recommendations. Mercer consultants are not compensated based upon client revenue from other lines of business or other MMC companies. As such, fees paid by Kinross to Marsh Canada of $1,503,496 do not impact or influence the compensation paid to Kinross’ board advisor. The board is confident that Mercer’s independence and objectivity is not compromised by the relationships the company has with other MMC entities and continues to consider Mercer to be independent. Detailed below is the Securities and Exchange Commission (SEC) six factor independence test which is reviewed annually by Kinross’ human resources and compensation committee.

Provision of other services to Kinross Gold Corporation by the advisor’s employer

Amount of fees received from Kinross Gold Corporation by the advisor’s employer as a percentage of employer’s annual revenue (revenue concentration percentage)

Policies and procedures of the person that employs the advisor designed to prevent conflicts of interest

Any business or personal relationship of the advisor with a member of the compensation committee

Any stock of the issuer owned by the advisor or his or her immediate family

Any business or personal relationship of the advisor with an executive officer at Kinross Gold Corporation

Although Mercer provides independent advice to the human resources and compensation committee, the decisions reached by the committee reflect factors and considerations beyond the information and recommendations provided by Mercer.

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Letter to
Shareholders

Executive
Summary

Voting

Business of
the Meeting

Directors

Executive
Compensation

Governance

Appendices

In respect of fiscal 2023, Mercer conducted a competitive benchmarking analysis for the senior leadership team members, provided assistance with the drafting of the management information circular disclosure, and updated the committee regarding governance matters. Mercer attended all or part of the six human resources and compensation committee meetings in 2023.

The human resources and compensation committee must pre-approve services that Mercer provides to the company at the request of management with respect to executive compensation. From time-to-time Mercer and affiliate organizations may provide services to the company that are not related to executive compensation. The human resources and compensation committee reviews and considers those services and fees annually, but does not pre-approve such services.

Below is a summary of the fees paid to Mercer for its services to the human resources and compensation committee as well as fees paid to affiliates of Mercer for their unrelated services to the company, for the last two fiscal years ended December 31, excluding applicable taxes.

Services provided	2023 (US$)1	Services provided	2022 (US$)1
Executive compensation-related fees	$64,770	Executive compensation-related fees	$84,975
Competitive benchmarking analysis for the NEOs		Competitive benchmarking analysis for the NEOs and independent directors
Assistance with drafting of proxy disclosure		Assistance with drafting of proxy disclosure
Governance updates		Governance updates
Attendance at human resources and compensation committee meetings		Attendance at human resources and compensation committee meetings
Other fees — Mercer	$18,255	Other fees — Mercer	$18,628
Published surveys, industry data, market benchmark		Published surveys, industry data, market benchmark
Other fees — affiliated organizations	$1,503,496	Other fees — affiliated organizations	$1,246,902
Marsh Canada Limited — insurance brokerage fees		Marsh Canada Limited — insurance brokerage fees

Fees paid to Mercer and affiliated companies were either in U.S. dollars, or in Canadian dollars and converted to U.S. dollars for purposes of this table, using the following US$ exchange rates for C$1.00: 2023 — 0.7561, 2022 — 0.7383.

Annual Review and Decision Making

Meeting the objectives of the company’s executive compensation program requires careful consideration of several key factors:

•

market comparators

•

compensation elements and mix

•

executive share ownership

•

paying for performance

It also requires diligent oversight and alignment with prudent risk-taking, as described under “Compensation governance” on page 64.

The human resources and compensation committee reviews each of these factors and the program as a whole on an annual basis to satisfy itself that they continue to be fair, competitive, and aligned with the objectives of the compensation program. They also consider shareholder feedback and best practices. Details on changes made as a result of the 2023 review are described in the following sections.

Market and Peer Reviews

To ensure that our executive compensation program continues to meet its key objective of “enabling Kinross to attract and retain high performing executives”, the human resources and compensation committee approves the companies in Kinross’ compensation comparator group on an annual basis. In 2023, the committee considered companies that are similar to Kinross in size, scope, complexity of operations; and that are appropriate and reflective of the companies with which Kinross competes for executive management talent and/or capital. To be included in our compensation comparator group, a company needed to meet the criteria noted.

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Letter to
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Executive
Summary

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Business of
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Directors

Executive
Compensation

Governance

Appendices

In completing this review and making changes, the human resources and compensation committee:

•

Considered shareholder feedback relating to the composition of the comparator group;

•

Wanted to maintain a high degree of comparability from year to year in the comparator group to minimize volatility in the compensation targets;

•

Looked to keep a high proportion of the comparator group in the gold mining sector; and

•

Considered companies that were between one-third and three times Kinross’ size on either market capitalization and/or revenue. We used the combination of revenue and market capitalization as a better measure of size than market capitalization alone, considering revenue as a good proxy for production.

As a result of this review, the committee removed Yamana, a company that was acquired by Pan American Silver in 2023, from the 2023 comparator group, and added Northern Star Resources and SSR Mining.

Kinross’ size relative to the comparator group (based on revenue and market capitalization) was considered in the review to ensure there was an appropriate balance of smaller and larger companies in the group. As the charts below show, the majority of companies in the comparator group are within our criteria for revenue and/or market capitalization, and there is an appropriate mix of small and large companies as measured by revenue and market capitalization.

REVENUE: FIVE-YEAR AVERAGE
(US$ MILLIONS)

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MARKET CAPITALIZATION: FIVE-YEAR AVERAGE
(US$ MILLIONS)

The following chart shows the breakdown of the comparator group by industry (based on the Global Industry Classification Standard, or GICS):

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The following is the 2023 compensation comparator group, along with the financial data considered by the human resources and compensation committee when it approved the comparator group in the first half of 2023:

			Revenue (US$ millions)		Market Cap (US$ millions)
Company (TSX or NYSE Ticker Symbol)	Industry (GICS)	Scope of Operations2	5 Year Average (2018-2022)1	20221	5 Year Average (2018-2022)1	2022 Average1
Agnico Eagle Mines Ltd (AEM)	Gold	Canada, Finland, Mexico, Australia	$3,478	$5,741	$15,607	$21,620
AngloGold Ashanti Limited (AU)	Gold	Australia, Brazil, Tanzania, Ghana, Dominican Republic of Congo (DRC), Guinea	$3,964	$4,501	$8,211	$7,465
B2 Gold Corporation (BTO)	Gold	Mali, Namibia, Philippines	$1,498	$1,733	$4,180	$3,927
Barrick Gold Corporation (ABX)	Gold	United States, Tanzania, Canada, Democratic Republic of Congo, Mali, Papua New Guinea, Dominican Republic, Cote D’Ivoire, Argentina, Saudi Arabia, Zambia, and Chile	$10,511	$11,013	$30,635	$33,210
Cameco Corporation (CCO)	Coal & Consumable Fuels	Canada and Kazakhstan	$1,395	$1,436	$6,360	$9,901
Endeavour Mining PLC (EDV)	Gold	Burkina Faso, Côte d’Ivoire, Senegal	$1,604	$2,508	$3,690	$5,365
First Quantum Minerals Ltd. (FM)	Copper	Zambia, Mauritania, Turkey, Spain, Finland, Australia, Panama	$5,588	$7,626	$11,191	$16,267
Gold Fields Limited (GFI)	Gold	Australia, Ghana, Peru, South Africa	$3,584	$4,287	$7,041	$9,598
Lundin Mining Co. (LUN)	Copper	Brazil, Chile, Portugal, Sweden, United States	$2,406	$3,041	$4,883	$5,500
Newcrest Mining Limited (NCM)3	Gold	Canada, Australia, Papua New Guinea	$4,002	$4,207	$14,263	$13,443
Newmont Corporation (NEM)	Gold	Canada, United States, Ghana, Australia, Suriname, and Peru	$10,525	$11,915	$37,594	$45,582
Northern Star Resources LTD (NST)	Gold	Australia and United States	$1,569	$2,710	$6,751	$7,315
Pan American Silver Corp. (PAAS)	Silver	Canada, Peru, Bolivia, Mexico	$1,320	$1,495	$4,628	$4,310
SSR MINING INC (SSRM)	Gold	Turkey, United States, Canada, Argentina	$901	$1,148	$3,043	$3,642
Teck Resources Limited (TECK/B)	Diversified Metals & Mining	Canada, Peru, Chile, United States	$9,774	$13,313	$13,250	$18,680

Source of revenue and market capitalization: Bloomberg, in US$.

Scope of operations information was gathered from each company’s corporate website.

Newcrest was removed after it was acquired by Newmont.

The compensation data gathered for the companies in the comparator group is referenced when determining a starting base salary for new members of the senior leadership team, when considering annual total compensation awards (base salary increases, short- and long-term incentives) for the SLT, as well as when reviewing other elements of the total compensation provided (e.g., pension and benefits), and market best practices. In addition, the human resources and compensation committee reviews compensation levels of companies in the S&P/TSX 60 to understand the position of Kinross’ compensation relative to the general Canadian market.

Each compensation element for each SLT member is reviewed against the 25th, 50th, and 75th percentiles for comparable positions within the comparator group. The company targets total compensation in the median range of the comparator group, however other factors will influence the position of an executive’s actual total compensation in any given year, including: the number of applicable comparator positions, internal equity, time in role, unique roles and responsibilities, and company and/or individual performance. Emphasis is placed on incentive or “at-risk” compensation so that total compensation reflects performance.

Where an executive is new to the role or executive performance is below expectations, total compensation will typically be lower relative to the market; and where executives achieve exceptional results, it will typically result in higher total compensation. However, in all cases, the comparator data is used as a reference and guideline, and other factors are considered by the human resources and compensation committee in determining compensation for executives.

In addition, the company maintains a performance peer group comprised of the following gold companies: Alamos, Agnico-Eagle, Anglogold Ashanti, B2Gold, Barrick, Centerra, Eldorado, Endeavour Mining, Gold Fields, IAMGOLD, New Gold, Newcrest

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(removed after its acquisition), Newmont, Northern Star, and SSR Mining. As these companies are subject to the same commodity cycle and price pressures, we believe that they are the most relevant group for assessing performance. The human resources and compensation committee considers this peer group when assessing Kinross’ relative total shareholder returns.

Compensation Mix

To meet the objectives of the Kinross executive compensation program,
Kinross has chosen to use a variety of forms of compensation, including base pay and “at-risk” compensation (short- and long-term incentives), as well as pension and other benefits. Kinross believes this mix will enable us to attract and retain a top calibre senior leadership team, align their interests with Kinross’ long-term strategy and the interests of shareholders, and reinforce Kinross’ strategic performance and execution of strategic objectives.

The human resources and compensation committee has established a target pay mix (the proportion of total direct compensation which comes from each of base salary, short-, and long-term incentives) for the senior leadership team. The target mix is reviewed annually to ensure that it continues to be effective, and adjustments are made from time to time as necessary. When annual compensation recommendations are prepared, actual mix is reviewed and adjustments to compensation may be made to better align proposed compensation to the target pay mix. For example, the committee intends that a minimum of 50% of total direct compensation be in the form of equity for the senior leadership team. For 2023, after the initial compensation recommendations were prepared and the mix reviewed, the decision was made to adjust Mr. Gold’s cash and equity compensation to achieve this target, as outlined in greater detail under “Using Discretion”.

The mix in direct compensation achieved in 2023 for Kinross’ CEO and the average mix for the other NEOs is set out below. Further details regarding each element of compensation can be found under “Components of Executive Compensation” starting on page 81.

2023 Compensation mix — President and CEO1,2
Paul Rollinson	Actual (US$)
Base salary		1,187,077
Short-term incentive		2,069,966
Equity — RPSUs		1,893,388
Equity — RSUs		1,549,136
Total equity		3,442,524
Total “at-risk” compensation		5,512,490

2023 Average compensation mix — Other NEOs1,2
Other NEOs (excluding CEO)	Actual (US$)
Base salary		437,253
Short-term incentive		541,790
Equity — RPSUs		559,569
Equity — RSUs		457,830
Total equity		1,017,399
Total “at-risk” compensation		1,559,189

Compensation in Canadian dollars was converted to U.S. dollars for purposes of these graphs using the exchange rate of C$1.00 = US$0.7561.

In 2023, total “at-risk” compensation reflects annual compensation figures paid or granted, excluding base salary.

The mix of long-term incentive components is also reviewed annually. Kinross introduced restricted performance share units (RPSUs) as part of the 2008 annual compensation awards, with a weighting of 5% of total equity awards. The human resources

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and compensation committee increased the RPSU weighting on five occasions from 2008 to 2018, and RPSUs have made up 50% or more of the equity granted to the members of the senior leadership team since 2015 (2014 in the case of the CEO). Beginning in 2019, the committee removed options from the equity mix and further increased the weighting on RPSUs to 55% for the senior leadership team, to create better alignment with shareholder interests by putting a greater emphasis on performance-based equity. At the same time, the weighting on restricted share units (RSUs) increased to 45% for the senior leadership team. There were no changes to the equity mix for the 2023 annual compensation awards.

In all other aspects, the human resources and compensation committee concluded that the company’s compensation mix in 2023 met its stated objectives.

Share Ownership

An important objective of Kinross’ executive compensation plan is to align executive interests with Kinross’ long-term strategy and the interests of shareholders. To accomplish this objective, we include long-term equity-based incentives (most of which are settled in common shares) as a significant portion of annual compensation, and require senior executives to hold equity through share ownership guidelines.

Kinross implemented a share ownership policy for its senior leadership team (SLT) in December 2006, and then reviewed and updated it to increase the share ownership requirements in February 2008, and to include a portion of an executive’s RPSUs in the calculation in 2012. In 2018, the policy was expanded to include other senior vice-presidents, and in 2019 it was further expanded to include members of the leadership advisory team (LAT). In 2023 the requirement for the CEO increased from five to six times of salary.

Under this policy, NEOs and certain other senior executives are required to hold a minimum value in common shares, equity- settled restricted share units, and/or restricted performance share units (RPSUs) (but not options or cash-settled restricted share units), determined as a multiple of his or her average year-end base salary for the most recent three years (average salary). The value held is determined as the greater of book value or market value of the common shares and/or equity-settled restricted share units (including 80% of RPSUs) held by the executive. Senior executives must meet this requirement within three years of being hired or promoted to a level with a higher share ownership requirement, or the date they become subject to these requirements.

We believe that our policy is balanced and that the inclusion of a portion of RPSUs is appropriate given the significant portion of LTI included in annual compensation (at least 50% for the SLT), that RPSUs make up over half of the annual LTI award (55% for the SLT), and that RPSUs are fully settled in common shares (not in cash or phantom stocks). It is important to note that cash-settled restricted share units and stock options are not included in the calculation of eligible holdings. Furthermore, only 80% of RPSUs are counted, which is a reasonable portion, considering that the performance vesting factor has averaged 80% since RPSUs were introduced in 2008. In addition, our time period of three years to meet the requirements is significantly shorter than the more common market practice of five years, providing a balanced approach to the inclusion of a portion of equity-settled RPSUs. Currently, the CEO and other SLT who have passed the three-year deadline to meet the requirements, not only hold significantly more than their requirement, but also meet the requirement based only on their vested common shares, demonstrating that our share ownership guidelines meet their objective of aligning executive interests with those of shareholders.

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In 2024, Kinross will be reviewing its share ownership policy as part of its annual compensation program review to ensure alignment with market and best practices, its long-term strategy, and the interests of shareholders.

Kinross prohibits the senior leadership team, executives, employees, and directors from hedging personal holdings against a decrease in the price of our common shares.

While the company has not implemented a holding policy, as a practice, Kinross executives generally hold most of the shares they receive, both before and after meeting the share ownership requirements.

The following table shows the status of each NEO’s holdings relative to the share ownership requirements on December 31, 2023. All of Kinross’ NEOs have exceeded their requirements, except Mr. Dunford, who has until 2026 to meet the requirement.

Name	Eligible share holdings 1,2,3				2023 share ownership
	Value of RSUs (US$)	Value of RPSUs (US$)	Value of common shares (US$)	Value of total (US$)	Required multiple of average salary	Required value4 (US$)	Holdings multiple of average salary	Multiple of requirement met	Deadline to meet requirement5
	# of RSUs	# of RPSUs	# of common shares	# of total
J. Paul Rollinson	$2,814,945	$6,119,951	$18,018,349	$26,953,245	6x	$7,122,464	22.7x	3.8	n/a
	464,212	1,009,239	2,971,401	4,444,852					(met deadline)
Andrea S. Freeborough	$735,541	$1,598,467	$1,558,841	$3,892,849	3x	$1,372,322	8.5x	2.8	n/a
	121,298	263,603	257,068	641,969					(met deadline)
Geoffrey P. Gold	$1,206,302	$2,631,295	$7,126,881	$10,964,478	3x	$1,905,373	17.3x	5.8	n/a
	198,931	433,926	1,175,292	1,808,149					(met deadline)
Claude J.S. Schimper	$622,150	$1,203,634	$129,992	$1,955,776	3x	$1,323,175	4.4x	1.5	October 1, 2024
	102,599	198,491	21,437	322,527
William D. Dunford	$347,593	$143,637	$161,567	$652,797	3x	$706,118	2.8x	0.9	September 1, 2026
	57,321	23,687	26,644	107,652

Common shares and equity-settled RSUs (including 80% of RPSUs), but not options or cash-settled RSUs.

The value held is determined as the greater of book value or market value. Book value was calculated using the share price at time of purchase, or the price at time of vesting in the case of vested RSUs/RPSUs, or the grant value for unvested RSUs/RPSUs, or the dividend reinvestment price for unvested RSUs/RPSUs received from dividends. Market value was calculated using the common share price on the TSX on December 29, 2023 of C$8.02.

Values are in Canadian dollars and were converted to U.S. dollars for purposes of this table using the exchange rate of C$1.00 = US$ 0.7561.

Based on the average year-end base salary for the years 2021, 2022 and 2023. Average year-end salary is in Canadian dollars and was converted to U.S. dollars using the exchange rate of C$1.00 = US$0.7561, with the exception of Mr. Dunford’s 2021 and 2022 salaries which were in U.S. dollars.

Mr. Schimper and Mr. Dunford have three years from the date of their promotion to the senior leadership team to meet their share ownership requirements. Mr. Schimper was promoted to the senior leadership team on October 1, 2021 and Mr. Dunford was promoted to the senior leadership team on September 1, 2023. Mr. Schimper has already met his requirements.

The following table shows the aggregate value of Mr. Rollinson’s total eligible shareholdings using the market value of a common share on the TSX on December 29, 2023 of C$8.02 to value his holdings. Mr. Rollinson has exceeded his requirements using the market value approach.

	Eligible shareholdings1, 2 — Market Value
Name	Value of common shares (US$)			Value of RSUs (US$)			Value of common shares + RSUs (US$)			Value of RPSUs (US$)			Value of total (US$)			Holdings multiple of average salary
J. Paul Rollinson		$	18,018,349		$	2,814,945		$	20,833,294		$	6,119,951		$	26,953,245		22.7x

Common shares and equity-settled RSUs (including 80% of RPSUs), but not options or cash-settled RSUs.

Values are in Canadian dollars and were converted to U.S. dollars for purposes of this table using the exchange rate of C$1.00 = US$ 0.7561.

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In addition, Mr. Rollinson directly owns common shares equal in value to more than two times his total direct compensation (comprised of all elements from the Summary Compensation Table except for Pension Value and All Other Compensation) for 2023.

Name			Value of common shares (US$)						Value of total direct compensation (US$)						Holdings multiple of total direct compensation
J. Paul Rollinson				$	18,018,349					$	6,699,567						2.7x

Paying for Performance

A substantial portion of the NEO’s compensation is at risk and linked to the company’s performance:

•

short-term incentive payments are determined based on annual company performance,

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RPSUs vest based on company performance over a three-year period, and

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the realized value from equity incentives reflects share price performance over time.

Establishing Performance Measures

Determining appropriate metrics to measure company performance in the short-term and long-term is a critical first step in achieving the objectives of our compensation programs. These performance measures:

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help align executive interests with Kinross’ long-term strategy and the interests of shareholders,

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reinforce Kinross’ operating performance and execution of strategic objectives, and

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support pay for performance alignment in a way that is transparent and understood by all stakeholders.

This requires that we thoughtfully establish measures which reflect the key decisions executives make to deliver long-term value and measure items within the control of our executives. Gold mining is a capital-intensive business with long business cycles, therefore decisions made by executives in one year may impact future years. While our short-term incentive plan rewards executives based on performance in that year, the heavier weighting on the long-term incentives is intended to encourage executives to focus on making decisions that are in the long-term best interests of the company. Longer term company performance is measured through our restricted performance share units, and through the share price as reflected in the realized value of the equity executives receive.

The following is an overview of the measures in our 2023 short- and long-term incentive plans:

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Kinross’ annual operating performance objectives are laid out in its Four Point Plan, with certain strategic measures aligned to the Four Point Plan being used to measure company performance for the senior leadership team (the SLT measures). Each year, the board considers the key priorities and approves the specific performance measures and associated metrics for the year for the SLT measures, which are linked to the company’s core purpose of leading the world in generating value through responsible mining, and are aligned to the long-term strategy, as further discussed under “STI Plan: Company Performance Measures — SLT Measures” on page 85. From the company Four Point Plan, more detailed tactics and objectives are cascaded to create site Four Point Plans, which in turn form the foundation of department and individual objectives.

Assessing Performance

At the end of the year, company performance is assessed based on the company Four Point Plan and SLT measures, site performance is assessed based on the site Four Point Plan, and individual performance is assessed based on related individual objectives. Site and company Four Point Plan multipliers are determined based on an assessment of performance relative to targets established at the start of the year, and are used in determining short-term incentive payouts for all participating employees across the company. In addition, company performance is reviewed relative to competitor companies and a company performance multiplier is determined for the SLT measures. Individual performance is assessed and an individual multiplier is determined for short-term incentive purposes. Finally, a multiplier is determined for long-term incentives based on individual and company performance, as well as the overall pool for equity awards approved by the human resources and compensation committee.

Compensation Recommendations

These decisions drive the calculation for the initial compensation recommendations for the senior leadership team, including the CEO, as outlined below.

After reviewing the initial compensation recommendations, the CEO and the human resources and compensation committee may make adjustments to the recommendations for senior leadership team members based on pay mix, market positioning, internal equity, retention, and shareholder returns, as well as extraordinary circumstances.

For more information on the performance measures established for the company and each individual, as well as actual performance relative to these targets which was considered in establishing individual and company multipliers, see “2023 Company Performance: SLT measures” on page 87, and “2023 Individual performance: Named executive officers”, starting on page 93.

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Aligning Executive Compensation and Total Shareholder Return

One of the principles of our executive compensation program is to align executive interests with Kinross’ long-term strategy and those of shareholders. We accomplish this in a number of ways:

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Compensation Approval Process

The executive compensation process depends on assessing company and individual performance. The annual cycle to measure performance, then determine and approve executive compensation, is as follows:

The CEO evaluates each SLT member based on their performance against individual objectives and their contribution to overall company performance. Based on that assessment, he makes a recommendation for approval to the human resources and compensation committee regarding their individual short-term incentive component. The CEO and human resources and compensation committee may also exercise discretion when making incentive compensation decisions, as outlined below.

Using Discretion

Kinross seeks to foster a culture that encourages an objective assessment of performance and the exercise of appropriate discretion to adjust compensation to reflect unsatisfactory or exceptional performance. While the emphasis is on actual and relative performance, as well as competitive market data, the CEO and the human resources and compensation committee may also exercise discretion to reflect extraordinary events and prevailing circumstances and market conditions. For information on discretion used in 2023 compensation decisions, see “Short-Term Incentive Plan” on page 83.

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COMPONENTS OF EXECUTIVE COMPENSATION

The table below summarizes the components of our 2023 compensation plans applicable to all NEOs.

Component	Form	Period	How we determine the award
Total Direct Compensation
Base salary	Cash	One year	Based on role, market comparators, internal equity, individual experience, and performance.
Short-term Incentive	Cash	One year	Target award is established based on market comparators and internal equity. Actual awards are based on company and individual performance, and consider overall pay mix guidelines.
Long-term incentive1	Restricted share units (RSUs)	Three years; vest in thirds over three years	Target grant value based on market comparators and internal equity. Actual grant value may be above or below target based primarily on company and individual performance. The human resources and compensation committee determines the mix of equity to be granted to NEOs for each calendar year. For the 2023 grant (granted in February 2024), RSUs made up 45% of the SLT’s annual long-term incentive award (one-third cash-settled and two-thirds equity-settled).
Long-term incentive1	Restricted performance share units (RPSUs)	Three years; vest at end of three years, based on performance relative to targets	Target grant value based on market comparators and internal equity. Actual grant value may be above or below target grant value based primarily on company and individual performance. The final number of shares vested is based on company performance relative to performance measures. For the 2023 grant (granted in February 2024), these measures were: relative total shareholder return, production, and attributable all-in sustaining cost per gold equivalent ounce sold3. For the 2023 grant, RPSUs made up 55% of the SLT’s annual long-term incentive award. RPSUs are 100% equity-settled.
Benefit & Retirement Plans
Employee benefits and perquisites	Benefits and perquisites	Ongoing	Based on market comparators. Includes life, accidental death & dismemberment, critical illness and disability insurance, health & dental coverage, benefit reimbursement plan, security services, and other benefits.
Employee benefits and perquisites	Employee share purchase plan	Continuous based on eligibility requirements	Employees, including NEOs, may contribute up to 10% of their base salary. 50% of the participant’s contribution is matched by the company on a quarterly basis and total contributions are used to purchase company shares.
Retirement plans	Executive retirement allowance plan (ERAP)2	Ongoing	Based on market comparators. 15% or 18% of base salary and target bonus for the senior leadership team.

Stock options were removed from the long-term incentive mix starting with the 2019 grant (granted in February 2020) and were not included in the 2023 grant (granted in February 2024). Information on stock options and the Share Option Plan is outlined on page 124.

Mr. Dunford was appointed to the senior leadership team on September 1, 2023 and joined the ERAP on December 1, 2023. He participated in the international long term savings account, described on page 110, until November 30, 2023.

Attributable all-in sustaining cost per gold equivalent ounce sold for compensation purposes as described under “LTI Plan: Company Performance Measures — RPSU Performance Measures” starting on page 102.

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TOTAL DIRECT COMPENSATION

Base Salary

To attract and retain a high-performing senior executive team, Kinross targets base salaries around the median of the compensation comparator group.

Base salaries paid to individual executives reflect:

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the scope, complexity and responsibility of the position,

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salary levels for similar positions in Kinross’ comparator group,

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the executive’s previous experience and time in role, and

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the executive’s performance.

Each year Kinross reviews competitive market data and completes individual performance assessments. Where appropriate, base salaries are adjusted to reflect individual performance and internal equity, and to remain competitive in the market.

The human resources and compensation committee reviewed base salaries for the SLT in February 2023 but felt the salaries were appropriate relative to performance, internal equity, and the market, and decided not to increase base salaries at that time. There were no base salary increases for the SLT in 2023.

Mr. Dunford was appointed to the senior leadership team as Senior Vice-President, Technical Services on September 1, 2023 with a salary of C$450,000.

Further information regarding each executive’s 2023 base salary is provided with the “Summary Compensation Table” on page 115.

In February 2024, the committee again reviewed salaries for the SLT and approved increases to recognize performance and to better align to the market and internal equity. For Ms. Freeborough, the increase also recognizes her additional responsibility of oversight for the supply chain function, which she took on in 2023, following the departure of Ned Jalil, former Chief Technical Officer. For Mr. Gold, the increase is also in recognition of his promotion to the role of President in 2024. For Mr. Rollinson and Mr. Gold, this was their first base salary increase since 2020.

The following are the salaries for the named executive officers (all paid and shown in Canadian dollars) for 2024:

Named Executive Officer	2024 Base Salary (C$)
J. Paul Rollinson		1,700,000
Andrea S. Freeborough		650,000
Geoffrey P. Gold		900,000
Claude J.S. Schimper		650,000
William D. Dunford		510,000

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Short-Term Incentive Plan

Kinross’ short-term incentive plan covers employees at a professional level and above across the company and is designed to reward company, site, and individual performance in the most recent fiscal year. The measures for the year are focused on strategic and operational metrics which are within the control of executives and employees and are cascaded throughout the organization. The senior leadership team’s short-term incentives are calculated as follows:

Targets for each NEO are outlined on page 99. No adjustments were made to the targets for NEOs for 2023 or 2024 with the exception of an increase to Mr. Dunford’s target to 75% effective September 1, 2023 as a result of his promotion to the senior leadership team as Senior Vice-President, Technical Services.

This increase further strengthens pay and performance alignment by putting more emphasis on the portion of the award tied to specific ESG metrics, operational and financial goals, shareholder returns, and delivery of capital projects.

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The multiplier for the SLT was changed in 2023 to 0 to 200% to align with the CEO’s multiplier.

Details on the assessment of company performance and the resulting performance multiplier are outlined under “2023 Company Performance: SLT measures” starting on page 87. Details regarding individual performance and the resulting multipliers are provided under “2023 Individual performance: Named executive officers”, starting on page 93.

Once the short-term incentive is calculated using the factors and formula outlined above, the pay mix is also reviewed, and adjustments may be made to the proposed short-term incentive and/or planned equity awards for the senior leadership team to better align cash and equity to the target pay mix. In addition, the CEO and the human resources and compensation committee retain discretion to make adjustments to the final individual incentive payments based on factors such as market performance and competitive compensation, year-over-year performance and compensation, and internal equity. The CEO and the human resources and compensation committee also retain the right to exercise discretion when making short-term incentive compensation decisions to reflect extraordinary events, prevailing circumstances, and market conditions as outlined under “Using discretion” on page 80.

In respect of compensation outcomes for 2023, the human resources and compensation committee applied its judgment in the assessment of company and individual performance, and felt that the compensation outcomes resulting from the application of the compensation programs and formulae were generally appropriate. However, the committee elected to exercise its discretion to reduce Mr. Gold’s short-term incentive by C$110,000 and increase his long-term incentive by the same amount to achieve a better balance between cash and equity, and meet our target of delivering at least 50% of compensation in the form of equity. The human resources and compensation committee did not exercise any other discretion to change the compensation outcomes.

Details of the 2023 short-term incentive calculation for each NEO are outlined on page 99.

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STI Plan: Company Performance Measures — SLT Measures

The following summarizes our approach to establishing measures under our short-term incentive plan:

Our employees are measured against the Four Point Plan and, as shown above, our senior leadership team members are measured against certain key metrics which are aligned to the Four Point Plan, but are intended to reflect the critical role of these executives in directing and making strategic decisions for the company aligned to the long-term interests of shareholders without undue risk-taking. In developing these metrics, we first identified the key elements of our strategy — the key areas the executives must manage each year — and then determined an appropriate metric(s) to measure company success in each area.

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These strategic areas and the metrics identified to measure each are shown below:

Key Strategic Areas and SLT Measures

Key strategic area	Rationale	Metric
ESG	How the company acts with regard to health & safety, environment, social & governance (ESG) matters determines our ‘license to operate’, and thus could significantly impact our operations. This metric reinforces our responsibility to our employees and communities regarding safety and sustainability, and the requirement for senior leadership to set the tone for the organization.	Corporate responsibility performance metric: incorporates leading and lagging measures for health and safety, environment, and community relations, each of which determines about one third of the total metric. In the case of a fatality, there is an automatic 5% deduction from the total company score. ESG initiatives: an assessment of performance on delivery on our key ESG commitments including diversity, equity and inclusion, climate goals, and governance.
Operational and financial performance	Annual operational performance determines financial success over the short- and long-term. Rather than measuring financial outcomes that are largely determined by gold price, the focus is on the two key drivers within the company’s control that determine revenue and cash flow, namely production and cost.	Delivering against guidance: measures how well we deliver on our commitments to the market against the key publicly reported operational and financial metrics: production, all-in sustaining cost, and capital. Total cost: supports a continued focus on managing our costs, which is critical to maintaining profitable operations in a volatile gold price environment.
Balance sheet	A strong balance sheet is critical to enable us to proactively manage our business and invest in both organic and inorganic growth projects. A strong balance sheet allows us to withstand industry cycle volatility.	Attributable free cash flow per share: measures our ability to manage costs, judiciously allocate capital, increase margins and maintain a strong liquidity position.
Shareholder returns	Inclusion of shareholder returns is intended to reinforce alignment with shareholders in the cash compensation that executives receive. The use of a relative measure helps mitigate against gold price volatility.	Relative total shareholder returns: measured over a one-year period, compared to our performance peer group.
Building for the future	A key responsibility of management is making capital allocation decisions for the long term benefit of the company and shareholders. This metric is intended to assess the outcome of those capital allocation decisions, other strategic decisions, and to capture other items which affect the value of our assets and the company.	Deliver targeted strategic accomplishments: an assessment of performance on delivery on capital investments and key initiatives that are critical for advancing the company’s organic growth agenda, reducing costs, and continuing to position the company well for the future. May include increasing reserves, mine life extensions, M&A, etc.

It is expected that the strategic areas considered in the measures will remain relatively constant from year to year (subject to a significant change in strategy); however, the metrics used to measure them may vary, and are aligned to the priorities and deliverables for each calendar year. For example, the metric for “Building for the future” is adjusted each year to align to the critical priorities in that year relating to delivering capital projects, achieving value from past investments/acquisitions, exploration, and other similar matters.

In addition to assessing company performance against these objectives, the board also considers the company’s performance relative to our gold mining competitors. The assessment of company performance is not solely a formulaic process and judgement is exercised in determining the final multiplier.

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2023 PERFORMANCE

2023 Company Performance: SLT Measures (75% Weighting)

In early 2023 management and the human resources and compensation committee agreed to several priorities for the year:

Safety & ESG			Operational Excellence			Financial Strength and Flexibility			Long term Value
• Ensure safety is our number one priority across the entire organization • Continue to advance our ESG strategy and work towards our 2030 greenhouse gas (GHG) reduction goals			• Deliver on our 2023 public guidance • Effectively manage costs in an inflationary environment • Ensure our assets are optimized and delivering consistently			• Focus on free cash flow in operating decisions • Continue to effectively manage and strengthen balance sheet • Return capital to shareholders through share buyback program and quarterly dividend			• Advance and deliver key projects • Continue to advance exploration studies and permitting • Continue to focus on improving and maintaining positive government relations

The SLT measures noted above were appropriate to measure these priorities, with the actions related to “focus on delivering 3-year production targets and long term production growth” incorporated in the Targeted Strategic Accomplishments. Performance on each measure, and the final company multiplier, can range from 0% to 200%, and the company multiplier determines 75% of the short-term incentive payment for senior leadership team members, as described under “2023 Short-Term Incentive” on page 99.

In establishing the 2023 performance targets against the SLT measures, the human resources and compensation committee considered prior year targets and actual performance as well as expected 2023 performance and challenges, as described below.

Corporate Responsibility Performance Metric	The 2023 target was set in line with the 2022 target and actual result, recognizing that the company has already achieved a very high level of performance and that we want to incent maintaining or exceeding such a level, while recognizing that this, in itself, is a significant accomplishment.	20%
ESG initiatives	Initiatives in this category vary from year to year. For 2023, targets were based on the completion of the Tasiast solar plant, climate studies, diversity strategy and supply chain governance.	5%
Delivering against guidance	2023 targets were aligned to 2023 guidance for production, attributable all-in sustaining cost and capital, in line with the approach in 2022.	15%
Total cost	The 2023 range was similar to that in 2022, with the target aligned to the 2023 budget.	10%
Attributable free cash flow per share	2023 target was aligned to the 2023 budget. Targets were differentiated for different gold price scenarios in order to ensure that management is rewarded for factors within their control.	10%
Relative TSR	The 2023 target was set above the median of the performance group, in line with the 2022 target.	10%
Deliver targeted strategic accomplishments	As the projects/initiatives and the associated metrics included in this category vary substantially from year to year, the targeted number of points to be achieved may also vary. For 2023, the number of points required as a percentage of maximum points was the same as that established in 2022.	30%

The following are the targets established for each of the SLT measures for 2023, along with the performance results achieved and the rating approved. Assessment of performance on each measure requires judgement and does not reflect a formulaic determination.

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Letter to
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Executive
Summary

Voting

Business of
the Meeting

Directors

Executive
Compensation

Governance

Appendices

Key Strategic
Area

Measure

Weight

Threshold

Target

Maximum

Actual performance

Rating

ESG

Corporate Responsibility
Performance Metric (CRPM):
Safety, Environment &
Community Metrics (see next
page for details)

20%

80 points

88 points

97 points

Exceeded target:
91.9 points

115%

ESG initiatives:
1. Climate studies
2. Diversity, Equity and Inclusion (DEI) strategy
3. Supply chain governance
4. Tasiast solar plant

1. Deliver at least
one climate study that
triggers GHG
reduction
2. DEI strategy in
process of being
implemented,
majority of sites
successful on their
objectives
3. Completed initial
steps on supply chain
governance initiative
in compliance with
Bill S-211
4. Tasiast solar plant
completed within
expected cost, behind
schedule, expected to
produce close to 10%
of site’s power

1. Deliver at least
two climate studies
that trigger >1% GHG
reduction
2. DEI strategy
implemented; sites
meet expectations on
objectives
3. On plan on supply
chain governance
initiative, in
compliance with
Bill S-211
4. Tasiast solar plant
completed on
schedule, within
expected cost,
expected to produce
close to 20% of site’s
power

1. Deliver at least
two climate studies
that trigger > 2%
GHG reduction
2. DEI strategy
implemented; sites
exceed expectation
on objectives
3. Ahead of plan on
supply chain
governance initiative,
in compliance with
Bill S-211
4. Tasiast solar plant
completed ahead of
schedule, at expected
cost, expected to
produce greater than
20% of site’s power

Exceeded target:
1. Two climate studies
completed
contributing to
savings of 84 kt tCO2e
(2.2% in GHG savings
over 3 years)
2. Developed a
meaningful DEI
strategy; sites met
expectations on their
objectives
3. On track to publish
our report in
compliance with Bill
S-211 in 2024
4. Tasiast solar plant
completed in Q4,
under budget,
expected to produce
approximately 20% of
site’s power

110%

Operational
and Financial
Performance

Deliver against 2023 guidance:
Production: 2.1Moz +/−5%
AISC1: $1,320 per ounce +/−5%
Capital: $1,000M +/−5%

15%

Both production and
AISC1 marginally miss
guidance; capital over
guidance

Both production and
AISC1 are within
guidance; capital in
line with or under
guidance

Strongly beat guidance on both production and AISC1; capital in line with or under guidance

Exceeded target:
Production: 2.15Moz
AISC1: $1,316
Capital: $1,055M

130%

Total cost4:
Manage costs (production
cost before allocations, other
operating cost and overhead)

10%

4% over budget

On budget

4% under budget

Below target:
Total cost was over budget4

65%

Balance Sheet

Attributable free cash flow per share2
Achieve our budget

10%

22 cents per share below budget

On budget, with
targets differentiated
by gold price

16 cents per share above budget

Exceeded target:
46 cents per share

140%

Shareholder Returns

Relative total shareholder returns (TSR)3
Relative ranking vs. performance peer group

10%

25th percentile

Above median

1st rank and positive
absolute TSR

Exceeded target:
3rd rank and TSR of 43% (48% without averaging period)3

135%

Building for the Future

Deliver targeted strategic accomplishments:

•

Tasiast and Paracatu asset value

•

Great Bear project

•

Three-year production guidance

•

Advancement of key projects and permitting

•

Exploration

In addition, bonus/penalty points could be assessed in four areas: M&A transaction; stakeholder engagement; people and organization; material change in value of asset. Total points are calculated as a % of maximum points

30%

25% of maximum points

50% of maximum points

>85% of maximum points

Exceeded target:
59% of maximum
points:
Outperformed on
Great Bear and other
key projects,
exploration initiatives;
and our future
production outlook;
achieved target on
Paracatu and Tasiast
future value as well as
on our permitting
goals. A penalty point
was assessed to
recognize challenges
at Fort Knox related to
cost pressures.

110%

Total

100%

115%

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Appendices

All-in sustaining cost per equivalent ounce sold is a non-GAAP ratio and may not be comparable to similar measures used by other issuers. Management uses this measure internally and believes that it provides a better understanding of the cost of sustaining gold production. For further details, including quantitative reconciliation, see Section 11 — Supplemental Information of Kinross’ Management’s Discussion and Analysis for the year ended December 31, 2023, which section is incorporated by reference herein and as filed on the company’s website at www.kinross.com, on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov.

Attributable free cash flow is a non-GAAP financial measure and may not be comparable to similar measures used by other issuers. For further details, including quantitative reconciliation, see Section 11 — Supplemental Information of Kinross’ Management’s Discussion and Analysis for the year ended December 31, 2023, which section is incorporated by reference herein and as filed on the company’s website at www.kinross.com, on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov. Attributable free cash flow per share is a non-GAAP ratio and, for the purpose of measuring short-term incentive performance, is calculated as attributable free cash flow divided by the number of common shares outstanding at the beginning of the period. Targets for this metric were differentiated for different gold price ranges to account for the volatility in gold price.

TSR was measured from December 31, 2022 to December 31, 2023, using the trailing 20-day volume weighted average share price at the start and end of the performance period. The performance peer group included the following companies: Alamos, Agnico-Eagle, Anglogold Ashanti, B2Gold, Barrick, Centerra, Eldorado, Endeavour Mining, Gold Fields, IAMGOLD, New Gold, Newcrest (removed after its acquisition), Newmont, SSR Mining.

The total cost metric is adjusted for variances relative to budgeted material assumptions (e.g. oil and other input commodity prices, foreign exchange, etc.). In 2023, total costs, after adjusting for uncontrollable price variances (e.g. favourable diesel prices and foreign exchange rates realized), were over budget.

Corporate Responsibility Performance Metric (CRPM)

The CRPM is our integrated ESG metric aligned to our Safety and Sustainability Policy. It makes up 20% of the SLT measures and incorporates leading and lagging measures for health and safety, environment, and community relations, each of which determines about one third of the total metric, as shown in the table below. Additional information on Kinross’ metrics that are aligned to our Safety and Sustainability Policy, can be found in our Sustainability and ESG Report.

First Priority	Indicator	Metric	Maximum Points
Health and Safety (34 points)	Lagging Indicators	Total Reportable Injury Frequency Rate (TRIFR)	8
	Lagging Indicators	Lost days severity rate	10
	Proactive Drivers of Safety	Field safety engagements by management (per employee)	6
		Workplace hazards identified and corrected (per employee)	6
		Safety excellence program (number of sites)	4
Environment (33 points)	Lagging Indicators	Environmental incidents	15
	Proactive Drivers of Environment	Water balance accuracy	6
		Reclamation	4
		Risk and audit	2
		Environmental training (% of site workforce)	6
Community Relations (33 points)	Lagging Indicators	Community incidents	9
	Lagging Indicators	Community and media feedback	6
	Proactive Drivers of Community Relations	Stakeholder engagement (# engaged and compliance to plan)	6
		Local content (# of employees and business partners from local jurisdictions)	9
		Community and corporate contributions	3
Maximum Points			100

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Business of
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Directors

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Appendices

2023 Company Performance Overview

2023 was a strong year for Kinross. We achieved the favourable end of our production and cost guidance and met capital guidance, generated significant cash flow and maintained our investment grade balance sheet. We completed our key projects at Tasiast and La Coipa, and advanced our development projects, with Manh Choh on track and excellent progress at Great Bear. We operated safely, maintaining low injury frequency rates, and continued our strong ESG performance. The following is a summary of 2023 company performance under each of our key strategic areas.

ESG

•

We maintained low injury frequency rates that were in line with three-year averages and continued our focus on a people-centric and progressive safety philosophy with the roll out of our safety excellence program at all sites.

•

We implemented our ESG strategy and maintained high ESG ratings as measured by S&P CSA, MSCI, LSEG Data and Analytics, Moody’s ESG, and Sustainalytics, and were named a constituent of the Dow Jones Sustainability Indices (DJSI) World Index for 2023 and the S&P ESG 1200.

•

We maintained our focus on strong governance, and in The Globe and Mail’s annual Board Games governance rating, we maintained our ranking in the top group of Canadian mining companies.

•

We obtained external assurance of conformance with the Responsible Gold Mining Principles, which were established by the World Gold Council.

•

In Paracatu, we published a book on the flora and fauna of the Cerrado biodiversity corridor, highlighting our long-term strategy to protect the biodiversity of this critical region in Brazil.

•

We completed the Tasiast solar power plant, which has power generation capacity of 34MW, and are on track to achieve our goal of reducing emissions intensity by 30% by 2030 from our 2021 baseline.

•

We maintained a high level of interactions in host communities and made approximately $10 million of monetary and in-kind contributions through site social investments.

•

In Alaska, we donated $350,000 to the University of Alaska Fairbanks to establish the ‘Kinross Alaska Future Leaders Scholarship,’ which will focus on advancing the inclusion of underrepresented people in the resource development industry.

•

At the Great Bear project, an updated exploration agreement was signed together with our First Nations partners, and at the Manh Choh project in Alaska, a groundbreaking ceremony was held with the presence of the Chief, elders, and delegates from the Native Village of Tetlin, as well as Alaska’s Governor and other government officials.

•

We developed an updated Diversity, Equity, and Inclusion Strategy, achieved the highest percentage of female employees to date, and increased the percentage of women across all levels of management.

•

In anticipation of Bill S-211, Canada’s Modern Slavery Act, a human rights task force was established to provide cross-functional coordination on the important work being done in this area and to help prepare the company’s first modern slavery statement to be published in 2024.

Operational & Financial Performance and Balance Sheet

•

We delivered on our guidance, with production and costs at the favourable end of the guidance range. Our portfolio of mines produced solid results, including record full-year production at Tasiast and record recovery at Paracatu.

•

Tasiast, Paracatu and La Coipa represented nearly 70% of production and were the lowest cost mines in the portfolio, contributing significant free cash flow.

•

We achieved attributable free cash flow of $559.7 million, more than double that of last year.

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Appendices

•

We improved our Investment Grade balance sheet, repaying the $160 million balance on our Tasiast loan, ahead of its 2027 maturity date, and the $200 million balance drawn on our revolving credit facility as at the start of the year.

•

We ended the year with cash and cash equivalents of $352.4 million, $1,557.5 million of available credit and total liquidity of approximately $1.9 billion.

•

We returned $147.3 million in capital to shareholders in the form of dividends.

Building for the Future & Shareholder Returns

•

Projects:

◦

Tasiast and La Coipa: We completed the Tasiast 24k and La Coipa restart projects.

◦

Great Bear: Our robust exploration program continued to make excellent progress, increasing our inferred resource estimate by 45% year-over-year with the addition of more than one million ounces primarily driven by high-grade underground additions. We increased Great Bear’s mineral resource estimate to approximately 2.8 million Au oz. of measured and indicated mineral resources, and to approximately 3.3 million ounces of inferred mineral resources. Permitting advanced on plan as did our execution planning for the advanced exploration program.

◦

Manh Choh: We commenced mining activities, including ore mining and stockpiling. The project is on budget and on schedule for initial production in the second half of 2024.

◦

Round Mountain: approved the Phase S layback in the open pit and advanced development of the exploration decline for the Phase X underground project. At Gold Hill, drilling continued to progress as planned.

•

Exploration: In 2023, approximately 300,000 metres of drilling was completed for all exploration projects. Our brownfields exploration efforts continued to primarily focus within the footprint of existing mines and projects during 2023. Highlights of the 2023 brownfields exploration programs include results from: Round Mountain, Curlew Basin, Alaska, Bald Mountain, Tasiast and Chile, as well as Great Bear. The greenfields exploration programs in 2023 were focused on targets located in Canada, the USA, and Finland with approximately 52,000 metres of drilling completed on all projects.

•

Our proven and probable mineral reserve estimates decreased by 11% to 22.8 million Au oz, mostly due to depletion; measured and indicated resource estimates decreased slightly from 26.2 million Au oz to 26.0 million Au oz; and inferred resource estimates increased by 9% or 1.0 million Au oz. to 11.5 million Au oz, driven by Great Bear (which added 1.0 million ounces) and Curlew Basin.

•

Our total shareholder return was 48% in 2023 and ranked 3rd relative to our peers.

The human resources and compensation committee thus assigned the ratings against the performance measures as shown above to reflect this performance. Overall, the committee felt that a company multiplier of 115% appropriately reflected the year.

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Prior year performance assessments under Mr. Rollinson’s leadership as CEO were as follows:

Year	Company performance multiplier
2013		110%
2014		95%
2015		100%
2016		107%
2017		118%
2018		97%
2019		109%
2020		120%
2021		70%
2022		70%
2023		115%

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2023 Individual Performance: Named Executive Officers (25% Weighting)

				J. Paul Rollinson — President and Chief Executive Officer
				Mr. Rollinson joined Kinross in September 2008 as the Executive Vice-President, New Investments, and subsequently assumed the role of Executive Vice-President, Corporate Development. He was promoted to Chief Executive Officer in August 2012. The following summarizes Mr. Rollinson’s performance in 2023. Individual performance factors for the CEO are recommended by the human resources and compensation committee and approved by the board.

Objective			Accomplishments
Strategy and capital decisions Develop and refine company strategy in light of current conditions to deliver long-term value to shareholders. Make capital decisions in line with strategy, including: • decisions on key projects / expansion opportunities; • making decisions on possible acquisitions; • determining the best allocation of resources to existing mines and future projects; • maximizing the value of existing resources.			• Oversaw several strategic reviews • Oversaw the development of the Manh Choh project, including permits being received ahead of schedule and a successful groundbreaking event with the local community and political figures including the Governor of Alaska • Oversaw the development of a growth strategy for Chile • Oversaw the successful advancement of the company’s exploration strategy with notable successes at Great Bear, Curlew, and Round Mountain • Oversaw the decision to pause the enhanced share buyback in favour of debt repayment, which was favourably received by the market • Oversaw the refinancing of the 2024 notes, obtaining a favourable rate during a volatile period in the debt markets • Obtained Board approval to proceed with Phase S at Round Mountain • Oversaw the completion of the Tasiast solar facility
Leadership and culture Successfully lead the company through challenging times, aligning the organization to current realities and company strategy: • consistent focus on our First Priorities; • demonstrate leadership to the global organization through communication of company direction and challenges; • maintain morale and continue to reinforce Kinross values and culture.			• Provided strong leadership to take the organization back to operating success, achieving the favourable end of both production and cost guidance • Supported the organization’s new approach to Health & Safety and helped to embed the culture and systems necessary for success • Made SLT changes to further optimize company leadership and set up for future success • Kinross recognised as one of Toronto’s Best Employers for the 6th consecutive year, being recognized for excellent leadership development programs and culture • Announced winners for our 15th Annual Living Our Values Awards and held successful event in Toronto • Advanced Inclusion and Diversity through development of a comprehensive strategy, using input from employees and leaders within the organization • Oversaw the development of a set of Leadership Principles, and held a Leadership Forum with the company’s top leaders • Continued to enhance leadership communications within the organization

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Compensation

Governance

Appendices

Objective			Accomplishments
External stakeholders Effectively manage external stakeholders. Continue to enhance perception of company value. Build and maintain positive relationships with key governments and other stakeholders. Specific steps include: • engaging with stakeholders regarding company strategy, direction, options, and results; • reinforcing key messages in the market; • maintaining and continuing to enhance credibility with stakeholders; • identifying and seeking out new investors as appropriate; • maintaining effective working relationships with governments, environmental groups, and related stakeholders.			• Continued to effectively manage government relations in key jurisdictions: • Have sustained positive relations in Mauritania following significant efforts at CEO level and below to foster relationships • Continued engagement with Ontario and Canadian government officials, including with the Premier, regarding Great Bear permitting • Held over 150 investor meetings/events with over 100 different firms • Engaged with peers in the Energy sector to advance power strategy at Great Bear • Oversaw donations strategy, including continued support for organizations which address the issue of homelessness in the Greater Toronto Area (GTA), as well as to support education in our operating regions through a new scholarship endowment for Alaska Native women and the refurbishment of a school in Paracatu • Oversaw roll-out of a holistic ESG strategy and continued to act as a champion for responsible mining practices • Oversaw publication of the 2022 ESG & Sustainability Report and Climate Report • Kinross continues to be highly rated on several sustainability indexes including S&P CSA, MSCI, Refinitiv, Moody’s ESG, and Sustainalytics, and won numerous awards for safety and environment • Developed strong relationships with local First Nations partners in Ontario, and oversaw signing of Advanced Exploration Agreement
Board interaction Maintain a productive two-way relationship with the Board, thereby assisting them in carrying out their obligations to shareholders, through: • transparent communications; • engaging the Board at appropriate times for decision-making.			• Successfully recruited, onboarded, and integrated two new Board members • Regular communications with the Board (outside of regular meetings) • Supported external Board evaluation process • Aligned with Board on future strategic direction at Strategy Offsite • Continued leading performance on Globe and Mail’s Board Games as one of the top ranked mining companies
2023 STI Individual Performance Rating: 120%

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Appendices

				Andrea S. Freeborough, Executive Vice-President and Chief Financial Officer
				Ms. Freeborough joined Kinross in August 2009, as Vice-President, Corporate Controller. In 2013, Ms. Freeborough took on additional responsibility as Vice-President, Finance, and in March 2017, Ms. Freeborough took on the role of Vice-President, Investor Relations and Corporate Development. Ms. Freeborough was appointed to the senior leadership team in the role of Senior Vice-President and Chief Financial Officer effective May 1, 2019. In June 2021, Ms. Freeborough took on oversight of Investor Relations in addition to her existing portfolio, and in October 2021, Ms. Freeborough was promoted to Executive Vice-President and Chief Financial Officer. In 2023, following the departure of the former Chief Technical Officer, Ms. Freeborough took on oversight of Supply Chain. The following summarizes Ms. Freeborough’s performance in 2023 and the resulting compensation decisions, as recommended by the CEO and approved by the human resources and compensation committee, and the Kinross board of directors.

	2023 Objectives
	Ms. Freeborough’s objectives for 2023 included providing leadership and oversight to Kinross’ finance, IT, investor relations, and supply chain functions; strengthening relationships with key stakeholders; managing liquidity and financing for the company including oversight of capital allocation decisions; managing credit rating agency relationships; overseeing financial reporting and taxation; enhancing overall company reporting and control processes.
	2023 Accomplishments
	Finance / Treasury • Effectively managed the balance sheet, improving the company’s financial position and liquidity • Oversaw the refinancing of the 2024 Senior Notes, with a favourable rate obtained in a difficult and volatile market environment • Effectively managed relationships with credit rating agencies, managing reviews immediately prior to issuance of the 2033 Senior Notes • Recommended and oversaw early repayment of Tasiast loan, leading to significant interest cost savings going forward • Led capital allocation decisions, including the decision to pause the share buyback in favour of debt repayment, which was received favourably by the market • Continued evaluating and managing the quarterly dividend program • Oversight of insurance program, including renewal of all programs with a positive outcome for the company, and reclamation bonding program Financial Reporting / Accounting / Audit • Led the advancement of the company’s multi-year Finance Transformation Project, starting with the implementation of the OneStream Enterprise Performance Management system for financial consolidations and reporting • Oversaw and completed competitive external audit tender process in line with corporate governance best practices • Oversaw internal operational audits of the company’s US heap leach pads			IT • Maintained significant focus on cybersecurity, which continues to be a heightened risk Financial Planning & Analysis • Played a significant role in continuing to enhance the strategic business planning process, supporting Kinross Technical Services and Operations • Continued to effectively surface focus areas for operations Tax • Actively managed various VAT and other tax matters globally Investor Relations • Led and represented Kinross at industry conferences, presentations, and over 150 investor interactions • Led successful analyst/investor site visit to Tasiast • Led ramp up of marketing strategy targeting institutional and retail investors • Managed messaging around key matters such as capital allocation Leadership • Continued significant succession planning to ensure the ongoing development of internal bench strength for key roles • Took on oversight of the Supply Chain function Other Noteworthy contributions • Led M&A support on various projects including inbound expressions of interest
	2023 STI Individual Performance Rating: 120%

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				Geoffrey P. Gold, Executive Vice-President, Corporate Development, External Relations and Chief Legal Officer
				Mr. Gold joined Kinross in May 2006, as Senior Vice-President and Chief Legal Officer. In 2008, he was promoted to Executive Vice-President and Chief Legal Officer. In the subsequent years, he took on responsibility for a number of additional portfolios, including human resources (from 2013 through 2015) and corporate office services (from 2013 through 2016), as well as corporate development, security, and global lands. In 2016, he assumed the role of Executive Vice-President, Corporate Development, External Relations and Chief Legal Officer, with responsibility for corporate development, government and investor relations, communications, global security, global lands, and legal. In March 2024 Mr. Gold was appointed to the role of President. The following summarizes Mr. Gold’s performance in 2023 and the resulting compensation decisions, as recommended by the CEO and approved by the human resources and compensation committee, and the Kinross board of directors.

	2023 Objectives
	Mr. Gold’s objectives for 2023 included: providing leadership to corporate development, legal, government relations, communications and global security; leading and executing various corporate development transactions and/or opportunities; overseeing and implementing various global governance, compliance, and key litigation and regulatory initiatives; overseeing and leading management support on various board and board committee governance initiatives; overseeing the corporate secretarial, global lands and security functional areas.
	2023 Accomplishments
	Corporate Development / Strategy • Oversaw strategic reviews of potential acquisitions and divestitures • Assisted in development of corporate strategy working with the CEO • Optimized Junior Equity Investment portfolio Government Relations • Mauritania: continued to successfully work with the government to maintain and enhance relations • Canada/U.S.: obtained strong support at the provincial level for the Great Bear project and established strong connections at the Impact Assessment Agency to ensure a smooth transition into the Federal permitting process; achieved strong stakeholder support for the Manh Choh project • Brazil: enhanced local government relationship and ensured a robust strategy is in place regarding Phase 11 Communications • Oversaw implementation of enhanced Town Hall format • Oversaw communications related to Kinross 30th Anniversary • Assisted with Shareholder Engagement and disclosure in governance area • Provided support on internal and external communications campaigns Legal and Governance • Provided guidance, oversight, and support on sensitive matters and on key litigation matters, including: • Legal leadership and oversight on all corporate development initiatives • Legal leadership on Notes refinancing • Legal leadership on various matters in Mauritania, Kettle River, Brazil and Chile			Legal and Governance (continued) • Provided legal leadership on AEX Agreement negotiations with First Nations Partners at Great Bear • Provided legal leadership and oversight on key governance matters and best practices including: • Proxy/governance disclosure and maintenance of best practices leading to Kinross being one of the highest ranked mining companies in the Globe & Mail Board Games • Oversight of board and corporate policy amendments • Played a key role in sourcing and onboarding two new directors Global Security • Conducted and provided guidance on several successful investigations with legal and compliance Community Relations / ESG / Major Permitting • Oversaw ESG efforts, including preparation for compliance with Bill S-211 • Oversaw development of simplified Social Performance Standards • Oversaw development of permitting strategy in Chile and at Great Bear Great Bear • Finalized commercial terms of the AEX Agreement with First Nations Partners • Assisted CEO with development of relationships with the Chiefs of our First Nations Partners
	2023 STI Individual Performance Rating: 120%

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Letter to
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Executive
Summary

Voting

Business of
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Directors

Executive
Compensation

Governance

Appendices

				Claude J.S. Schimper, Executive Vice-President and Chief Operating Officer
				Mr. Schimper joined Kinross in April 2010 as Vice-President and General Manager, Kupol. In July 2014, he was promoted to Regional Vice-President, Russia, providing oversight and leadership to our offices, mines, and projects in Russia. In May 2019, his title was changed to Senior Vice-President Operations, Russia in recognition of the additional accountabilities as a result of the departure of the Chief Operating Officer. Mr. Schimper was also appointed to the Leadership Advisory Team in 2019. In October 2021, Mr. Schimper was appointed to the senior leadership team in the newly created role of Executive Vice-President, Russia and West Africa Operations, reporting directly to the President and CEO, and took on oversight and accountability for operations in West Africa in addition to operations in Russia. In July 2022, following the departure of our Chief Technical Officer, Mr. Schimper was appointed to Executive Vice-President and Chief Operating Officer and took on oversight of global operations and health and safety. The following summarizes Mr. Schimper’s performance in 2023 and the resulting compensation decisions, as recommended by the CEO and approved by the human resources and compensation committee, and the Kinross board of directors.

	2023 Objectives
	Mr. Schimper’s objectives for 2023 included providing leadership and oversight over all of Kinross’ global operations including maintaining strong performance on global health and safety; delivering operational cash flow and meeting guidance on production, cost and sustaining capital; progressing continuous improvement; and making certain appropriate leadership is in place at all operations.
	2023 Accomplishments
	First Priorities • Made significant progress in rolling out Safety Excellence Program across the organization • Continued with Global Safety Learning Forum to reinforce people-centric and progressive H&S philosophy through closer links between sites and corporate, greater information sharing and the standardization of effective practices • H&S metrics strong across sites • Maintained low injury frequency rates that were in line with three-year averages Operations • Production and AISC both finished at the favourable end of our guidance ranges — a significant achievement following two challenging years • Made a number of leadership changes to set up for future success including new GMs at Tasiast, La Coipa, and Round Mountain • At Tasiast: • Record production achieved in 2023 • Made a number of changes to help overcome the commissioning challenges at the plant; throughputs improved throughout the year and the 24k project is now complete • Carried out enhanced training and upskilling programs to better prepare the local workforce to successfully handle the challenges of the operation • Continued with work on a cultural shift to enhance sense of ownership among Tasiast employees			Operations (continued) • At La Coipa: • Significant improvements made at site — throughput improved progressively through the year, with Q4 reaching the design level of approximately 13ktpd • At Paracatu: • Delivered according to plan • Strong continuous improvement culture has led to operational enhancements • Successful Board of Directors visit • At the US sites: • Operational improvements across all sites • Set up for expected positive free cash flow going forward Leadership and Organization • Acted as the global inclusion and diversity champion, participated in Kinross diversity events as well as representing Kinross externally, and member of the Global Inclusion and Diversity Council • Advocate for Breast Cancer Awareness month and Movember, increasing participation across all sites in these initiatives • Took on oversight of Global Maintenance and Continuous Improvement following departure of Ned Jalil, former Chief Technical Officer
	2023 STI Individual Performance Rating: 125%

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				William D. Dunford, Senior Vice-President, Technical Services
				Mr. Dunford joined Kinross more than 16 years ago, and has held increasingly senior technical and operational roles, including as the Vice-President and General Manager of Kupol prior to its sale in 2022 and most recently as Vice-President, Mining Operations, overseeing Kinross’ Corporate Mine Planning, Geotechnical, Strategic Business Planning, Maintenance, Continuous Improvement, and Business Performance Management functions. Mr. Dunford was appointed to the senior leadership team in the role of Senior Vice-President, Technical Services in September 2023 and is responsible for the leadership of our technical services disciplines as well as our strategic business planning and business performance management team. The following summarizes Mr. Dunford’s performance in 2023 and the resulting compensation decisions, as recommended by the President and CEO and approved by the human resources and compensation committee, and the Kinross board of directors.

	2023 Objectives
	Mr. Dunford’s objectives for 2023 included: providing oversight and leadership for technical services, environmental and tailings teams; providing assurance of reserves and resources; providing support and technical guidance for due diligence efforts; overseeing Kinross’ annual strategic business planning cycle; prior to being appointed to the senior leadership team, providing oversight and leadership for Kinross’ global continuous improvement and innovation program and energy strategy functions.
	2023 Accomplishments
	Environment and Tailings • No major spills or incidents • Continued to ensure strong governance of tailings facility management through internal inspections and regular review by and dialogue with Kinross’ Tailings Review Panel, the Engineers of Record, and the site tailings teams • Supported Paracatu team with compliance work • Progressed environmental studies and permitting efforts in Chile at both La Coipa and Lobo-Marte SBP and Business Performance Management • Enhanced the strategic business planning process across the company through a focus on increased accountability, collaboration, and transparency • Led transition to a probabilistic approach to mine and production planning for all sites, improving quality of and confidence in production budgets and guidance • Developed enhanced approach to risk and opportunity analysis across the operations with regular collaboration between Kinross Technical Services (KTS) and site teams • Created monthly Business Performance Management (BPM) collaboration between KTS and site teams to monitor progress versus Strategic Business Plan and budget on key KPIs and provide technical support to mitigate variance where needed • Re-structured process for assessing longer dated pipeline projects across the company to ensure timely progress of the best opportunities Leadership and Organization • Re-structured KTS department to support improved technical rigour without increasing department labour costs • Re-structured Technical Valuations function leading to improved technical support for corporate development activities Operations Support • Alaska: KTS mine planning team identified opportunity to de-risk mine plan execution through transfer of additional haul trucks from Round Mountain; KTS geology team provided significant support and oversite for ore control practices at Manh Choh; KTS metallurgy team provided support for Fort Knox mill modifications for Manh Choh ore			Operations Support (continued) • Round Mountain: Completed geotechnical study and optimized the mine design at Phase W, increasing confidence in 2023-2024 mine plan. Led optimization of mine design for Phase S, resulting in lower strip, lower capex, higher margin execution plan. Led strategic assessment, mine plan optimization, and initiation of studies and exploration decline for Phase X Underground. Provided strategic assessment and developed study plan for Gold Hill Underground • Bald Mountain: Drove near term extension to mine plan pulling in low capex, low risk, quick payback pits to leverage the Mooney 8 heap leach pad • Paracatu: Supported site team in revision of strategic business plan to prioritize medium term cashflow through pit design optimization • La Coipa: KTS team provided significant support in improving ore control procedures, understanding positive geological reconciliation, and supporting optimization of key mill KPIs • Tasiast: KTS team supported site team in driving significantly improved geological reconciliation, improving mill recoveries after challenges in 2022, and executing on 24k expansion and Tasiast Solar power plant construction Projects Support • Great Bear: KTS drove drilling and technical work leading to a meaningful increase in the underground resource at Great Bear, and provided extensive support across all disciplines to progress the advanced exploration decline and main project studies • Curlew: KTS worked closely with the site team to refocus drilling efforts on finding higher potential margin zones within the orebody and progressed a mine plan optimization • Chile: KTS worked extensively on strategic options in Chile to improve understanding of project economics, risks, and opportunities, start developing a strategy and path forward for both the La Coipa oxides and Lobo-Marte, and support study and permitting efforts across all strategic options in the region • Project Pipeline: Completed high level assessments of economics and key risks and opportunities of longer dated pipeline projects to prioritize and progress pipeline projects on a timely basis
	2023 STI Individual Performance Rating: 120%

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2023 Short-Term Incentive

Individual performance multipliers for each NEO were determined based on these accomplishments. The following table outlines the calculations which resulted in the 2023 short-term incentives. These short-term incentive payouts were recommended by the human resources and compensation committee and approved by the board.

Named Executive Officer	Title	Company results × 75% weight		+	Individual results × 25% weight		=	Total performance multiplier		2023 STI Target1		Calculated 2023 STI (US$)2		Actual 2023 STI (US$)2
J. Paul Rollinson	President & CEO		115%			120%			116%		150%		2,069,966		2,069,966
Andrea S. Freeborough	EVP & Chief Financial Officer		115%			120%			116%		90%		478,597		478,597
Geoffrey P. Gold	EVP, Corporate Development, External Relations & Chief Legal Officer		115%			120%			116%		140%		1,033,665		950,4943
Claude J.S. Schimper	EVP & Chief Operating Officer		115%			125%			118%		90%		479,746		479,746
William D. Dunford4	SVP, Technical Services — SLT (Sep. 1, 2023 to Dec. 31 2023)		115%			120%			116%		75%		113,977		113,977


	Company results × 50% weight		+	Individual results × 50% weight		=	Total performance multiplier		2023 STI Target1		Calculated 2023 STI (US$)2		Actual 2023 STI (US$)2
VP, Mining Operations (Jan. 1, 2023 to Aug. 31, 2023)		115%			120%			118%		45%		144,345		144,345
Total												258,322		258,322

Actual STI target (% of salary) for purposes of calculating STI.

Values are in Canadian dollars and were converted to U.S. dollars for purposes of this table using the exchange rate of C$1.00 = US$0.7561.

Mr. Gold’s 2023 STI calculated on formula would have been US$1,033,665. However, the human resources and compensation committee decided to reduce his STI payment by C$110,000 and increase his long-term incentive by the same amount to better align to the company’s target pay mix of at least 50% in equity.

As a result of Mr. Dunford’s promotion to the senior leadership team effective September 1, 2023, his short-term incentive was calculated in two parts: For January 1, 2023 to August 31, 2023, it was based on a company score of 115% for all employees below the SLT level (50% weighting) and individual score of 120%, as outlined in the table above. For September 1, 2023 to December 31, 2023, it was calculated using his new target of 75%, consistent with the calculation for the other SLT, as outlined in the table above. His total STI of USD$258,322 is the sum of the two parts.

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2024 SLT Measures

The following SLT measures and targets have been established for 2024.

Key Strategic Area	Measure	Target	Weighting
ESG (25%)	Corporate responsibility performance metric (leading and lagging measures for health and safety, environment, and community relations)	In line with 2023 target	20%
ESG (25%)	ESG Initiatives	• Achieve GHG reductions through energy efficiency projects • Achieve key actions in the DEI strategy • Develop supplier due diligence program	5%
Operational and Financial Performance (25%)	Delivering against guidance	Aligned with 2024 annual guidance on attributable production, attributable all-in sustaining cost, and attributable capital expenditures	15%
Operational and Financial Performance (25%)	Total cost	Aligned with 2024 total cost budget (production cost before allocations, other operating costs, and overhead)	10%
Balance Sheet (10%)	Attributable free cash flow per share	Aligned with 2024 attributable free cash flow budget with targets differentiated for different gold price scenarios so that management is rewarded for factors within their control	10%
Shareholder Returns (10%)	Relative total shareholder returns (TSR)	Above median rank relative to the performance peer group	10%
Building for the Future (30%)	Deliver targeted strategic accomplishments	Points required as a percentage of maximum points is in line with 2023 target and is based on an assessment of key initiatives focusing on the advancement and delivery of capital projects, mine life extension, increasing resources and reserves, exploration, and cost optimization	30%

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Long-Term Incentive Plan

Long-term incentives are granted as part of the company’s annual performance and compensation review, and may also be granted on hire and, in certain circumstances, as a result of a promotion.

In determining eligibility and target grant levels for long-term incentives, the human resources and compensation committee considers competitive market practices, as well as internal equity and the importance of different roles to the organization.

The value of an individual’s actual annual grant is determined as a multiplier of annual base salary based primarily on company and individual performance. Other factors considered include: position, level of responsibility, long-term performance, potential, and retention factors. The human resources and compensation committee also considers each NEO’s existing holdings and outstanding awards (including previously granted awards) prior to determining the annual grant. The value of the annual grant may be further reduced or increased based on the positioning of total direct compensation relative to the comparator group, considering relative individual and company performance and other factors. The resulting pay mix is then reviewed with adjustments made to the proposed short-term incentive and/or planned equity awards to better align cash and equity for each NEO to the target pay mix. The CEO and the human resources and compensation committee may exercise discretion to reflect extraordinary events, prevailing circumstances, and market conditions.

Once the total value of the grant has been determined, it is divided among the component elements of Kinross’ long-term incentive plans: for the 2023 performance year, Restricted Share Units (RSUs) and Restricted Performance Share Units (RPSUs). The RSU component may be further divided among cash-settled RSUs and equity-settled RSUs. Each year the human resources and compensation committee reviews the relative weighting of each component as compared to current competitive market practices and the objectives of the plan, and makes adjustments as needed.

Kinross believes that each element in our long-term incentive plan plays an important role:

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From 2008 to 2018, the committee increased the weighting on RPSUs for the senior leadership team five times, from 5% to 50%. RPSUs had made up 50% of the long-term incentives granted to the CEO since 2014 and to the other senior leadership team members since 2015. For the 2019 annual compensation awards, the committee removed options from the long-term incentive plan and further increased the weighting on RPSUs to 55% for the senior leadership team. We believe that by putting a greater emphasis on performance-based equity, we have created better alignment with shareholder interests, and this shift in the equity mix is in line with feedback we have received from shareholders. With the removal of options, the weighting on RSUs increased to 45% for the senior leadership team. For the senior leadership team, two-thirds of RSUs granted in 2024 (with respect to 2023) will be settled in equity when they vest, and the balance will be cash-settled. RPSUs granted in 2024 (and all prior years) are fully settled in equity and can vest at zero if performance does not meet the threshold. No changes were made to the equity mix for the compensation awards with respect to 2023. The weighting of the components of the annual equity award for the past five years for the SLT is as follows:

	Weightings
Component	2019	2020	2021	2022	2023
RPSUs	55%	55%	55%	55%	55%
RSUs	45%	45%	45%	45%	45%
Options	0%	0%	0%	0%	0%

LTI Plan: Company Performance Measures — RPSU Performance Measures

Setting the RPSU performance measures is an important cornerstone in achieving the objectives of the long-term incentive program. Every year the human resources and compensation committee reviews the RPSU measures and associated weightings to ensure they continue to be aligned with our strategy and key performance drivers for the coming three years. They also review current best practices and consider shareholder feedback before approving the measures for a new grant.

Based on the four “Principles for Building Value” in the Kinross Way Forward, our focus is to select incentive measures which are aligned to long-term TSR performance and thus with shareholder interests. The RPSU measures used for the grants which vested in, were included in or were with respect to 2023 (grants made in 2020 through 2024) and the rationale for each is as follows:

Measure	Weighting	Rationale
Relative TSR	50%	As a direct link to the interests of shareholders, we assess relative TSR performance over three calendar years. We compare Kinross’ performance to that of the companies in our performance peer group, made up solely of gold companies who face the same commodity cycle and are similar in size and complexity. While both our RPSU and short-term incentive plans include relative TSR, the TSR measure in the RPSU plan is a longer-term measure covering three full calendar years, while that included in the short-term incentive plan is a one-year measure.
Production	25%	We recognize that TSR represents shareholder value over time, but TSR alone has limited ability to incent behaviour as it is often affected by factors outside an executive’s control. In a volatile commodity business, cash flow is an important performance metric, but is largely driven by gold price (a factor outside management’s control). However, two key inputs to cash flow that lie within management’s control are production and all-in sustaining cost. Therefore 50% of the outcome on our RPSUs is determined based on these key operational metrics.
All-in Sustaining Cost	25%

From 2012 to 2019, the targets for production and cost were set on an annual basis and linked to our annual public guidance. Performance relative to target was assessed each year and a vesting percent determined for that year. The vesting percentages for the three years were then averaged to determine the total vesting percent for that measure. For a number of years, we reviewed and assessed possible alternative measures, and in response to shareholder feedback and to further align executive interests with Kinross’ long-term strategy, in 2020 we moved from setting annual targets for production and cost to setting three-year targets for these measures. We believe the shift to measuring longer-term performance in our RPSU plan thereby encourages longer-term thinking, while maintaining the focus on our two critical business drivers, and will reinforce sustainable performance and the creation of shareholder value over the long-term.

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2023 RPSU Performance Goals

The number of RPSUs that vest is based on company performance relative to the targets established for each measure. If the threshold level of performance is not achieved, no RPSUs will vest for that component. The threshold for the three-year cost and production targets is established at 50% vesting level. The RPSUs included in 2023 compensation and granted in February 2024 will vest in February 2027 based on the schedule below:

Performance over three-year vesting period	Percent of units that will vest
Performance over three-year vesting period	Maximum 150%1	Target 100%	Threshold 0%
Relative total shareholder return (RTSR) ranking Total Shareholder Return performance over the three calendar years ranked against the performance peer group, as follows: Alamos, Agnico-Eagle; AngloGold Ashanti; B2Gold; Barrick; Centerra; Eldorado, Endeavour; Gold Fields; IAMGOLD; New Gold; Newmont; Northern Star, SSR Mining; S&P/TSX Gold Index. Performance of each peer company is assessed on the applicable U.S. stock exchange. The TSR for each company (including Kinross) and the index will be calculated for the three-year period, and Kinross’ percentile within that group is determined. The human resources and compensation committee has discretion to adjust the RTSR measure in the event of a material change in the companies included in the peer group during the three-year time frame.	90th percentile and positive absolute TSR	Above median	Below 20th percentile
Production Target is to meet the three-year total production guidance for attributable gold equivalent ounces. Production results utilized for the RPSU calculation may vary from the figure publicly disclosed as part of Kinross’ annual reporting as a result of: adjustments to offset the impacts of positive or negative changes to material assumptions (i.e. gold to silver price ratio); and adjustments to reflect certain material operational and business changes that were unplanned at the time that the RPSU target was set. The HRCC can make other discretionary adjustments relating to extraordinary events.	+7% and still within target range on attributable all-in sustaining cost	Three-year total production guidance for attributable gold equivalent ounces2	−10%
All-in sustaining cost (AISC) per gold equivalent ounce sold Target is to meet the expected three-year weighted average attributable all-in sustaining cost per gold equivalent ounce sold established through Kinross’ strategic business planning process (SBP). Attributable all-in sustaining cost results utilized for the RPSU calculation may vary from the figure publicly disclosed as part of Kinross’ annual reporting as a result of: adjustments to offset the impacts of positive or negative changes to material assumptions (inflation, gold price, royalties, foreign exchange rates and oil price); and adjustments to reflect certain material operational and business changes that were unplanned at the time that the RPSU target was set. The HRCC can make other discretionary adjustments relating to extraordinary events.	−10%	Expected three-year weighted average AISC range as determined by the 2023 SBP3	+10%

Up to 200% based on the human resources and compensation committee discretion to recognize outstanding performance.

The three-year production target for the 2023 grant is aligned to Kinross’ three-year public guidance for 2024 to 2026.

The three-year all-in sustaining cost target for the 2023 grant is based on our strategic business plan and considers the risks and opportunities in our portfolio.

The human resources and compensation committee has discretion to adjust performance measures in the event of extraordinary circumstances and retains the right to modify the performance measures for future grants.

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RPSUs Vested in 2024

The RPSUs granted in 2021 with respect to 2020 (and included in 2020 compensation) vested in February 2024. The vesting level was well below target at 63%. To determine the vesting percent, we completed the following calculation:

Assessed performance and vesting percent for each performance measure:

Relative TSR, Production and All-in Sustaining Cost per gold equivalent ounce sold (for compensation purposes): As these are all three-year measures, performance is assessed once at the end of the three years. Actual performance is compared to our vesting schedule and the vesting percent is thus established for these metrics.

A weighted average of the vesting percent for each of the measures applicable to that grant determines the overall percent to vest. Performance relative to targets, along with the resulting multipliers and weighted average, are reviewed and approved by the human resources and compensation committee. The final weighted average percentage is then multiplied by the number of units granted to establish the number of RPSUs that will vest.

In line with that approach, the following outlines the calculation for the vesting of the RPSUs that vested in February 2024:

Measures	Weighting	Target	Years	Actual performance	Score
Relative total shareholder return	50%	Three-year TSR ranking vs. performance peers2 Threshold1: 9th rank Target1: 4th-5th rank Maximum1: 1st and positive absolute TSR	2021-2023	4th rank	100%
Production (attributable gold equivalent ounces) for RPSUs3	25%	Performance against expected 3-year production as established by the strategic business plan Threshold1: 9% below target Target1: 6.9M ounces Maximum1: 6% above target	2021-2023	6.19M ounces	0%
All-in sustaining cost per gold equivalent ounce sold (“AISC”) for compensation purposes4	25%	Performance against expected 3-year weighted average AISC3 as established by the strategic business plan Threshold1: 10% above target Target1: $1,025 Maximum1: 10% below target	2021-2023	$1,123	53.5%
Weighted average					63%

Performance below threshold results in 0% vesting on that component, target performance results in 100% vesting, and maximum is 150% vesting (or up to 200% based on HRCC discretion).

Adjusted for the removal of Newcrest and Yamana due to the acquisitions of these companies during the performance period.

Attributable gold equivalent ounce production for 2021 to 2023. Production (attributable gold equivalent ounces) for RPSUs is production disclosed in Kinross’ Management’s Discussion and Analysis, adjusted for variances relative to guidance in the ratio of gold to silver price, which is used to convert silver production to gold equivalent ounces, as shown below. No other adjustments have been made for purposes of determining the vesting of RPSUs in 2024. Figures in table may not add up due to rounding.

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Reconciliation	2023	2022	2021
Production (attributable gold equivalent ounces)5	2,153,020	1,957,237	2,067,549
Adjustment for compensation purposes:
Ratio of gold to silver price	10,824	5,907	(2,834)
Production (attrib. gold equivalent ounces) for RPSUs	2,163,844	1,963,144	2,064,716

Three-year weighted average attributable all-in sustaining cost per equivalent ounce sold for the period 2021 to 2023. Attributable all-in sustaining cost per equivalent ounce sold is a non-GAAP ratio and may not be comparable to similar measures used by other issuers. Management uses this measure internally and believes that it provides a better understanding of the cost of sustaining gold production. For further details, including quantitative reconciliation, see Section 11 — Supplemental Information of Kinross’ Management’s Discussion and Analysis for the year ended December 31, 2023, which section is incorporated by reference herein and as filed on the company’s website at www.kinross.com, on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov. Attributable all-in sustaining cost per equivalent ounce sold for compensation purposes is attributable all-in sustaining cost per equivalent ounce sold, as disclosed in Kinross’ Management’s Discussion and Analysis adjusted for variances relative to forecasted material assumptions (gold price, oil price, inflation and foreign exchange), as shown below. No other adjustments have been made for purposes of determining the vesting of RPSUs in 2024. Figures in table may not add up due to rounding.

Reconciliation	2023 (US$)	2022 (US$)	2021 (US$)
Attributable AISC disclosed in MD&A5	$1,316	$1,271	$1,138
Adjustments for compensation purposes:
Gold price	$(17)	$(15)	$(15)
Oil price	$(9)	$(20)	$(5)
Inflation6	$(172)	$(138)	$(26)
Foreign exchange	$46	$4	$9
AISC for compensation purposes (for RPSUs)	$1,164	$1,102	$1,101

On June 15, 2022, the company announced that it had completed the sale of its Russian operations, which included the Kupol and Dvoinoye mines and the Udinsk project. On August 10, 2022, the company announced that it had completed the sale of its Chirano mine in Ghana. Production and AISC results for the year ended December 31, 2022 are from continuing operations and exclude results from the company’s Chirano and Russian operations due to the classification of these operations as discontinued as at December 31, 2022. Production and AISC results for the year ended December 31, 2021 are from total operations and include attributable results from the company’s Chirano and Russian operations as reported in the MD&A for the year-ended December 31, 2021. Targets for this grant were therefore adjusted to exclude the 2022 and 2023 planned production and AISC from Chirano and Russian operations that had been included when the targets were determined.

Represents incremental unbudgeted inflation effects realized, and their compounding impacts, against underlying planned cost estimates forecasted in 2021 dollars only.

To date, 13 grants of RPSUs have vested from 2012 to 2024, with vesting levels ranging from 37% to 118% and only three grants vesting above target.

Compensation year	Year vested		Vesting %
2008		2012		37%
2009		2013		45%
2010		2014		58%
2011		2015		70%
2012		2016		67%
2013		2017		82%
2014		2018		118%
2015		2019		113%
2016		2020		115%
2017		2021		98%
2018		2022		88%
2019		2023		41%
2020		2024		63%

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The relative total shareholder return (RTSR) measure has been the most significant factor influencing that vesting level. All of our performance measures will vest at zero if the performance does not meet the threshold.

•

2012 to 2017: For RPSUs that vested from 2012 through 2016, the company did not meet the threshold on the RTSR measure and the RTSR portion vested at zero. The RTSR portion vested at 50% for the RPSUs that vested in 2017.

•

2018 to 2022: Our three-year TSR relative to our performance peer group significantly improved, contributing to the higher vesting levels seen in those years.

•

2023 to 2024: At the end of 2022, our three-year TSR underperformed and as a result, the RTSR portion vested at 50% for RPSUs that vested in 2023. In addition, our operational challenges in 2021 and 2022, resulted in the production metric vesting at 65% and the cost metric vesting at zero for those RPSUs. In 2023, while our relative TSR improved, leading to an improved score on that metric for the RPSUs that vested in 2024, our challenges in 2021 and 2022 continued to impact the vesting of the production and cost metrics, resulting in zero for production and 53.5% for cost. The vesting of these RPSUs demonstrate the strong alignment of executive pay with long term company performance and shareholder returns. The low vesting factors of 41% in 2023 and 63% in 2024 as well as the share price performance between grant and vest, resulted in significantly lower realized equity values than the values granted.

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2023 TOTAL DIRECT COMPENSATION

In determining compensation for the senior leadership team, the human resources and compensation committee considers a number of factors including company performance, individual performance, compensation relative to prior years, the company’s target of median position relative to external benchmarks, individual roles and responsibilities, internal equity, and other factors.

For 2023, compensation decisions considered the year’s strong operational and financial performance, excellent shareholder returns, performance and compensation relative to prior years, as well as shareholder feedback. Compensation was calculated as outlined below:

Base Salary: As outlined in “Base Salary” on page 82, there were no base salary increases in 2023 for the CEO and continuing SLT members.

Short-term Incentive (STI): Short-term incentives were calculated as per the formula using the company performance multiplier of 115% based on the performance scores outlined in “2023 Company Performance: SLT measures” starting on page 87, and the individual performance multipliers outlined under “2023 Individual Performance: Named Executive Officers” on page 93. In the case of Mr. Gold, a further adjustment was made to shift some STI to LTI to better align to our target pay mix of at least 50% equity. As a direct result of the significant improvement in company performance over 2021 and 2022, when company performance scores were 70%, short-term incentives for the CEO and SLT increased. For further information on the final short-term incentive payments, see “2023 Short-Term Incentive” on page 99.

Long-term Incentive (LTI): Long-term incentives, in the form of equity, make up at least 50% of the total direct compensation awarded to senior leadership team members. The committee recognizes the importance of equity in aligning the interests of executives with those of shareholders, as an important incentive for future performance, and for retention. We believe this is particularly important in the mining industry, where decisions executives make in one year can affect the company and shareholder returns for a number of subsequent years. In determining the long-term incentive awards for the SLT, year-over-year increases in total compensation as well as the position of compensation relative to the market were considered. Considering the impact of the improved company performance on STI and compensation, the CEO’s long-term incentive award for 2023 was kept largely flat over 2022. Aggregate NEO long-term incentives are also flat, ensuring that the increase in compensation was moderate.

Total Direct Compensation: The total direct compensation package provided was intended to reflect strong performance in 2023, primarily driven by the STI company performance multiplier. Despite the strong performance, 2023 CEO total direct compensation remained largely flat over 2020.

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Total NEO compensation remained largely in line with 2020 and well below 2013 levels, Paul Rollinson’s first full year as CEO.

Pay Mix: 82% of the CEO’s total direct compensation is at-risk (STI plus equity) and tied to company performance, with 51% in equity (LTI). At-risk pay for the other NEO’s ranges from 75% to 81% with at least 50% in equity. The equity mix includes 55% restricted performance share units (RPSUs) and 45% restricted share units (RSUs).

Named Executive Officer	Title	Total Direct Compensation (US$)			Pay Mix
Named Executive Officer	Title	Total Direct Compensation (US$)			At-Risk Pay		Equity
J. Paul Rollinson	President & Chief Executive Officer1		$	6,699,568		82%		51%
Andrea S. Freeborough	EVP & Chief Financial Officer		$	1,855,493		75%		50%
Geoffrey P. Gold	EVP, Corporate Development, External Relations & Chief Legal Officer1		$	3,142,277		80%		50%
Claude J.S. Schimper	EVP & Chief Operating Officer		$	1,931,458		77%		52%
William D. Dunford	SVP, Technical Services		$	1,056,537		81%		56%

Effective March 6, 2024, Mr. Rollinson’s title is Chief Executive Officer and Mr. Gold’s title is President.

CEO Pay Mix

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BENEFIT AND RETIREMENT PLANS

Employee Benefits and Perquisites

Benefits and Perquisites

Kinross provides a competitive benefits program to all its Canadian employees, including members of the senior leadership team, which includes: medical and dental insurance for employees and their dependents, life and accidental death & dismemberment insurance, critical illness insurance, business travel accident insurance, and income protection in case of disability.

Members of the senior leadership team receive higher levels of insurance benefits (including life, accidental death & dismemberment, critical illness, and business travel accident), home security services (tax paid by the company), and participate in the benefit reimbursement plan, which provides for reimbursement of certain eligible expenses up to an annual maximum based on executive level, and is taxable to the executive. In addition, a parking allowance is provided to Mr. Gold and a car allowance to Mr. Rollinson. Where an executive is relocated on hire or promotion, he or she may also receive benefits which are greater than those generally available to other employees. The company covers the taxes associated with relocation benefits provided to employees at all levels.

The benefits and perquisites offered to the senior leadership team are comparable to those offered by companies in the comparator group, are taxable to the executive where required under applicable tax laws (subject to tax gross-ups in certain circumstances), and cease being provided to the executive upon termination, retirement, or death (see “Incremental payments on termination, retirement and death” on page 129 for further details).

In order to attract and retain global talent, including senior executives, in all of our locations worldwide, Kinross provides a benefits program which is competitive in the local market, or in the case of expatriate employees, is comparable to that offered by other companies to their expatriates. The expatriate benefits program includes medical and dental insurance for employees and their dependents, life and accidental death & dismemberment insurance, business travel accident insurance, and income protection in case of disability. In addition, Kinross provides premiums, allowances and tax benefits to employees on global assignments in accordance with the company’s Global Assignment Policy. Compensation for certain expatriate employees is determined on a ‘net’ basis to provide a net package which is competitive in a range of countries from which we source candidates, and where there are varying tax and social security costs. The company then pays the mandatory tax and/or social security obligations in the home and host countries. Mr. Schimper and Mr. Dunford were on expatriate packages until September 30, 2021 and November 30, 2023, respectively, and received the following additional benefits during that time period: foreign service and assignment premiums, travel benefits, bank fees, and tax benefits. These benefits are reported in the “All Other Compensation” column of the “Summary Compensation Table” on page 115.

Employee Share Purchase Plan

Under Kinross’ Employee Share Purchase Plan (ESPP), employees, including NEOs who elect to participate, may contribute up to 10% of their annual base salary to the plan, with Kinross matching up to 50% of the employee contributions. At the end of each quarter, common shares are purchased or issued to the employee with a value equal to the total of the employee and company contributions.

Retirement Plans

As part of its competitive total compensation package to attract and retain executives, and to assist executives in planning for retirement, Kinross provides an Executive Retirement Allowance Plan (ERAP) for the senior leadership team (SLT). The benefits available to the SLT under this plan are comparable to those offered by companies in the comparator group. Each member of the SLT participated in this plan in 2023; participants who are in this plan are not eligible to participate concurrently under any other Kinross-sponsored retirement plan. Mr. Dunford became eligible and began participating in the plan on December 1, 2023.

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Executive Retirement Allowance Plan

The following sets out the terms of the Executive Retirement Allowance Plan:

	Company contributions			The company makes notional contributions of 15% of base salary and short-term incentive target bonus, accrued quarterly, beginning on the executive’s membership date, and continuing throughout the executive’s employment, including during any severance period following a change of control. Following 60 months of continuous service as a member of the ERAP, the executive receives an additional 3% notional contribution of base salary and short-term incentive target bonus accrued quarterly. As security for all non-U.S. taxpayer members of the ERAP, the company pays for the cost of an annual letter of credit, which together with refundable tax is sufficient to cover the total accrued benefits of such non-U.S. taxpayer members under the plan.
	Membership and Eligibility			Membership is determined by eligibility for the plan which is based on the nomination of one or more executives by the company. The eligible individual is required to take certain actions to complete membership.
	Employee contributions			None — the company covers all contributions and costs.
	Interest			Interest is calculated and compounded on the allocations to the ERAP using a rate equal to the average annual yield for Government of Canada bonds on the last business day of the prior quarter.
	Vesting			For executives who were members prior to May 1, 2015, benefits accrued in a month vest at the end of that month except for the additional 3% contribution which vests at a rate of 50% per month. For new executives who become members after May 1, 2015, all benefits vest at a rate of 50% at the end of each month. When a member has 96 or more months of continuous service, benefits will vest at 100% at the end of the month in which they are accrued.
	Benefit on termination			The accrued allocation and accumulated interest are paid out to the executive following the termination of his or her employment, including any eligible severance period. An executive, who is not a U.S. taxpayer, may elect (prior to termination) to receive this amount as either a lump sum payable in one or two installments, or in consecutive monthly payments over a period of up to 18 months following his or her termination date. Interest continues to be added to the outstanding balance during any such payment period.
	Benefit on death (before termination or retirement)			The accrued allocation and accumulated interest are paid out as a lump sum to the named beneficiary of the executive, or to the estate.

Other Retirement Plans

Kinross provides Canadian executives below the senior leadership team with a retirement plan to assist in saving for retirement. Company contributions equal 13% of base salary and short-term incentive target bonus. Following 60 months of continuous service at the Vice-President level, the executive receives an additional 2% of base salary and short-term incentive target bonus.

Kinross provides benefit packages which are competitive in the local markets in which we operate, and which often include retirement or other savings plans. As former expatriate employees, Mr. Schimper participated in the international long term savings account until September 30, 2021 and Mr. Dunford participated in the international long term savings account until November 30, 2023. Employees participating in this plan receive additional compensation (contributions) equal to 6% of salary directed into the Savings Account. In addition, if a participating employee chooses to make optional contributions, matching amounts up to an additional 4% of salary are directed into the Savings Account.

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The following is a table showing the accumulated value under all applicable retirement plans in which the NEOs participated during 2023 (sum of elements may vary slightly due to rounding)1:

Name	Accumulated value at start of year		Compensatory		Non-compensatory		Accumulated value at year end
	(US$)		(US$)		(US$)		(US$)
J. Paul Rollinson		6,101,347		534,185		212,178		6,847,710
Andrea S. Freeborough		860,649		130,370		63,023		1,054,042
Geoffrey P. Gold		4,001,397		285,806		138,133		4,425,336
Claude J.S. Schimper		663,142		129,293		-500,8482		291,587
William D. Dunford		101,762		34,561		24,505		160,827

Retirement allowance values are in Canadian dollars and were converted to U.S. dollars for purposes of this table using the exchange rate of C$1.00 = US$0.7561, with the exception of a portion of Mr. Schimper’s and Mr. Dunford’s values which are in U.S. dollars.

In December 2023, Mr. Schimper initiated a permitted withdrawal from his international long term savings account (ITLSA), the expatriate savings plan he participated in before he was appointed to the Senior Leadership Team in 2021. The value of this withdrawal was US$590,453, which was the full value of his accounts to which the company had contributed. This value has been subtracted from his total non-compensatory amount for 2023 and Mr. Schimper’s employer-sponsored ILTSA account was closed in 2023.

Share Performance and NEO Compensation

The following performance graph shows the cumulative total shareholder return over the five-year period ended December 31, 2023 for common shares (assuming reinvestment of dividends) compared to the S&P/TSX Composite Index and the S&P/TSX Global Gold Index (gold index). The graph and the table below show what a C$100 investment made in Kinross common shares, the S&P/TSX Composite Index or S&P/TSX Global Gold Index at the end of 2018 would be worth every year and at the end of the five-year period following the initial investment.

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For the five-year period ended December 31, 2023, Kinross has seen a total shareholder return of 97.58%.

From 2018 to 2023, NEO compensation was determined primarily based on company operational performance, which includes the items within the control of management. Aggregate compensation for all NEOs was also affected by changes in senior leadership personnel. Total shareholder returns reflect many factors which are outside the control of management (such as commodity prices, geopolitical risk, and broader market factors), as well as company performance and management decisions. The human resources and compensation committee strives to balance operational performance, financial results, and market outcomes (such as total shareholder returns) when determining senior leadership team compensation. In addition, the committee may also exercise discretion to reflect extraordinary events, prevailing circumstances, and market conditions.

The following are some of the ways in which compensation was aligned to total shareholder returns during this period:

•

2019 — Following a strong year operationally and solid returns to shareholders, compensation for the CEO increased 6% (in C$) compared to 2018, although still below 2013 and 2017 total compensation. Aggregate NEO compensation (for five NEOs, excluding the former CFO) increased by 3% (in C$) relative to 2018, but remained lower than in many prior years. The compensation for the senior leadership team, which had been reduced to just four members, was down 17% (in C$) compared to 2018.

•

2020 — Shareholder returns increased again with total shareholder returns of 56% and significantly outperformed the gold index and most peers. Despite the impacts of the pandemic, Kinross had an outstanding operational year and created future value through bolt-on and synergistic acquisitions and project advancement. As a result, CEO and NEO total compensation increased by 10% (in C$).

•

2021 — Shareholder returns were negative in 2021 and underperformed the gold index. In addition, safety and operational challenges significantly impacted company results. Therefore, total compensation for the CEO decreased 10% over 2020 (in C$). Aggregate total compensation for the four SLT members (excluding Claude Schimper who joined the SLT in late 2021) decreased 9% (in C$). This decrease was offset by Claude Schimper’s compensation increase, in part due to his promotion to the SLT, resulting in a smaller decrease in aggregate total compensation for the five NEOs over 2020.

•

2022 — Shareholder returns were low in 2022 and underperformed the gold index. Company performance was impacted by several unprecedented macro factors as well as unforeseen operational challenges. However significant actions were taken to address and mitigate these challenges, and advancements were made in several key areas that lay the foundations for a successful future. Aggregate NEO total compensation decreased over 2021.

•

2023 — Shareholder returns were positive in 2023 and outperformed the gold index. Following a strong year operationally and solid returns to shareholders, compensation for the CEO and NEOs increased over 2022.

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As the summary and graphs above show, the human resources and compensation committee has reduced executive compensation, as and when appropriate, to recognize operational and share price performance and their impact on shareholders. However, the committee believes that the strongest alignment between total shareholder returns and executive compensation is seen in the value of equity realized by executives over time. When the share price has fallen, not only has the compensation awarded decreased, but executives have experienced a significant loss in the value of their equity holdings, and have actually been able to realize only a fraction of the values reported in the “Summary Compensation Table” at time of grant. On the other hand, when the share price increases, executives also benefit, thus incenting them to deliver value for shareholders.

The following chart compares the values realized by the CEO to those realized by shareholders over the past six years. During this period, we have seen a bell-curve effect of steady appreciation and depreciation of share price value, which can partly be attributed to the change in gold prices. As a result, the values realized or realizable by the CEO during this period are greater than the compensation that was awarded in the earlier part of the period and lower than compensation awarded over the last few years, as reported in the “Summary Compensation Table”. Overall, there is strong alignment between the values realized by shareholders and those realized or realizable by the CEO, as is shown in the last two columns of this table. On average, over this period, the value of C$100 invested by shareholders at the start of each of the periods shown has returned C$131, while each C$100 awarded to the CEO has only increased to a current value of C$112.

Year1	Value as of December 31, 2023 (C$ millions)								Value of C$100
Year1	Total direct compensation awarded (C$ millions)2		A Realized pay3		B Realizable pay4		A+B=C Current value		Period	To CEO ($)5		To shareholders ($)6
2018		7.5		8.5		1.6		10.0	12/31/2017-12/31/2023		135		148
2019		8.0		6.2		0.0		6.2	12/31/2018-12/31/2023		77		182
2020		8.8		5.4		3.0		8.5	12/31/2019-12/31/2023		96		130
2021		7.8		3.8		4.8		8.6	12/31/2020-12/31/2023		111		86
2022		7.8		3.3		7.6		10.9	12/31/2021-12/31/2023		140		109
									Average		112		131

Figures in table may not add up due to rounding

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The year shown is the year for which the compensation was granted and included in the “Summary compensation table”. 2022 compensation includes short-term incentives and long-term incentives, which were awarded in February 2023 with regard to 2022 and included in 2022 compensation.

Total direct compensation awarded is the total direct compensation (salary, short-term incentive, and long-term incentive) as reported in the “Summary compensation table” for that compensation year, including the fair market value of equity at time of grant.

Realized pay is the sum of the salary, short-term incentive, and RSUs/RPSUs granted for that year which vested during the period, based on the share price at date of vest (taxable compensation value), plus the value of options granted for that year which were exercised during the period (market value at point of exercise less the exercise price paid).

Realizable pay is the theoretical remaining value for unvested/unexercised equity (as of December 31, 2023) based on the December 29, 2023 share price. It is calculated as the total of all RSUs and RPSUs (at target) granted for that year which have not yet vested, valued using the share price at December 29, 2023, plus the value of options granted for that year which have not yet been exercised (market value at December 31, 2023 less the exercise price).

Value of C$100 to CEO represents the actual value to the CEO for each C$100 awarded in total direct compensation for the year indicated, as of December 31, 2023. It is calculated as current value divided by the total direct compensation awarded.

Value of C$100 to shareholders represents the value of a C$100 investment in Kinross common shares made on the first day of the period indicated.

The following table shows total compensation as a percentage of operating earnings and total equity.

	Total compensation for NEOs (US$)		Total compensation for NEOs as a % of operating earnings1, 2		Total compensation for NEOs as a % of total equity2
20233		17,218,337		2.05%		0.28%
20224		15,650,429		3.35%		0.27%
Change (2022 to 2023)		1,567,908		−1.30%		0.01%

Figures may not add up due to rounding

For the purposes of this table, total compensation is shown as a percentage of operating earnings before impairment charges (reversals), with the adjustments as follows:

	2023 (US$ millions)		2022 (US$ millions)
Operating earnings		801.4		117.7
Add back: impairment charges (reversals)		38.9		350.0
Operating earnings before impairment charges (reversals)		840.3		467.7

Determined by dividing total compensation for NEOs by the operating earnings before impairment charges (reversals) or total equity as appropriate.

2023 compensation paid in Canadian dollars was converted to U.S. dollars for purposes of this table using the exchange rate of C$1.00 = US$0.7561.

Reflects compensation for NEOs as reported in the 2023 Management Information Circular.

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KEY SUMMARY TABLES

Summary Compensation Table1

The following table provides information for the year ended December 31, 2023 regarding the annual compensation paid to or earned by the company’s Chief Executive Officer, the Chief Financial Officer, and the three other most highly compensated executive officers whose total compensation exceeded $150,000 for the year 2023 (the named executive officers, or NEOs).

Compensation for the NEOs is paid in Canadian dollars, except in the case of Mr. Schimper who was paid in U.S. dollars prior to his promotion to the senior leadership team, effective October 1, 2021, and Mr. Dunford who was paid in U.S. dollars prior to this transfer to Kinross Gold Corporation, effective December 1, 2023, and reported in the table and associated footnotes in U.S. dollars (except as otherwise noted). Compensation may vary year-over-year based on the change in currency exchange rates. Figures in table may not add up due to rounding.

Name and Principal Position									Non-equity incentive
	Year		Salary		Share-based Awards2, 4		Option-based Awards3, 4		Annual Incentive Plans5		Long-term Incentive Plans		Pension Value6		All Other Compensation7		Total Compensation
			(US$)		(US$)		(US$)		(US$)		(US$)		(US$)		(US$)		(US$)
J. Paul Rollinson President and CEO		2023		1,187,077		3,442,524		0		2,069,966		n/a		534,185		312,030		7,545,783
		2022		1,159,131		3,315,115		0		1,251,861		n/a		521,609		296,929		6,544,645
		2021		1,238,417		3,541,871		0		1,337,490		n/a		557,287		317,412		6,992,477
Andrea S. Freeborough Executive Vice-President & Chief Financial Officer		2023		457,441		919,456		0		478,597		n/a		130,370		63,539		2,049,402
		2022		446,671		866,543		0		345,724		n/a		127,301		61,836		1,848,075
		2021		453,560		925,815		0		300,651		n/a		121,743		64,872		1,866,642
Geoffrey P. Gold Executive Vice-President, Corporate Development, External Relations & Chief Legal Officer		2023		635,124		1,556,659		0		950,494		n/a		285,806		128,015		3,556,098
		2022		620,172		1,426,396		0		764,052		n/a		279,077		132,463		3,222,160
		2021		662,592		1,484,207		0		753,235		n/a		298,167		109,127		3,307,327
Claude J.S. Schimper Executive Vice-President & Chief Operating Officer		2023		453,660		998,052		0		479,746		n/a		129,293		156,583		2,217,334
		2022		421,588		885,960		0		398,239		n/a		120,113		859,348		2,685,248
		2021		314,435		883,456		0		426,343		n/a		63,541		1,735,285		3,423,060
William D. Dunford Senior Vice-President & Chief Technical Officer		2023		202,786		595,429		0		258,322		n/a		34,561		758,622		1,849,720
		2022		184,748		307,973		0		76,901		n/a		26,349		935,620		1,531,590
		2021		174,325		116,083		0		75,973		n/a		24,659		518,357		909,397

Compensation is paid in Canadian dollars and was converted to U.S. dollars for purposes of this table, except in the case of Mr. Schimper who was paid in U.S. dollars from January 1, 2021 until September 30, 2021 and Mr. Dunford who was paid in U.S. dollars from January 1, 2021 until November 30, 2023, using the following U.S. dollar exchange rates for C$1.00: 2023 — 0.7561; 2022 — 0.7383; 2021 — 0.7888.

Amounts shown represent restricted share units (RSUs) and restricted performance share units (RPSUs) granted in February of the year following the year shown as part of the annual compensation package of each NEO, valued at the date of the grant, plus any one-time awards granted during the year. There were no one-time grants awarded in 2023. One-time grant values included in 2022 compensation are: for Mr. Dunford a retention grant of C$225,000 RSUs. One-time grant values included in 2021 compensation are: for Mr. Schimper a C$375,000 performance-based grant in equity-settled RPSUs, to recognize the critical new role he took on in 2021 as EVP, Russia and West Africa, and to incent and recognize achievement of key short- and long-term safety and operational objectives at Tasiast. These RPSUs will vest in thirds on the later of the achievement of each objective, and the first, second and third anniversary of the grant. The grant date fair value in the “Summary compensation table” for RSUs granted in 2024 (for the 2023 performance year), 2023 (for the 2022 performance year), and in 2022 (for the 2021 performance year), has been estimated using the company’s volume weighted average TSX share price for the five trading days immediately preceding the date of grant to determine the grant date fair value, in order to reduce the impact of any short-term volatility in the share price. The accounting fair value is based on the market price of the common shares on the TSX at the market close on the last trading day immediately preceding the date of the grant.

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In accordance with International Financial Reporting Standards (IFRS), the accounting fair value is expensed over the vesting period based on the number of RSUs and RPSUs estimated to vest. The grant date fair values and accounting fair values are shown in the table below:

Year	Grant Date	Grant Date Fair Value (C$)		Accounting Fair Value (C$)
2023	February 26, 2024		6.79		6.73
2022	February 27, 2023		5.04		4.92
2021	February 28, 2022		7.04		7.03

For RPSU awards granted, in accordance with IFRS and the requirement to fair value the RPSUs, the market and non-market-based performance condition components of the RPSUs are separately fair valued to determine the fair value of the RPSUs as a whole. For the market-based condition (i.e. relative total shareholder returns), Kinross has utilized a Monte Carlo model because it is considered to be the most appropriate method available to fair value such share-based payment awards with market-based conditions. The non-market-based performance condition components are valued in the same manner as the RSUs. Underlying assumptions used in fair valuing the RPSUs and included in NEO compensation are as follows:

Assumption	February 26, 2024		February 27, 2023		February 28, 2022		February 22, 2021
Share price (C$)		6.79		5.04		7.04		8.79
Kinross beta versus the peer group		1.049		1.109		1.137		1.076
Average peer group volatility		99.70%		51.80%		47.50%		49.00%
Kinross volatility		42.10%		53.90%		52.40%		50.50%
Risk-free interest rate		4.45%		4.52%		1.76%		0.22%
Dividend yield		2.41%		3.31%		2.17%		1.83%
Fair value of RPSU (C$/RPSU)		6.65		4.69		6.53		8.36

Grants made in February 2021 with respect to performance in 2020 which are not included in the “Summary compensation table” were valued as follows:

Mr. Rollinson $3,575,925, Ms. Freeborough $931,877, Mr. Gold $1,583,837, and Mr. Schimper $272,158. For more details on these plans, including the treatment for the RSUs of any dividends payable on common shares, see the information under “Restricted Share Units” on page 121, and “Restricted Performance Share Units” on page 121.

No options were granted in February 2024 (as part of 2023 compensation), February 2023 (as part of 2022 compensation), and in February 2022 (as part of 2021 compensation). For more information on the equity mix, see “Long-term incentive plan” on page 101. See the information under “Share Option Plan” on page 124 for more details regarding this plan.

The following shows the breakdown in value between RSUs and RPSUs included in compensation each year, and the numbers of units granted for RSUs, RPSUs, and options. For RPSUs granted as part of the annual long-term incentive award (granted in February of each year), the number that vest can range from 0% to 150% of units granted based on company performance (or up to 200% based on HRCC discretion). For 2023, RSUs made up 45% of each NEO’s annual long-term incentive award (where one-third were cash-settled and two-thirds were equity-settled). The one-time performance-based grant made to Mr. Schimper on November 19, 2021 was 100% RPSUs. For this grant, the number of RPSUs that vest is based on the achievement of safety and operational objectives at Tasiast, and can range from 0% if objectives are not met to 100% of units granted if all objectives are met.

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Executive				Share-based awards								Number of units awarded
	Year included in compensation		Grant date	RSUs		RPSUs		Total		Option-based awards		RSUs		RPSUs (at target)		Options
	Year included in compensation		Grant date	(US$)		(US$)		(US$)		(US$)		(#)		(#)		(#)
J. Paul Rollinson		2023	February 26, 2024		1,549,136		1,893,388		3,442,524		0		301,746		376,734		0
		2022	February 27, 2023		1,491,802		1,823,313		3,315,115		0		400,911		527,019		0
		2021	February 28, 2022		1,593,842		1,948,029		3,541,871		0		287,016		378,195		0
Andrea S. Freeborough		2023	February 26, 2024		413,755		505,701		919,456		0		80,593		100,621		0
		2022	February 27, 2023		389,944		476,598		866,543		0		104,796		137,759		0
		2021	February 28, 2022		416,617		509,198		925,815		0		75,024		98,857		0
Geoffrey P. Gold		2023	February 26, 2024		700,497		856,163		1,556,659		0		136,446		170,354		0
		2022	February 27, 2023		641,878		784,518		1,426,396		0		172,500		226,761		0
		2021	February 28, 2022		667,893		816,314		1,484,207		0		120,273		158,481		0
Claude S.J. Schimper		2023	February 26, 2024		449,124		548,929		998,052		0		87,483		109,223		0
		2022	February 27, 2023		398,682		487,278		885,960		0		107,143		140,846		0
		2021	February 28, 2022		264,445		323,211		587,656		0		47,622		62,749		0
		2021	November 19, 2021		0		295,800		295,800		0		0		43,154		0
William D. Dunford		2023	February 26, 2024		267,943		327,486		595,429		0		52,191		65,161		0
		2022	February 27, 2023		78,020		63,835		141,855		0		20,968		18,452		0
		2022	November 18, 2022		166,117		0		166,117		0		40,323		0		0
		2021	February 28, 2022		63,846		52,237		116,083		0		11,498		10,142		0

Figures in table may not add up due to rounding

Amounts shown reflect short-term incentive awards made to each NEO to recognize their accomplishments in the year, plus any one-time cash bonuses. The 2022 figure for Mr. Schimper includes a one-time performance-based cash award in the amount of C$75,000, awarded in 2021 and paid in 2022, upon achievement of specific safety and operational objectives at Tasiast. The 2021 figure for Mr. Schimper includes a one-time cash award in the amount of C$75,000 in recognition of the critical new role he took on in 2021 as EVP, Russia and West Africa, and a one-time performance-based cash award in the amount of C$75,000, paid upon achievement of specific safety and operational objectives at Tasiast. Additional details regarding company and individual performance measures and results which were considered in determining their 2023 short-term incentive awards are provided on pages 87 to 99 of this circular. The short-term incentive plan is described starting on page 83.

This column includes compensatory contributions made to each SLT member’s executive retirement allowance plan. For Mr. Schimper, a portion of the 2021 values reflect the additional compensation (contributions) made to the international long term savings account (a non-SLT plan). For Mr. Dunford, the 2021, 2022, and a portion of the 2023 values reflects additional compensation (contributions) made to the international long term savings account. Further details regarding the executive retirement allowance plan, Canadian retirement plan, and international long term savings account can be found on pages 109 to 111.

This column includes incremental costs to the company for perquisites provided to the SLT members, where applicable, including reimbursements made under the benefit reimbursement plan; a parking allowance for Mr. Gold; a car allowance for Mr. Rollinson; insurance premiums associated with additional life, accidental death & dismemberment, long-term disability, critical illness, and business travel; and home security services (including the cost of related taxes for each SLT member), housing benefits for Mr. Schimper and Mr. Dunford and administrative fees related to Mr. Schimper’s international long term savings account (including the cost of related taxes). Further details relating to benefits and perquisites can be found beginning on page 109. In addition to perquisites, the figures in this column include the value of the company match for the employee share purchase plan, as outlined on page 109 as well as, for Mr. Schimper and Mr. Dunford, expatriate benefits for their pre-SLT roles, including an assignment premium, a foreign service premium, bank fees, and taxes paid by the company, as outlined on page 109 (provided to Mr. Schimper until September 30, 2021 and to Mr. Dunford until November 30, 2023). In 2023, perquisites which represented more than 25% of the total perquisite value for each NEO were as follows, rounded to the nearest whole percent and dollar, respectively:

Name	Type of perquisite	Value (US$)		% of total perquisites
J. Paul Rollinson	Additional disability coverage		88,106		35%
J. Paul Rollinson	Additional life insurance and AD&D coverage		62,859		25%
Andrea S. Freeborough	Benefit reimbursement plan		45,366		71%
Geoffrey P. Gold	Benefit reimbursement plan		45,366		40%
Claude J.S. Schimper	Benefit reimbursement plan		45,366		38%
Claude J.S. Schimper	Housing benefit		38,727		32%
William D. Dunford	Benefit reimbursement plan		45,366		51%
William D. Dunford	Housing benefit		43,769		49%

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Directors

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Compensation

Governance

Appendices

Outstanding share-based awards and option-based awards

The following table provides details regarding the outstanding restricted share units (including restricted performance share units) and options granted to the NEOs as of December 31, 2023:

Name	Grant date	Option-based awards							Share-based awards — As of December 31, 2023
		Number of securities underlying unexercised options		Option exercise price1		Option expiration date2	Value of unexercised in-the- money options3		Number of shares or units of shares that have not vested 4		Market or payout value of share-based awards that have not vested1,5		Market or payout value of vested share-based awards not paid out or distributed
		(#)		(US$)		Option expiration date2	(US$)		(#)		(US$)		(US$)
J. Paul Rollinson	February 18, 2019		453,050		3.47	February 18, 2026		1,174,951		1,810,763		10,980,326		0
Andrea S. Freeborough	February 19, 2018		19,037		3.74	February 19, 2025		44,189		473,114		2,868,930		0
Andrea S. Freeborough	February 18, 2019		21,500		3.47	February 18, 2026		55,759		473,114		2,868,930		0
Geoffrey P. Gold	February 19, 2018		653		3.74	February 19, 2025		1,516		775,648		4,703,472		0
Claude J.S. Schimper	—		—		—	—		—		390,247		2,366,425		0
William D. Dunford	—		—		—	—		—		86,930		527,139		0

Option exercise prices and the values of share-based awards are in Canadian dollars and were converted to U.S. dollars for purposes of this table using the exchange rate of C$1.00 = US$0.7561.

Options expire after seven years.

Based on the common share price on the TSX on December 29, 2023 of C$8.02, less the option exercise price.

Share-based awards that have not vested include all outstanding RSUs and RPSUs as of December 31, 2023. The calculation for outstanding RPSUs granted on February 22, 2021 (for the 2020 compensation year) uses 63% (actual vesting percentage) for the vesting of all units, and the calculation for outstanding RPSUs granted on February 28, 2022 and February 27, 2023 assumes the vesting of all units at target (100%).

Based on the common share price on the TSX on December 29, 2023 of C$8.02.

Incentive plan awards — value vested or earned during the year

The following provides details on the value of awards vested or earned during the year ended December 31, 2023:

Name	Option-based awards — Value vested during the year		Share-based awards1, 2 — Value vested during the year		Non-equity incentive plan compensation2 — Value earned during the year
Name	(US$)		(US$)		(US$)
J. Paul Rollinson		0		1,548,902		2,069,966
Andrea S. Freeborough		0		395,420		478,597
Geoffrey P. Gold		0		645,418		950,494
Claude J.S. Schimper		0		247,694		479,746
William D. Dunford		0		147,676		258,322

Based on the common share price on the TSX on the vesting date.

Value is in Canadian dollars and was converted to U.S. dollars for purpose of this table using the exchange rate of C$1.00 = US$0.7561.

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Summary

Voting

Business of
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Directors

Executive
Compensation

Governance

Appendices

The following table provides information relating to amounts received upon the exercise of options during the year ended December 31, 2023:

Name	Number of options exercised and sold		Grant price1		Share price on exercise date1		Value realized1
Name	Number of options exercised and sold		(US$)		(US$)		(US$)
J. Paul Rollinson		404,268		3.83		5.33		608,278
		444,185		3.74		6.05		1,024,338
		404,577		3.15		3.79		255,982
Andrea S. Freeborough		19,549		3.15		3.86		13,894
Andrea S. Freeborough		18,637		3.83		6.06		41,711
Geoffrey P. Gold		57,759		3.74		5.67		111,363
Geoffrey P. Gold		59,886		3.47		5.35		112,294
Claude J.S. Schimper		10,621		3.47		5.02		16,463
William D. Dunford		0		0.00		0.00		0

Values are in Canadian dollars and were converted to U.S. dollars for purposes of this table using the exchange rate of C$1.00 = US$0.7561.

Additional equity compensation plan information

The following tables provide details of compensation plans under which equity securities of the company are authorized for issuance as of December 31, 20231:

Plan category

Number of securities to be
issued upon exercise of
outstanding options
and RSUs2

Weighted-average exercise
price of outstanding
options and RSUs3
C$

Number of securities remaining
available for future issuance
under equity compensation
plans4, 5

Equity compensation plans approved by security holders

7,707,270

4.68

35,251,337

Equity compensation plans not approved
by security holders

Nil

N/A

Total

7,707,270

4.68

35,251,337

This table does not include RSUs granted in early 2024 prior to the date of this circular. Numbers of RSUs include RPSUs which are granted under the restricted share plan.

Represents the number of common shares reserved for issuance upon exercise of outstanding options and RSUs.

Since the RSUs do not have an exercise price, they are not factored in the weighted average price calculation. 6,848,100 RSUs were outstanding as of December 31, 2023.

Based on the maximum number of common shares reserved for issuance upon exercise of options under the Share Option Plan of 31,166,667 and under the Restricted Share Plan of 50,000,000.

As at December 31, 2023, 510,546 common shares remained available for issuance under the Share Purchase plan.

	Restricted Share Plan				Share Option Plan				Share Purchase Plan
	No.		% of Out-standing Shares		No.		% of Out-standing Shares		No.		% of Out-standing Shares
Maximum shares issuable		50,000,000		4.072		31,166,667		2.538		5,666,666		0.462
Shares issued to date		25,576,658		2.083		13,141,948		1.070		5,156,120		0.420
Shares issuable under outstanding awards		6,848,100		0.558		859,170		0.070		N/A		N/A
Shares available for future awards		17,575,242		1.431		17,165,549		1.398		510,546		0.042

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Business of
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Directors

Executive
Compensation

Governance

Appendices

	Weighted average exercise price of all outstanding options under all plans:			C$4.68
	Weighted average remaining term of all outstanding options under all plans:			1.64 years
	Aggregate number of full-value awards that have not vested or earned			RSUs: 2,757,413
				RPSUs: 4,090,688

Shares for Issuance

	Restricted Share Plan	Share Option Plan	Share Purchase Plan
Maximum number of common shares reserved for issuance, as of December 31, 2023	50,000,000	31,166,667	5,666,666
Percent of common shares outstanding (approximate)	4.07%	2.54%	0.46%
Maximum number of common shares authorized for issuance to any one insider and such insider’s associates under each plan within a one-year period	5% of the total common shares then outstanding		None
Maximum number of common shares reserved for issuance to any one person under each plan	5% of the total common shares then outstanding		None
Maximum number of common shares authorized for issuance to insiders, at any time, under all compensation arrangements of the company	10% of total common shares outstanding
Maximum number of common shares issued to insiders under all compensation arrangements of the company within a one-year period	10% of total common shares then outstanding

The following table sets out the overhang, dilution percentages in respect of options under the company’s Share Option Plan for the fiscal years ended 2023, 2022, and 20211:

	2023		2022		2021
Overhang1
The total number of options available for issuance, plus all options outstanding that have not yet been exercised, expressed as a percentage of the total number of issued and outstanding common shares of the company at the end of the fiscal year.		1.47%		1.88%		1.49%
Dilution1
Options issued but not exercised, expressed as a percentage of issued and outstanding common shares of the company at the end of the fiscal year.		0.07%		0.59%		0.30%

No options were granted to employees in 2021, 2022 and 2023. Overhang and dilution reflect the options granted to option holders of Great Bear in connection with the company’s acquisition of Great Bear in February 2022.

The following table sets out the burn rate percentages in respect of equity securities under the company’s Restricted Share Plan, Share Option Plan and Share Purchase Plan for the fiscal years ended 2023, 2022, and 2021:

	Restricted Share Plan1						Share Option Plan2						Share Purchase Plan3
	2023		2022		2021		2023		2022		2021		2023		2022		2021
Burn Rate
The number of awards granted each year, expressed as a percentage of the weighted average number of outstanding common shares of the company at the end of the fiscal year.		0.32%		0.25%		0.21%		0%		0.81%		0%		0%		0%		0%

RPSUs are reflected at target (100%); RPSUs can vest from 0 to 150% (or up to 200% based on HRCC discretion).

No options were granted to employees in 2021, 2022, and 2023. Burn rate reflects the options granted to option holders of Great Bear in connection with the company’s acquisition of Great Bear in February 2022.

No shares were issued under the Share Purchase Plan in 2021, 2022, and 2023. Common shares were purchased from the market.

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Executive
Summary

Voting

Business of
the Meeting

Directors

Executive
Compensation

Governance

Appendices

Restricted Share Plan and Restricted Share Unit Plan (Cash-Settled)

Restricted Share Units

Kinross’ long-term incentive plan includes both cash-settled and equity-settled RSUs. Equity-settled RSUs are granted under the Kinross Restricted Share Plan, while cash-settled RSUs are granted under the Restricted Share Unit Plan (Cash-Settled). In determining the value of grants for the NEOs, the human resources and compensation committee considers previous grants (i.e. existing holdings and outstanding awards). Effective January 1, 2020, the number of equity-settled or cash-settled RSUs granted to an eligible employee is determined by dividing the dollar value of the grant by the volume weighted average TSX share price for the five trading days immediately preceding the date of grant.

Restricted Performance Share Units

Beginning with the equity grant for 2008 (granted in February 2009), Kinross introduced RPSUs, which are equity-settled RSUs with a performance element. In determining the value of grants for the NEOs, the human resources and compensation committee considers previous grants (i.e., existing holdings and outstanding awards). The number of units granted to an eligible employee is determined by dividing the dollar value of the grant by the unit value determined using a “Monte Carlo” model for the relative total shareholder return portion of the RPSUs and, effective January 1, 2020, the volume weighted average TSX share price for the five trading days immediately preceding the date of grant for the other performance measures.

RPSUs are granted under the Restricted Share Plan, settled in equity and are subject to all the key terms under the Restricted Share Plan outlined below, including treatment on termination, death or disability, and change of control. As with all grants under the restricted share plan, the grant of RPSUs is accompanied by a restricted share agreement which outlines the specific terms associated with that grant. The agreement associated with RPSUs generally includes the following additional terms:

•

the restricted period for RPSUs is three years (no RPSUs vest until the third anniversary of the grant), and

•

RPSU vesting is subject to company performance relative to established performance measures during the three associated calendar years.

For information on RPSU performance measures, targets, and results, please see the “LTI Plan: Company Performance Measures — RPSU Performance Measures” section beginning on page 102.

Automatic Securities Disposition Plan

In 2009, Kinross implemented an automatic securities disposition plan (ASDP) to provide an opportunity for senior leadership team members to sell a portion of the common shares issued on vesting of RSUs at times when they might otherwise be unable to do so due to restrictions under Canadian securities laws or trading blackouts imposed under Kinross’ insider trading policy.

Executives make an election to participate in the ASDP and may participate only if they meet Kinross’ minimum share ownership requirements (see page 75). The ASDP enables participating executives to automatically sell up to 25% of the common shares issuable to them following vesting of their RSUs. These common shares are sold by an independent securities broker following a pre-determined quarterly sales schedule. There are certain restrictions on an executive’s ability to modify or terminate their participation in the plan.

In 2023, no senior executives participated in the ASDP.

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Voting

Business of
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Directors

Executive
Compensation

Governance

Appendices

Key terms under the Restricted Share Plan and Restricted Share Unit Plan (Cash-Settled) include the following:

	Eligibility			Eligible individuals include employees of the company and designated affiliates and individuals who provide consulting, technical, management, or other services to Kinross or a designated affiliate and who spend or will devote a significant amount of time or attention to Kinross pursuant to a contract with such individuals or the individual’s employer. Non-employee directors are not eligible to participate in this plan.
	Restricted period			Equity-settled RSUs: At least one-third of the RSUs in a particular grant are restricted until the first anniversary of the grant, one-third until the second anniversary of the grant, and one-third until the third anniversary of the grant. Cash-settled RSUs: The vesting for cash-settled RSUs is the same as that for equity-settled RSUs, except in the case of annual compensation grants, which are granted in February with respect to the prior year. For these grants, the final third vests in December of the second year after grant to comply with Canada Revenue Agency rules. RPSUs: RPSUs generally vest on the third anniversary of the grant.
	Vesting			Equity-settled RSUs, including RPSUs: A performance multiplier will be determined for RPSUs before the vesting. Each RSU or RPSU is exercisable for one common share, without additional consideration, after the expiry of a restricted period established at the time of grant. Holders also have the option of forfeiting shares otherwise receivable in exchange for the company paying taxes on the holder’s behalf. Cash-settled RSUs: a payment will be calculated using a volume-weighted average share price for the five trading days immediately preceding the vesting date multiplied by the number of vested restricted share units.
	Deferred payment date			Canadian participants may elect to determine a deferred payment date for equity-settled awards, however they must give the company at least 60 days written notice before the restricted period expires. If a Canadian participant chooses to change a deferred payment date, written notice must be given to the company not later than 60 days before the deferred payment date to be changed.
	Assignment			RSUs and RPSUs are not assignable.
	Retirement or termination			During the restricted period: Any RSUs (including RPSUs) will automatically terminate on retirement or termination, unless otherwise determined by the human resources and compensation committee. The human resources and compensation committee may exercise discretion to abbreviate the restricted period due to a participant’s termination of employment. However, for equity-settled awards, such discretion can be applied to no more than 10% of common shares authorized for issuance under the Restricted Share Plan, the Share Purchase Plan and the Share Option Plan. After the restricted period and before any deferred payment date: Kinross will immediately issue the common shares issuable on the vesting of equity-settled RSUs to the participant.
	Death or disability			In the event of death or total disability, any RSUs and target RPSUs held by the deceased or disabled participant will immediately vest.
	Change of control			All outstanding RSUs and RPSUs will become vested (at target), notwithstanding the restricted period or any deferred payment date. Change of control includes, among other things: • a merger transaction with another entity as a result of which less than 50% of the outstanding common shares of the successor corporation would be held by the shareholders; • a sale of assets of the company that have an aggregate book value of more than 30% of the book value of the assets of the company; or • the acquisition by any person, entity or group of persons or entities acting jointly, resulting in any such person(s) or entity(ies) becoming a control person of the company.
	Dividends			When normal cash dividends are paid to holders of common shares, participants holding RSUs (including RPSUs) subject to a restricted period will be credited with dividend equivalents in the form of additional RSUs. The number of such additional RSUs will be calculated by multiplying the amount of the dividend declared and paid per common share by the number of RSUs recorded in the participant’s account on the record date for the dividend payment, and dividing by either: • for equity-settled RSUs, the closing price of the common shares on the TSX on dividend payment date; or • for cash-settled RSUs, the volume weighted average share price for the five trading days immediately following the dividend payment date. RSUs credited to a participant’s account as dividend equivalents will be subject to the same restricted period as the RSUs to which they relate.
	Number of shares under the plan			The number of shares which may be issued under the Restricted Share Plan in the aggregate and in respect of any fiscal year is limited under the terms of the Restricted Share Plan and cannot be increased without shareholder and regulatory approval. RSUs which terminate prior to the lapse of the restricted period or are settled in cash do not reduce the number of shares which may be issued under the Restricted Share Plan.

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Executive
Summary

Voting

Business of
the Meeting

Directors

Executive
Compensation

Governance

Appendices

Plan amendments — Restricted Share Plan

Under the terms of the Restricted Share Plan, shareholder approval is required for any amendment, modification or change that:

•

increases the number of common shares reserved for issuance under the Restricted Share Plan, except in connection with a change of control or pursuant to the provisions in the Restricted Share Plan which permit the human resources and compensation committee to make equitable adjustments in the event of transactions affecting the company or its capital,

•

extends eligibility to participate in the Restricted Share Plan to non-employee directors,

•

permits restricted share rights to be transferred other than for normal estate settlement purposes,

•

permits awards, other than the restricted share rights, to be made under the Restricted Share Plan,

•

reduces restrictions on the restricted period for RSUs (including RPSUs) except in the event of death, retirement, or termination of employment or upon a change of control, or

•

deletes or reduces the range of amendments which require shareholder approval.

In addition, under TSX listing requirements, shareholder approval is required for any amendment, modification, or change to remove or exceed the 10% limit on the number of common shares authorized for issuance, or issued, to insiders as a group.

Other amendments may be made without shareholder approval including amendments of a housekeeping nature, adjustments to outstanding RSUs in the event of certain corporate transactions, specifying practices with respect to applicable tax withholdings, the addition of covenants for the protection of participants, and changes to vesting provisions.

In 2023, the Restricted Share Plan was amended to expressly state that all awards and any amounts payable or paid under it are subject to recoupment as required under any law or regulatory requirement or pursuant to the company’s compensation recoupment policy in effect from time to time. This amendment did not require shareholder approval.

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Shareholders

Executive
Summary

Voting

Business of
the Meeting

Directors

Executive
Compensation

Governance

Appendices

Share Option Plan

In 2019, the human resources and compensation committee decided to change the mix of equity granted to executives and remove stock options from this mix beginning with the grant in February 2020. No grants of options were made in 2021, 2022 and 2023, or with the grant of February 20241. Prior grants were granted under the Share Option Plan.

The following are some key terms under the Share Option Plan which apply to all grants of options:

	Eligibility			Eligible individuals include employees of the company and designated affiliates and individuals who provide consulting, technical, management or other services to Kinross or a designated affiliate and who spend or will devote a significant amount of time or attention to Kinross pursuant to a contract with such individuals or the individual’s employer. Non-employee directors are not eligible to participate in this plan.
	Vesting			Options become exercisable in thirds: one-third on the first anniversary of the grant, one-third on the second anniversary of the grant, and one-third on the third anniversary of the grant. The human resources and compensation committee reserves the right to determine when the participant’s options become exercisable within the term of the option.
	Expiry			Options expire after seven years. However, for options which are scheduled to expire during a corporate trading blackout period applicable to the particular option holder, the term of the option will not expire until the 10th business day following the expiry of the blackout period applicable to the particular option holder.
	Exercise price			The exercise price for each common share is determined by the human resources and compensation committee at the time of grant, but is not less than the closing price of the common shares of the company listed on the TSX on the trading day preceding the day on which the option is granted.
	Assignment			Options are not assignable.
	Retirement or termination			Options already exercisable: Generally these options must be exercised within 60 days, subject to human resources and compensation committee discretion, as noted below. Options not yet exercisable: Generally any options will be automatically terminated, subject to human resources and compensation committee discretion, as noted below. The human resources and compensation committee reserves the right to determine the extent to which any options may be exercised or cease to be exercisable. The maximum number of options whose exercisability may be accelerated at the discretion of the human resources and compensation committee in connection with the termination of employment of a participant is limited to no more than 10% of the common shares authorized for issuance under the Share Option Plan, Share Purchase Plan and Restricted Share Plan.
	Death			Any option held by the deceased at the date of death will become immediately exercisable, in whole or in part, by the deceased’s estate for a period ending on the earlier of the expiration of 12 months and the expiration of the option period.
	Change of control			All outstanding options vest and become exercisable immediately. Change of control includes, among other things: • a merger transaction with another entity as a result of which less than 50% of the outstanding common shares of the successor corporation would be held by the shareholders; • a sale of assets of the company that have an aggregate book value of more than 30% of the book value of the assets of the company; or • the acquisition by any person, entity or group of persons or entities acting jointly resulting in any such person(s) or entity(ies) becoming a control person of the company.
	Number of options under the plan			The number of options which may be issued under the Share Option Plan in the aggregate and in respect of any fiscal year is limited under the terms of the Share Option Plan and cannot be increased without shareholder and regulatory approval.

9,880,094 options were granted to option holders of Great Bear in connection with the company’s acquisition of Great Bear in February 2022. These options were granted under a separate approved pool and do not impact the shares issuable under the Share Option Plan.

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Letter to
Shareholders

Executive
Summary

Voting

Business of
the Meeting

Directors

Executive
Compensation

Governance

Appendices

Plan amendments — Share Option Plan

Under the terms of the Share Option Plan, shareholder approval is required for any amendment, modification, or change that:

•

increases the number of common shares reserved for issuance under the Share Option Plan, except in connection with a change of control or pursuant to the provisions in the share option plan which permit the human resources and compensation committee to make equitable adjustments in the event of transactions affecting the company or its capital,

•

reduces the exercise price of an option except in connection with a change of control or pursuant to the provisions in the plan which permit the human resources and compensation committee to make equitable adjustments in the event of transactions affecting the company or its capital,

•

extends the term of an option beyond the original expiry date, or permits the expiry of an option to be beyond ten years from date of grant,

•

extends eligibility to participate to non-employee directors,

•

permits stock option rights to be transferred other than for normal estate settlement purposes,

•

permits awards, other than the stock option rights, to be made under the Share Option Plan,

•

reduces restrictions on the exercisability of options granted under this plan except in the event of death, disability, retirement or termination of employment or upon a change of control, or

•

deletes or reduces the range of amendments which require shareholder approval.

Other amendments may be made without shareholder approval including amendments of a housekeeping nature, adjustments to outstanding options in the event of certain corporate transactions, specifying practices with respect to applicable tax withholdings, the addition of covenants for the protection of participants, changes to vesting provisions, and a change to the termination provisions of an option which does not involve an extension of the term of an option beyond its original expiry date.

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Letter to
Shareholders

Executive
Summary

Voting

Business of
the Meeting

Directors

Executive
Compensation

Governance

Appendices

Employee Share Purchase Plan

The following are some key terms under the Employee Share Purchase Plan which apply to all shares purchased or issued under this plan:

	Eligibility			Full-time and part-time employees, including officers, whether directors or not, of the company or any designated affiliate.
	Purchase price			Newly-issued treasury shares: The purchase price is the weighted average closing price for the twenty (20) consecutive trading days prior to the end of the quarter. Shares purchased on the open market: The average price paid for all shares purchased. Trading prices are the prices of the company common shares on the TSX for participants employed by a Canadian entity, or on the NYSE for participants not employed by a Canadian entity.
	Holding period			All shares acquired by participants under the plan are subject to a six-month holding period.
	Contribution changes			Employees can reduce, increase, or suspend their contributions, with changes effective as of the beginning of the first calendar quarter following 60-days’ notice. Employees may not make a change more than once within any six (6) month period.
	Assignment			ESPP shares are not assignable.
	Termination			Contributions which have not been used to purchase shares: Employee contributions are returned to the employee, and company matching contributions returned to the company. Shares subject to the holding period: These shares are released to the employee after the expiry of the holding period.
	Death, disability or retirement			In the event of death, total disability, or retirement, ESPP shares will be distributed to the employee or the estate immediately.
	Change of control			All shares subject to the holding period will be immediately deliverable to the participant. Employee contributions already withheld will be matched, with shares issued for the aggregate contribution. Change of control includes, among other things: • a merger transaction with another entity as a result of which less than 50% of the outstanding common shares of the successor corporation would be held by the shareholders; • a sale of assets of the company that have an aggregate book value of more than 30% of the book value of the assets of the company; or • the acquisition by any person, entity or group of persons or entities acting jointly resulting in any such person(s) or entity(ies) becoming a control person of the company.
	Number of shares under the plan			The number of shares which may be issued under the ESPP in the aggregate and in respect of any fiscal year is limited under the terms of the ESPP and cannot be increased without shareholder and regulatory approval.

Plan amendments — Employee Share Purchase Plan

Under the terms of the Employee Share Purchase Plan (ESPP), shareholder approval is required for any amendment, modification, or change that:

•

increases the number of common shares reserved for issuance under the ESPP, except in connection with a change of control or pursuant to the provisions in the share purchase plan which permit the human resources and compensation committee to make equitable adjustments in the event of transactions affecting the company or its capital,

•

extends eligibility to participate in the ESPP to non-employee directors,

•

permits rights under the share purchase plan to be transferred other than for normal estate settlement purposes,

•

permits awards, other than the common shares, to be made under the ESPP, or

•

deletes or reduces the range of amendments which require shareholder approval.

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Letter to
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Executive
Summary

Voting

Business of
the Meeting

Directors

Executive
Compensation

Governance

Appendices

Other amendments may be made without shareholder approval including amendments of a housekeeping nature, adjustments to outstanding shares under the ESPP in the event of certain corporate transactions, specifying practices with respect to applicable tax withholdings, the addition of covenants for the protection of participants, and changes to vesting provisions.

EMPLOYMENT CONTRACTS

Upon hire or promotion, all members of the senior leadership team enter into an agreement with the company relating to their employment (their employment agreement). The employment agreements set out the starting compensation terms for the executive, as well as additional terms and conditions of employment. Compensation, including the annual salary payable under each of these employment agreements, is reviewed and may be adjusted annually or as required, as outlined on page 81.

Compensation on Retirement or Death

Type of
termination

Severance

Short-term
incentive

Options1

RSUs / RPSUs1

Benefits

Retirement
plan

Retirement

None

Prorated incentive paid based on date of retirement

Vested options must be exercised within 60 days; unvested options are forfeited

All RSUs / RPSUs subject to a restricted period are forfeited, and those subject solely to a deferred payment date are settled for common shares

None

Accrued retiring allowance or pension, or value of savings plan account, payable, as applicable

Death

None

Prorated incentive paid based on date of death

All unvested options vest, can be exercised until the earlier of 12 months and original expiry

All RSUs / RPSUs are immediately vested

Health and dental benefits continue for eligible dependents for 2 years

Accrued retiring allowance or pension, or value of savings plan account, payable to surviving beneficiary or estate, as applicable

All equity is permitted to vest in accordance with the normal vesting schedule when senior leadership team members: 1) reach the minimum early retirement age as specified in the company pension plan in which they participated, or age 55, whichever is greater; 2) have a minimum of 10 years of service; and 3) provide a minimum three months’ notice of intent to retire. In addition, executives who achieve these minimum service and age requirements and retire on good terms following a successful transition to a successor would be eligible to receive a retiring allowance, calculated as 12 months’ base salary plus a cash payment representing the present value of three years’ additional retirement plan accrual. Currently none of our NEOs meet these requirements for the equity vesting or the retiring allowance.

Compensation on Termination of Employment

Among other things, the employment agreements for each of the senior leadership team members generally outline terms relating to termination of employment with the company.

The tables below outline the compensation payable to senior leadership team members in the event of termination of employment without cause by the company, or the resignation by an executive following a material or detrimental alteration of the employee’s position, a material reduction of salary or other specific adverse events for the SLT member (a triggering event). The tables also outline the compensation to SLT members if the executive’s employment is terminated or the executive is subject to a triggering event within 18 months of the change of control of the company, which includes, among other things:

•

a merger transaction with another entity as a result of which less than 50% of the outstanding common shares of the successor corporation would be held by Kinross shareholders,

•

a sale of assets of the company that have an aggregate book value of more than 30% of the book value of the assets of the company,

•

the acquisition by any person, entity or group of persons or entities acting jointly acquiring 20% or more of the votes attached to securities of the company which may be cast to elect directors of the company or its successor,

•

dissolution, liquidation or winding up of the company, or

•

an event following which the company’s nominees for the board of directors do not constitute a majority of the board of directors.

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Executive
Summary

Voting

Business of
the Meeting

Directors

Executive
Compensation

Governance

Appendices

In 2023, the following terms applied to all named executive officers1:

Provision	Termination without cause or resignation following triggering event	Termination or triggering event following change of control
Lump sum severance payment equal to the aggregate of:	two times for Mr. Rollinson, Ms. Freeborough, Mr. Gold, Mr. Schimper, and Mr. Dunford: • base salary, and • the greater of the target and average bonus paid in the two prior fiscal years (or, if employed for less than two years, the previous year’s bonus, or if none, the target bonus) plus: • the greater of the target and average bonus paid in the two prior fiscal years, prorated to the date of termination, in respect of the final year of employment.	three times for Mr. Rollinson and Mr. Gold, and two times for Ms. Freeborough, Mr. Schimper, and Mr. Dunford: • base salary, and • the greater of the target and average bonus paid in the two prior fiscal years (or, if employed for less than two years, the previous year’s bonus, or if none, the target bonus) plus: • the greater of the target and average bonus paid in the two prior fiscal years, prorated to the date of termination, in respect of the final year of employment.
Reimbursement for legal and financial counselling services:	up to C$10,000 (up to C$25,000 for Mr. Rollinson)	up to C$10,000 (up to C$25,000 for Mr. Rollinson)
Benefits:	continue for two years or, alternatively, a lump sum payment in lieu of benefits equal to: • 30% of salary for Mr. Gold; • 20% of salary for Ms. Freeborough, Mr. Schimper, and Mr. Dunford; and • a lump sum payment of C$500,000 for Mr. Rollinson.	continue for three years for Mr. Rollinson and Mr. Gold, and two years for Ms. Freeborough, Mr. Schimper, and Mr. Dunford or, alternatively, a lump sum payment in lieu of benefits equal to: • 30% of salary for Mr. Gold; • 20% of salary for Ms. Freeborough, Mr. Schimper, and Mr. Dunford; and • a lump sum payment of C$750,000 for Mr. Rollinson.
Executive retirement allowance plan (ERAP):	lump sum equal to the present value of two years of ERAP contributions for Mr. Rollinson, Ms. Freeborough, Mr. Gold, Mr. Schimper, and Mr. Dunford.	lump sum equal to the present value of three years of ERAP contributions for Mr. Rollinson and Mr. Gold, and two years for Ms. Freeborough, Mr. Schimper, and Mr. Dunford.
RSUs, RPSUs, and options:	Mr. Rollinson: 50% of all outstanding RSUs and options, and 50% of all RPSUs which would otherwise have vested during the ensuing two years, would vest immediately on termination, and the balance on the first anniversary of termination, subject to potential forfeiture2. Mr. Gold, Ms. Freeborough, Mr. Schimper, and Mr. Dunford3: all equity which would otherwise have vested during the ensuing two years will be permitted to vest in normal course (not accelerated); and the executives will be permitted to exercise vested options at any time from vest through the date which is the earlier of: (a) 60 days after the end of the severance period or (b) the expiry date based on the original term of the option. All such equity will remain subject to the recoupment policy.	All outstanding RSUs, RPSUs, and options vest immediately and remain in effect until their normal expiry.

All agreements for NEOs hired from 2011 forward include reduced provisions on termination where such termination occurs within the first six months after the date of hire or appointment to the senior leadership team (severance payment is reduced to 1.5 times, reimbursement for legal/financial counselling is C$3,000, benefits continue for 18 months or a lump sum payment equal to 10% of base salary in lieu, ERAP benefits cease to accrue, and any unvested RSUs, RPSUs and options are forfeited, except in case of termination due to change of control where all outstanding RSUs, RPSUs, and options vest immediately).

The RSUs, RPSUs, and options scheduled to vest on the first anniversary may be forfeited if, prior to that vesting date, the board determines that the executive failed to act in the best interests of the company or deliberately engaged in illegal activity.

In the case of Ms. Freeborough, Mr. Schimper, and Mr. Dunford, the company may exercise its discretion to cancel the equity and pay a cash value in lieu of allowing the RSUs and RPSUs to vest.

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Executive
Summary

Voting

Business of
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Directors

Executive
Compensation

Governance

Appendices

Termination of employment is always by written notice, and may be by the company, with or without cause, or by the resignation of the executive. Following termination of employment, each of the senior leadership team members under his or her employment agreement is subject to non-competition and non-solicitation covenants for a period of 12 months (except where such termination occurs in the first six months of employment, then such covenants are for three months).

Incremental Payments on Termination, Retirement, and Death

The following table shows the value of the estimated incremental payments, payables, and benefits to each NEO that would have resulted had the relevant triggering event occurred on the last business day of the most recently completed fiscal year.

Name	Estimated incremental value of termination as of December 31, 20231
Name	Compensation component	Termination without cause		Termination following change of control		Retirement / resignation2		Death / change of control3		Termination with cause
J. Paul Rollinson	Severance payment		5,935,387		8,903,080		0		0		0
	Accelerated vesting of equity		243,213		692,998		0		692,998		0
	Benefits / ERAP		1,432,560		2,116,515		0		0		0
	Total		7,611,159		11,712,593		0		692,998		0
Andrea S. Freeborough	Severance payment		1,738,274		1,738,274		0		0		0
	Accelerated vesting of equity		0		181,120		0		181,120		0
	Benefits / ERAP		393,714		393,714		0		0		0
	Total		2,131,989		2,313,108		0		181,120		0
Geoffrey P. Gold	Severance payment		3,175,621		4,763,431		0		0		0
	Accelerated vesting of equity		0		296,387		0		296,387		0
	Benefits / ERAP		752,181		1,016,984		0		0		0
	Total		3,927,802		6,076,803		0		296,387		0
Claude J.S. Schimper	Severance payment		1,723,908		1,723,908		0		0		0
	Accelerated vesting of equity		0		212,145		0		212,145		0
	Benefits / ERAP		348,949		348,949		0		0		0
	Total		2,072,858		2,285,003		0		212,145		0
William D. Dunford4	Severance payment		893,143		893,143		0		0		0
	Accelerated vesting of equity		0		36,584		0		36,584		0
	Benefits / ERAP		36,293		36,293		0		0		0
	Total		929,436		966,020		0		36,584		0

This table reflects the estimated incremental payments that are triggered under each circumstance identified in the respective headings. Termination payments calculated and payable in Canadian dollars were converted to U.S. dollars for purposes of this table using the exchange rate of C$1.00 = US$0.7561. Totals in table may not add up due to rounding.

Upon retirement or termination, NEOs receive accumulated values in the executive retirement allowance plan, any pension accrued under other retirement plans, or any accumulated values in the savings plan, as reported under the “Retirement plans” section on page 109. No NEOs are currently eligible to receive any other incremental amounts in the event of retirement.

Upon death or change of control, RSUs, RPSUs, and options vest immediately. The amounts shown represent the present value of the accelerated vesting of options, RSUs and RPSUs (assuming vesting at target) under the terms of the respective plans. Discount rates used were generated using Canadian money market wholesale interest rates as at December 31, 2023, corresponding to each applicable discount period. No other incremental amounts would be paid.

As Mr. Dunford was appointed to the senior leadership team on September 1, 2023, his termination payments have been calculated in accordance with the provisions for termination without cause within the first six months after the date of hire or appointment to the senior leadership team, as described in footnote 1 on page 128. He has met the service criteria for the full termination benefits effective March 1, 2024.

Other than as described above, the company (and its subsidiaries) currently have no employment contracts in place with the NEOs, and no compensatory plans or arrangements with respect to the NEOs, that result or will result from the resignation, retirement or any other termination of such executives’ employment with the company (and its subsidiaries), from a change of control of the company (and its subsidiaries) or a change in the NEOs’ responsibilities following a change of control.

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TABLE OF CONTENTS

Letter to
Shareholders

Executive
Summary

Voting

Business of
the Meeting

Directors

Executive
Compensation

Governance

Appendices

GOVERNANCE

Kinross and the board recognize the importance of corporate governance to the effective management of the company and to the protection of its employees, shareholders and other stakeholders. Kinross’ approach to significant issues of corporate governance is designed with a view to helping ensure that the business and affairs of the company are effectively managed so as to enhance shareholder value.

HIGHLIGHTS

Financial

•

For 2023, almost all fees paid to our auditors were for audit or audit-related services

•

Chair of the audit and risk committee is a “financial expert”

Directors

•

3 of 10 (30%) nominees for election at the meeting are women, including the Independent Chair and Chair of the human resources and compensation committee

•

10 of 11 (91%) incumbent directors are independent, and 9 of 10 (90%) nominees for election at the meeting are independent

•

The board nominees include one director who is a member of the Indigenous Peoples and one director who is a racialized person

•

All board committees are composed solely of independent directors

•

The board met independently of management at all of its meetings (100%) in 2023, including at all regularly scheduled and special board meetings

•

All of the board committees met independently of management at all of their respective meetings in 2023

•

8 of 9 (89%) directors standing for re-election at this meeting were re-elected in 2023 with greater than 93% of the votes cast

•

Directors are subject to share ownership requirements and, as applicable, all directors currently meet those requirements

•

The company has a shareholder rights plan in effect until 2027, reconfirmation of which is being sought at this meeting.

REGULATORY COMPLIANCE

The board, through its corporate governance and nominating committee (CGNC), monitors the extensive and continuing changes to the regulatory environment with respect to corporate governance practices. The CGNC recommends to the board changes to the company’s governance practices in light of changing governance expectations, regulations and best practices. The board will continue to review and revise the company’s governance practices in response to changing governance expectations, regulations and best practices.

Kinross’ corporate governance practices have been designed to align with applicable Canadian corporate governance guidelines and other requirements. In addition, Kinross is fully compliant with National Instrument 52-110 pertaining to audit committees adopted by Canadian Securities Administrators.

Although, as a regulatory matter, the majority of the corporate governance listing standards of the NYSE (the NYSE standards) are not applicable to the company, the company has corporate governance practices that are substantially compliant with the NYSE standards. Details of the company’s corporate governance practices compared to the NYSE standards are available for review on the company’s website at www.kinross.com.

Our board of directors

There are currently eleven members of the board, of whom ten are independent within the meaning of the Corporate Governance Guidelines, National Instrument 58-101 and the NYSE standards. The independent directors hold meetings at which non-independent directors and management are not present at each board meeting, including at regularly scheduled and special board meetings (at least once every quarter). Mr. Rollinson is not independent as he is an executive officer of Kinross.

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Executive
Summary

Voting

Business of
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Directors

Executive
Compensation

Governance

Appendices

The Chair of the board (also referred to as the Independent Chair) is an independent director who has been designated by the board to provide leadership and to enhance and help ensure, with assistance from the CGNC and the other committees of the board, the independence of the board. Ms. McLeod-Seltzer was first appointed as Chair of the board effective January 1, 2019.

The responsibilities of the Independent Chair are set out in a written position description for the Independent Chair adopted by the board. These responsibilities may be delegated or shared with the CGNC and/or any other independent committee of the board and include responsibilities such as:

•

chairing all meetings of directors,

•

providing leadership to the board to enhance the board’s effectiveness,

•

managing the board,

•

acting as a liaison between the board and management, and

•

representing the company to certain external groups.

A copy of the position description of the Independent Chair is available on the company’s website at www.kinross.com or upon request to the Corporate Secretary.

The board fulfills its mandate directly and through its committees at regularly scheduled meetings or as required. The frequency of meetings may be increased and the nature of the agenda items may be amended depending upon the state of the company’s affairs and in light of the opportunities or risks that the company faces. The directors are kept informed of the company’s operations at these meetings as well as through reports and discussions with management on matters within their particular areas of expertise.

The board has adopted performance schedules for each of its standing committees1. These performance schedules have been developed by the CGNC as a tool to help ensure:

•

the adequate scheduling of meetings for the purpose of fulfilling all duties of the board and the committees as set out in their charters,

•

the fulfillment of the board and committee duties, and

•

the evaluation of the fulfillment of such duties in light of the board and committee charters.

The directors meet without management at each board meeting to review the business operations, corporate governance and financial results of the company. In 2023, the independent directors met without Mr. Rollinson or other members of management present at all (seven) of the board meetings held during the year.

The attendance record of each director standing for re-election at the meeting, at all board and committee meetings held during the previous year and the names of other reporting issuers for whom certain Kinross directors also serve as directors, are set out in the tables appearing under “About the nominated directors” on page 32.

A copy of the board mandate (charter of the board of directors) and the charters of each of the standing committees is available on the company’s website at www.kinross.com or upon request to the Corporate Secretary. A copy of the charter of the board of directors of the company is also attached as Appendix A.

Board Chair Succession

In February 2015, the board adopted the director service limits policy that limits the term for independent directors to 10 years. The 10-year term limit commences from the later of the date the policy became effective or the date on which the director is first appointed or elected to the board, with the potential to continue to stand for re-election for up to five additional years, for a total term not exceeding 15 years, if such director has received solid annual performance assessments and is re-elected to the board. This policy is now part of the consolidated Corporate Governance Guidelines adopted by the board in November 2015 and most recently amended in February 2021.

Ms. McLeod-Seltzer was first appointed to the board on October 26, 2005 and will complete her 10-year term limit before the 2025 annual shareholders’ meeting (as board service prior to the director service limits policy is not considered by the policy). Ms. McLeod-Seltzer does not intend to stand for re-election at the 2025 annual shareholders’ meeting.

Standing committees of the board are the audit and risk, the corporate governance and nominating, the corporate responsibility and technical and the human resources and compensation committees. It excludes the special committee of the board.

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Business of
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Directors

Executive
Compensation

Governance

Appendices

Accordingly, the company will be required to identify a replacement director as well as select a new Independent Chair. The corporate governance and nominating committee, along with the Independent Chair, currently has underway a succession process to shortlist candidates and ultimately appoint the next Independent Chair of the Board from within the current Kinross board. Selection and nomination of a new director will be conducted in accordance with the practices summarized below (see nominating and method of voting for directors). The proposed systematic candidate identification and assessment processes have been designed to leverage the current strength of the board while also recruiting for the skills, expertise and diversity characteristics of the departing Chair.

CODE OF BUSINESS CONDUCT AND ETHICS

As part of its commitment to maintaining the highest ethical standards, the board has adopted a Code of Business Conduct and Ethics (the Code) for its directors, officers, employees and contractors. The CGNC has responsibility for monitoring compliance with the Code by ensuring that all directors, officers, employees and contractors receive and familiarize themselves with the Code and acknowledge their support and understanding of the Code. Any non-compliance with the Code is to be reported in accordance with the Code and the company’s Whistleblower Policy, to the Chair of the CGNC, the Chair of the audit and risk committee, the Chief Legal Officer, the General Counsel, the Vice-President, Compliance or, as applicable, to the Senior Vice-President, Human Resources.

The Code was most recently amended in February 2023 to reflect changes in current best practices. A copy of the Code may be accessed on the company’s website at www.kinross.com or under the company’s profile on SEDAR+ at www.sedarplus.ca.

The board takes steps to help ensure that directors, officers and employees exercise independent judgement in considering transactions and agreements in respect of which a director, officer or employee of the company has a material interest, which include ensuring that directors, officers and employees are thoroughly familiar with the Code and, in particular, the rules concerning reporting conflicts of interest. Where a director declares an interest in any material contract or transaction being considered at a meeting of directors, the director absents himself or herself from the meeting during the consideration of the matter, and does not vote on the matter.

The board encourages adherence to an overall culture of ethical business conduct by:

•

promoting compliance with the Code, including applicable laws, rules and regulations,

•

providing guidance to directors, officers and employees to help them recognize and deal with ethical issues,

•

promoting a culture of open communication, honesty and accountability,

•

helping ensure adequate training is provided for proper understanding of, and compliance with the Code, and

•

helping ensure awareness of disciplinary action for violations of ethical business conduct.

The Code, along with the company’s Anti-Corruption Compliance Protocol, addresses the compliance framework contemplated under various anti-corruption laws in Canada, the United States and other jurisdictions in which Kinross operates.

The company’s Vice-President, Compliance provides day-to-day leadership in the design, implementation and management of the company’s global compliance program throughout the organization, which is designed to ensure the company and its representatives comply with applicable law, the Code and other policies. The Compliance function is also tasked with management of the company’s whistleblower policy, the integrity hotline, as well as a due diligence program applicable to all global suppliers. The Vice-President, Compliance reports quarterly on such matters to the board and/or its applicable committees, including the corporate governance and nominating committee and the audit and risk committee.

ROLE OF THE BOARD OF DIRECTORS

The board mandate has been formalized in a written charter. The board discharges its responsibilities directly and through the standing committees of the board, comprising the audit and risk committee (ARC), corporate governance and nominating committee (CGNC), corporate responsibility and technical committee (CRTC) and human resources and compensation committee (HRCC) and the ad hoc special committee.

The charter of the board sets out specific responsibilities, some of which include:

•

appointing the Independent Chair who is responsible for the leadership of the board and for specific functions to enhance the independence of the board,

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Compensation

Governance

Appendices

•

adopting a strategic planning process, approval of strategic plans and monitoring performance against such plans,

•

reviewing and approving corporate objectives and goals applicable to the senior leadership team of the company,

•

defining major corporate decisions requiring board approval and approving such decisions as they arise from time to time, and

•

obtaining periodic reports from management on the company’s operations including reports on security issues surrounding the company’s assets, property and employees and the relevant mechanisms that management has put in place.

Annually, the board reviews and approves a strategic plan that takes into account business opportunities and business risks consistent with Kinross’ risk appetite.

Additional functions of the board are included in its charter or have been delegated to its committees. A complete copy of the charter of the board of directors of the company is attached as Appendix A to this circular and is available upon request to the Corporate Secretary or on the company’s website at www.kinross.com.

In carrying out its mandate, the board met seven times in 2023, on all of these occasions also meeting without management present. At such meetings and pursuant to written resolutions, the board fulfilled its responsibilities by doing the following, among other things:

•

adopted a strategic business plan proposed by management and considered possible strategic initiatives for the company,

•

reviewed and approved consolidated financial statements,

•

obtained periodic reports from management regarding operational matters, gold sales, cash flows and borrowing activities,

•

approved the 2024 budget,

•

approved the payment of dividends,

•

approved $500 million bond offering and the repayment of 2024 bonds,

•

approved a buy-back of the company’s common shares via a normal course issuer bid program,

•

reviewed and approved amendments, as required, to the charters of the board and committees,

•

reviewed director candidate profiles,

•

received reports from the Chair of the ARC regarding financial, audit, internal control, information technology, cybersecurity and legal matters and the implementation and operationalization of the risk management framework,

•

received reports from the Chair of the CGNC on current governance practices and the company’s compliance practices, as well as reviewed recommendations to approve board committee charters, and received reports on the progress made with respect to selection of new potential nominees to the board,

•

received reports from the Chair of the CRTC regarding environmental, health and safety matters, the overall process relating to the reporting of the company’s mineral reserves and mineral resources, material exploration, operating, development and technical activities, and the process for identification and management of technical and operating risks,

•

received reports from the Chair of the HRCC and approved the compensation awarded to the CEO and senior executives, including the NEOs, and

•

reviewed issues relating to the company’s material properties.

RELATED PARTY TRANSACTIONS

The Code provides that all company representatives avoid any relationship or activity that might create, or appear to create, a conflict between their personal business interests or other types of personal interests, and the interests of the company. In addition, company representatives are required to disclose any actual or possible conflicts of interest.

The board reviews “related party” (defined below) transactions in conjunction with making director independence determinations. Completion of annual questionnaires by directors and officers of the company assists in identifying possible related party transactions. The ARC has responsibility for reviewing and approving in advance any proposed related party transaction, but did not review and/or approve any related party transactions in 2023.

The ARC — with management and the company’s auditors — is responsible for the financial reporting of any transactions between the company and any related party.

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Business of
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Directors

Executive
Compensation

Governance

Appendices

When considering related party transactions, the company generally considers related parties to include (i) any director or executive officer of the company, (ii) a close family member of a director or executive officer, or (iii) any associate, affiliate or other entities, either controlled or jointly controlled by the director or executive officer or a close family member, or for which the director or executive officer or a close family member has significant influence over.

POSITION DESCRIPTIONS

The position description of our Independent Chair of the board is outlined above under “Our board of directors” on page 131.

The Independent Chair of the board works with the Chairs of the committees of the board to assist them in carrying out their roles and responsibilities as detailed in the standing committee charters.

The committee charter for each of the standing committees includes the responsibilities of the committee Chair which also constitutes their position description. In general, committee Chairs fulfill their responsibilities by, among other things:

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reviewing and approving the agenda for each committee meeting,

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presiding over committee meetings,

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obtaining reports from management regarding matters relevant to their mandate, and

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reporting to the board and making recommendations to the board regarding matters in their committee’s areas of responsibility.

Although there is no written position description for the Chair of the special committee, the responsibilities of the Chair are substantially similar to those of the Board’s standing committees.

The board and the CEO engage in an ongoing dialogue regarding the board’s ongoing expectations for the CEO’s responsibilities, which are set out in the CEO’s written position description and include:

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assuming the leadership of management and the day to day leadership of the company,

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developing and recommending Kinross’ strategic plans,

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implementing Kinross’ business and operational plans,

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reporting regularly to the board on the overall progress of Kinross against its financial and operational objectives,

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ensuring that Kinross’ strategic business plan is carried out efficiently, with integrity and ethics, and

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communicating and liaising with investors, other stakeholders, and public markets.

ASSESSING THE BOARD

The current practice of the board is for the Independent Chair, with the assistance of the CGNC, to make ongoing formal and informal assessments of the performance of the board and its committees, together with that of the board Chair, the committee Chairs and each individual director. The board has a formal evaluation process which is completed annually and consists of evaluation forms to solicit feedback on the board as a whole, its committees, the Independent Chair, committee Chairs and individual directors, including via a peer review. The questions include a set of open-ended qualitative questions to solicit purposeful inputs on board performance and functioning and to provide peer feedback to directors. On a periodic basis, the company engages an independent, third party to conduct the annual board assessment.

In 2023, the company engaged an external facilitator to manage the evaluation process, which consisted of on-line surveys that assessed the performance of the board, the board chair, the committee chairs, and individual directors, including via a peer review. The survey results were supplemented with interviews with each of the directors, as well as selected members of management to gain further insight into the board’s performance and the contributions of individual directors.

The evaluation of the board as a whole and the committees is aimed at determining the effectiveness of the board and how improvements could be made. The evaluation of individual directors is aimed at helping ensure that each board member brings an adequate contribution to the board as a whole in light of its overall needs. Such evaluations are used by the Independent Chair and the CGNC to recommend changes to board composition or board structure, as may be required from time to time.

The results of the 2023 evaluation process were reviewed by the Independent Chair and the Chair of the CGNC. The results were then communicated to the CGNC by its Chair and to the entire board by the Independent Chair. The directors met with the Independent Chair and Chair of the CGNC, as required, to further discuss the results of the evaluations.

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NOMINATING AND METHOD OF VOTING FOR DIRECTORS

The CGNC is responsible for identifying and recruiting new candidates for nomination to the board and considering candidates submitted by shareholders.

Among the duties under its mandate, the CGNC:

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reviews the composition of the board to ensure it has an appropriate number of independent directors,

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maintains an evergreen list of potential nominees,

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analyzes the needs of the board when vacancies arise,

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ensures that an appropriate selection process for new board nominees is in place,

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makes recommendations to the board for the election of nominees to the board,

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continually engages in succession planning for the board, by performing at least annually, a process similar to that which is used for senior management, and

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identifies needs of the board with the help of a skills and experience assessment, and diversity analysis, matching this to the continuously refreshed evergreen list of potential nominees and potential nominees identified by external search firms.

In assessing the composition of the board, the CGNC takes into account the following considerations:

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the independence of each director,

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diversity of the board, including gender representation,

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the competencies and skills that the board as a whole should possess, and

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the current strengths, skills and experience represented by each director, as well as each director’s personality, and other qualities as they affect board dynamics.

Nominees to the board proposed for election at the meeting are elected by individual voting on each nominee to the board.

Our board nomination and succession planning process led to the appointment of Mr. Paspalas as a director effective January 1, 2024. Mr. Paspalas’ background, skillset and experience will help bring a valuable perspective to the board and benefit Kinross.

INCLUSION AND DIVERSITY

Board diversity

Kinross believes in diversity and values the benefits diversity can bring to its board. Diversity includes gender, sexual preference, disability, age, ethnicity, business experience, functional expertise, stakeholder expectations, culture, and geography. Kinross seeks to maintain a board comprised of talented and dedicated directors whose skills and backgrounds reflect the diverse nature of the business environment in which Kinross operates. Accordingly, the composition of the board is intended to reflect a diverse mix of skills, experience, knowledge and backgrounds, including an appropriate number of women directors. In addition to the relevant skills and experience contained in the matrix presented above under the heading “Directors’ Skills and Experience”, the CGNC takes into account the diversity of candidates, including the representation of women on the board, when filling board vacancies and changing its composition. Kinross also tracks the number of directors with significant, limited or no operations experience.

In 2012, the board developed and approved a written board diversity policy. The board diversity policy was updated in December 2014 to include a target percentage for representation of women directors and in November 2015, it became part of the consolidated Corporate Governance Guidelines adopted by the board.

As set out in the board diversity policy, Kinross:

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will periodically assess the skills, experience, knowledge and backgrounds of its directors in light of the needs of the board, including the extent to which the current composition of the board reflects a diverse mix of skills, experience, knowledge and backgrounds, including an appropriate number of women directors;

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is committed to a merit based system for board composition, which requires a diverse and inclusive culture where directors believe that their views are heard, their concerns are attended to and they serve in an environment where bias, discrimination and harassment on any matter are not tolerated;

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will, when identifying suitable candidates for appointment to the board, consider candidates on merit against objective criteria having due regard to the benefits of diversity and the needs of the board;

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will instruct any search firm engaged to assist the board in identifying candidates for director to include women candidates;

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will include women candidates in the board’s evergreen list of potential board nominees; and

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has a target of 33% women directors as members of the board.

Kinross currently has three women directors on the board. Mses. Lethbridge, McGregor and McLeod-Seltzer are standing for re-election at this meeting and if all of the director nominees are re-elected at the meeting, three of the ten board members (30%) will be women. The CGNC specifically considers the level of representation of women on the board when identifying and nominating individuals for election as director and is committed to actively recruiting for women as it advances board succession initiatives going forward.

Beginning in 2020, Kinross began requesting voluntary disclosure from its directors and executive officers on diversity characteristics beyond gender, including visible minorities, Indigenous peoples and persons with disabilities. As part of its commitment to diversity at the board and executive officer levels, and through the company and its subsidiaries, Kinross provides voluntary disclosure of the number and percentage of its board who are members of visible minorities, Indigenous peoples and persons with disabilities (“diverse groups”). Based on the responses received in 2023, the current board of Kinross comprises one director who is a member of the Indigenous Peoples and one director who is a racialized person. If all of the director nominees are elected at the meeting, two of the ten board members (20%) will identify as belonging to the diverse groups (one member of the Indigenous Peoples (10%) and one director who is a racialized person (10%)).

Kinross engages with professional executive search firms as part of its ongoing board succession planning initiatives and engagement letters with the search firms have included explicit instruction to include both women and members of diverse groups for consideration The CGNC continues to review the board diversity policy annually and assess its effectiveness in promoting a diverse board.

Diversity in executive officer appointments

Kinross believes in diversity and values the benefits diversity can bring to the company. In February 2015, Kinross adopted a global written guideline on inclusion and diversity with respect to its employees. The guideline titled “The Kinross Way for Diversity, Equity & Inclusion” was most recently updated in February 2023. It provides guiding principles for promoting a diverse and inclusive culture within Kinross. The guideline interprets diversity to mean all the ways in which the employees of Kinross and its subsidiaries are different, including visible differences such as ethnicity, race, gender, age, and physical appearance, as well as religion, nationality, disability, sexual orientation, education and ways of thinking.

Gender diversity is recognized as one aspect of diversity which the guideline seeks to promote within the company. Kinross has chosen at this time not to target a specific number or percentage of women in executive officer or other positions. Instead, Kinross has established a framework that will help enable the evolution of diverse employee representation, including women as executive officers. Kinross believes this is a more meaningful and sustainable approach to improving inclusion and diversity in the workplace than the establishment of a target. This framework is grounded in meaningful activities, with an overarching goal of increasing the representation of women based on merit. As of March 1, 2024, the representation of women in executive officer positions within Kinross and its subsidiaries was seven women, 17% (March 1, 2023: eight women, 16%), including two in the Senior Leadership Team (33%).

Kinross will strive to include female candidates for all key position openings and it specifically considers the representation of women in making appointments, including for executive officer roles. Although Kinross is committed to diversity, it has not adopted a specific target for the number of women in executive officer roles and in all cases the decision on hiring and promotion will be based entirely on merit. While the initial focus of these activities is gender, it is believed that actions taken to improve the environment and opportunities for women will be beneficial for all employees and increase diversity more broadly at Kinross globally.

In 2021, the charter of the HRCC was amended to include oversight of management’s efforts to establish an inclusive culture where diversity is valued and respected. Annually, the HRCC is apprised of gender diversity statistics and over the last five years

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the percentage of women in the workforce has increased and was 14% at the end of 2023 (2022:13%). The percentage of women in operational roles has also increased from 7% in 2016 to 9.5% in 2023 (2022: 9%).

NEW DIRECTOR ORIENTATION AND CONTINUING EDUCATION

The CGNC, in conjunction with the Independent Chair of the board and the CEO of the company, is responsible for ensuring that new directors are provided with an orientation and education program which includes written information about the duties and obligations of directors (including board and committee charters, company policies and other materials), the business and operations of the company, documents from recent board meetings, and opportunities for meetings and discussion with senior management and other directors.

Continuing education helps directors keep up to date on changing governance issues and requirements, and understand issues the company faces within the context of its business. The board recognizes the importance of ongoing director education and the need for each director to take personal responsibility for this process.

To facilitate ongoing education of the directors, the CGNC, the Independent Chair or the CEO will, as may be necessary from time to time:

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request that directors determine their training and education needs and interests,

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arrange ongoing visitation by directors to the company’s facilities and operations,

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arrange the funding for the attendance of directors at seminars or conferences of interest and relevance to their position as a director of the company, and

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encourage and facilitate presentations by members of management and outside experts to the board or committees on matters of particular importance or emerging significance.

Each of the current directors is encouraged to complete a recognized director education program such as those offered by corporate governance institutes. Kinross provides access to and financial support for continuing education courses, with particular emphasis on best practices in corporate governance, and will cover 100% of the cost to attend and complete selected programs.

The following table provides details regarding various continuing education events during the fiscal year ended December 31, 2023, held for, or attended by, the company’s directors who are standing for re-election at the meeting. In addition to these, the directors receive regular updates from management on matters of particular importance or emerging significance.

Date	Topic	Presented/Hosted by	Attended by
January 2023	Mining Audit Committee Roundtable: Insights for Audit Committee Chairs	KPMG LLP	Elizabeth McGregor
	Tech Savvy Boards — 2023 Tech Trends	Deloitte LLP	Kerry Dyte
	Charting the Future of Canadian Governance and Tech Savvy Boards	Deloitte LLP	Kerry Dyte Catherine McLeod-Seltzer
	Navigating Rising Expectations for Canadian Boards	Institute of Corporate Directors	Kelly Osborne

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Date	Topic	Presented/Hosted by	Attended by
February 2023	Securities Laws Updates and Trends Heading Into Proxy Season	Institute of Corporate Directors	Glenn Ives
	Geopolitics: Implications for Boards of the Shifting Landscape in Europe	Deloitte LLP	Glenn Ives Ave Lethbridge Elizabeth McGregor Catherine McLeod-Seltzer
	Precious Light at the End of the Political-Economy	Wheaton Precious Metals	Glenn Ives
	Audit Committee Practices Report: Priorities and Committee Composition	Deloitte LLP	Elizabeth McGregor
	Sustainability disclosure standards — is your organization ready?	Ernst & Young LLP	Elizabeth McGregor
	The Boards Role in Leveraging Human Capital	Institute of Corporate Directors	Kelly Osborne
	Security Laws Trends and Updates heading into Proxy Season	Benette Jones LLP	Kelly Osborne
	The Year Ahead — Energy Transition, Public Policy & Government	CIBC Capital Markets	Catherine McLeod-Seltzer
	Zero Carbon Should Be the New Norm	CIBC Capital Markets	Catherine McLeod-Seltzer
	Presentation on Current Corporate Governance Issues	Osler, Hoskin & Harcourt LLP	Kerry Dyte Glenn Ives Ave Lethbridge Catherine McLeod-Seltzer Kelly Osborne
March 2023	Technology Trends for Boards	Deloitte LLP	Glenn Ives Ave Lethbridge Catherine McLeod-Seltzer
	Climate and Social Oversight: An Integrated Approach to ESG	Institute of Corporate Directors	Kerry Dyte
	Board Oversight of Cyber Risk: What You Don’t Know Can Hurt You	Institute of Corporate Directors	Glenn Ives
	Climate Change & Biodiversity Risks and Opportunities	Competent Boards	Ave Lethbridge
	Climate Disclosure Requirements and Reporting and Regulatory Trends	Competent Boards	Ave Lethbridge
	The 2023 Federal Budget — Assessing the Impact	CIBC Capital Markets	Catherine McLeod-Seltzer
	Precious Metals Outlook in an Uncertain World	Canaccord Genuity	Catherine McLeod-Seltzer
	Tech Savvy Boards — Risk & Cybersecurity	Deloitte LLP	Catherine McLeod-Seltzer
	Putting humans at the centre of ESG transformations	Ernst & Young LLP	Elizabeth McGregor

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Date	Topic	Presented/Hosted by	Attended by
April 2023	China and Russia: the new balance of power	The Economist	Glenn Ives
	Supply, Demand, and Inflation: A Deep Dive for Boards	Deloitte LLP	Glenn Ives Ave Lethbridge Catherine McLeod-Seltzer
	The impact of bank failures on markets and the economy	Deloitte LLP	Glenn Ives
	Tech-savvy boards: Perspectives and insights on technology	Deloitte LLP	Elizabeth McGregor
	New Climate Disclosure Standards — an Update for Boardrooms	Institute of Corporate Directors	Kelly Osborne
	Employment and Labour Law Insights	Osler, Hoskin & Harcourt LLP	Ave Lethbridge
	Responding to Stakeholder Expectations for Responsible Investment and Insurance	Competent Boards	Ave Lethbridge
	Climate Governance: Ensuring Accountability at the Board Level	Competent Boards	Ave Lethbridge
	Charting the Future of Canadian Governance: Raising the Bar on Risk Management	Deloitte LLP	Catherine McLeod-Seltzer
	Securing Canada’s Energy Future	CIBC Capital Markets	Catherine McLeod-Seltzer
May 2023	Overview of the Capital Investment System	Kinross	Kerry Dyte Glenn Ives Ave Lethbridge Michael Lewis Elizabeth McGregor Catherine McLeod-Seltzer Kelly Osborne David Scott
	Mining Forum — Vancouver	The Canadian Public Accountability Board	Glenn Ives Elizabeth McGregor
	Stakeholder Capitalism in the Canadian Context	Canadian Collision of Good Governance	Ave Lethbridge
	Strategic Implementation Guide to Achieve Net Zero	Competent Boards	Ave Lethbridge
	Financial Reporting Developments Series for Public Companies — IFRS reporting	Ernst & Young LLP	Ave Lethbridge Elizabeth McGregor
	Driving Outperformance from Digital Transformation Lessons from the Boardroom	Deloitte LLP	Ave Lethbridge
	New Climate Disclosure Standards: Impact on Boardrooms	Institute of Corporate Directors	Elizabeth McGregor
	ESG: Beyond Compliance to Strategic Opportunity for Boards	Institute of Corporate Directors	Kerry Dyte
	Pioneers of Climate Change and Nature Action in Business	Competent Boards	Ave Lethbridge
	Setting Corporate Incentive Targets and Evaluating Performance in Uncertain Times	Hugessen Consulting	Catherine McLeod-Seltzer

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Date	Topic	Presented/Hosted by	Attended by
June 2023	Thorny Topics for Audit Committees	Deloitte LLP	Glenn Ives Ave Lethbridge Elizabeth McGregor
	Ukraine at war: the counter-offensive	The Economist	Glenn Ives
	Ethics Conference — Navigating Grey Areas	CPA, Ontario	Glenn Ives
	Trends and Insights from the 2023 Proxy Season: TSX60 Executive Compensation	Hugessen Consulting	Ave Lethbridge Catherine McLeod-Seltzer
	Second Quarter Economic Update with Stephen Poloz	Osler, Hoskin & Harcourt LLP	Ave Lethbridge
	Annual Conference	Institute of Corporate Directors	Glenn Ives Ave Lethbridge Kelly Osborne
	IFRS Institute webcast	KPMG LLP	Elizabeth McGregor
	Shareholder Activism in Canada	Deloitte LLP	Catherine McLeod-Seltzer
	Putting Reconciliation into Practice	Deloitte LLP	Catherine McLeod-Seltzer
July 2023	Introducing the First ISSB Standards: Understanding what they mean for companies around the globe	KPMG LLP	Kerry Dyte Elizabeth McGregor
	Mining Audit Committee Roundtable	KPMG LLP	Elizabeth McGregor
	Audit Committee Update session	Deloitte LLP	Glenn Ives
	Mining Minds	PwC LLP	Elizabeth McGregor Catherine McLeod-Seltzer
	British Columbia Mine Report	PwC LLP	Catherine McLeod-Seltzer
August 2023	OECD Pillar One and Pillar Two: Coming into focus	Deloitte LLP	Elizabeth McGregor
September 2023	The Climate Challenge, the role of the Chair	Deloitte LLP	Glenn Ives Ave Lethbridge
	Disaster in the Boardroom — Six Dysfunctions Everyone should Understand	Deloitte LLP	Glenn Ives
	The Evolving Fraud Landscape	The Canadian Public Accountability Board	Glenn Ives
	Economic Update	Deloitte LLP	Glenn Ives
	OEA Ontario Energy Conference	Ontario Energy Association	Ave Lethbridge
	Navigating the Changing Executive Compensation Landscape	Meridian	Ave Lethbridge
	IFRS Institute: Financial Reporting in Uncertain Times	KPMG LLP	Elizabeth McGregor
	2023 America Mining and Metals Forum	Ernst & Young LLP	Glenn Ives Ave Lethbridge Elizabeth McGregor
	Gold mining industry — orientation and training	Boston Consulting Group	Michael Lewis

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Date	Topic	Presented/Hosted by	Attended by
October 2023	Key Questions for the HR Committee	Institute of Corporate Directors	Glenn Ives
	Talent and the Board	Deloitte LLP	Glenn Ives Ave Lethbridge
	Digital Tsunami: Generative AI	Deloitte LLP	Kerry Dyte Glenn Ives
	Board Risk Education Workshop	Directors Global Risk Consulting Inc.	Ave Lethbridge
	Boosting Your Board Leadership Effectiveness: Relationship Management Strategies to Galvanize your Directors & CEO	Institute of Corporate Directors	Catherine McLeod-Seltzer
	Israel-Hamas Update	Royal Bank of Canada	Catherine McLeod-Seltzer
	The Importance of Indigenous Economic Reconciliation	CIBC Capital Markets	Catherine McLeod-Seltzer
	CEO/Director Symposium	Deloitte LLP	Glenn Ives
	Audit Committee Update	Deloitte LLP	Glenn Ives
November 2023	Federal Impact Assessment Act Supreme Court of Canada decision	Cassels Brock & Blackwell LLP	Glenn Ives Catherine McLeod-Seltzer
	Corporate Governance with Evan Epstein	Deloitte LLP	Catherine McLeod-Seltzer
	Navigating AI From the Boardroom	Institute of Corporate Directors	Kerry Dyte Ave Lethbridge
	The World Ahead 2024	The Economist	Glenn Ives
	The Role of the Board Chair on Climate Strategy	Deloitte LLP	Glenn Ives
	19th Annual Mining Executive and Director Forum	KPMG LLP	Elizabeth McGregor
	Geopolitics in the Year Ahead: The US, Europe & Asia in 2024	Deloitte LLP	Catherine McLeod-Seltzer
December 2023	Navigating the ESG Landscape	Competent Boards	Kerry Dyte Glenn Ives Ave Lethbridge Elizabeth McGregor
	Sustainability Reporting — Navigating evolving expectations	Deloitte LLP	Glenn Ives
	Charting the Future of Canadian Governance	Deloitte LLP	Glenn Ives
	Audit Committee Forum & Roundtable	Egon Zender	Glenn Ives
	Common Threats 2024	Wheaton Precious Metals	Glenn Ives
	Anti-Bribery & Anti-Corruption and Conflicts of Interest	Kinross	Kerry Dyte Glenn Ives Ave Lethbridge Michael Lewis Elizabeth McGregor Catherine McLeod-Seltzer Kelly Osborne David Scott
	The Role of Boards in Overseeing Culture	Institute of Corporate Directors	Glenn Ives

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BOARD TERM AND RENEWAL

In February 2015, the board adopted director service limits in order to assist with appropriate board renewal and succession planning for directors. These are part of the consolidated Corporate Governance Guidelines adopted by the board in November 2015 and most recently amended in February 2021. The board is committed to a process of renewal and succession planning for directors which seeks to bring fresh thinking and new perspectives to the board while also maintaining an appropriate degree of continuity and adequate opportunity for transition of board and board committee roles and responsibilities.

Under these service limits, an independent director shall not stand for re-election at the first annual meeting of shareholders after ten years following the later of (a) February 10, 2015 and (b) the date on which the director first began serving on the board. However, on the recommendation of the CGNC a non-executive director may continue to stand for re-election for up to five additional years so long as the director continues to receive solid annual performance assessments and meets other board policies or legal requirements for board service. An independent director shall not stand for re-election at the first annual meeting of shareholders after reaching age 73, unless otherwise determined by the board. These limits on board service apply notwithstanding that a director has continued to receive solid annual performance assessments, has the needed skills and experience and meets other board policies or legal requirements for board service.

CLIMATE CHANGE

Kinross has a strong governance framework regarding climate change. The board has overall responsibility for ESG matters which includes oversight of climate change-related risks and opportunities. The board receives quarterly updates from the ESG executive committee which includes updates related to climate change and the company's progress on its climate goals. The CRTC is responsible for sustainability oversight at the operational level. The CRTC reviews key policies, management systems, work plans, goals, policies and programs with a particular focus on the assessment and mitigation of health, safety, environmental, climate change, social, geological, mining, metallurgical and other technical risks. The CRTC also receives input on risks and materiality from the ARC.

The ESG executive committee continues to enhance and broaden management’s role in the governance of ESG, including climate change. Comprised of the senior leaders responsible for sustainability, government relations and human resources across the company, the ESG committee reports to the SLT monthly and provides quarterly updates to the board of directors. The ESG executive committee’s mandate is to lead the development of a holistic ESG strategy, which builds upon our strong ESG record and extends beyond our First Priorities. The Vice-President, ESG, is sharply focused on climate-related strategy and reports jointly to the Senior Vice-President, Human Resources, a member of Kinross’ SLT and the Senior Vice-President of External Affairs. Kinross’ cross-functional ESG steering committee also supports the development of ESG and climate strategy by contributing specific perspectives relating to their function and areas of expertise.

In August 2023, Kinross released its 2022 Climate Report. The Climate Report contains disclosure in alignment with the recommendations of the Task Force on Climate-Related Financial Disclosures. The 2022 Climate Report is available on our website at www.kinross.com. The report introduced the first climate change strategy, which outlines a comprehensive greenhouse gas reduction plan to achieve net-zero emissions by 2050 and setting an interim target to achieve a 30% reduction of Scope 1 and Scope 2 greenhouse gas emissions intensity (on a per gold equivalent ounce basis) over the 2021 baseline by 2030. The company’s progress against this target is overseen by the CRTC.

ADDITIONAL GOVERNANCE INFORMATION

About shareholder engagement

Kinross is committed to engaging in constructive and meaningful communication with its shareholders and other stakeholders. Kinross communicates with shareholders and other stakeholders through a variety of channels, including through its annual and quarterly reports and proxy circular, press releases, annual information form, website and industry conferences. Kinross holds a quarterly earnings call which is open to all. Kinross has also adopted a formal shareholder engagement policy which is available upon request to the Corporate Secretary or can be found on the company’s website at www.kinross.com. During 2023, the board and management of Kinross met with a number of shareholders as part of a shareholder outreach program. At these meetings, various items of interest to the shareholders were discussed. For a detailed description of the shareholder outreach initiatives during the previous year, see “Shareholder Engagement and Say on Pay” on page 64.

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Feedback to the board of directors

Shareholders may communicate comments directly to the board by writing to the Independent Chair, care of the Corporate Secretary, at Kinross Gold Corporation, 25 York Street, 15th Floor, Toronto, Ontario, M5J 2V5. All correspondence, with the exception of solicitations for the purchase or sale of products and services and other similar types of correspondence, will be forwarded to the Independent Chair. Alternatively, the Independent Chair may be contacted directly by telephone at (416) 365-5123 (ext. 2002).

Interest of certain persons in matters to be acted upon

No (a) director or executive officer of the company who has held such position at any time since January 1, 2023, (b) proposed nominee for election as a director of the company, or (c) associate or affiliate of a person in (a) or (b), has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon at the meeting, other than the election of directors.

Interest of informed persons in material transactions

Since January 1, 2023, no informed person of the company, nominee for election as a director of the company, or any associate or affiliate of an informed person or nominee, has or had any material interest, direct or indirect, in any transaction or any proposed transaction which has materially affected or will materially affect the company or its subsidiaries.

Indebtedness of directors and officers

To the knowledge of the company, as at March 14, 2023 there was no outstanding indebtedness to the company or its subsidiaries incurred by directors, officers or employees, or former directors, executive officers or employees of the company and its subsidiaries (or any associates of such persons) in connection with the purchase of securities of the company or its subsidiaries or otherwise, and there was no outstanding indebtedness incurred by any such individuals to another entity that was the subject of a guarantee, support agreement, letter of credit or other similar agreement or understanding provided by the company or its subsidiaries. In addition, the company does not grant personal loans to its directors and executive officers (or any associates of such persons), as such terms are defined under the United States Sarbanes-Oxley Act of 2002, except in accordance with that Act.

Directors’ and Officers’ Insurance

The company arranges and maintains insurance for its directors and officers and those of its subsidiaries. The limit of liability applicable to all insured directors and officers under the current policies, which will expire on June 1, 2024, is $225 million in the aggregate, inclusive of defense costs. Under the policies, the company has reimbursement coverage to the extent that it has indemnified the directors and officers in excess of a deductible of $10 million for each loss (subject to certain exceptions that may apply). The total premium charged to the company in respect of coverage for 2023 was $3.2 million (2022: $3.5 million and 2021: $3.4 million), no part of which is or was payable by the directors or officers of the company.

The by-laws and standard indemnity agreements of the company also provide for the indemnification of the directors and officers of the company (and its affiliates) from and against any liability and cost in respect of any action or suit against them in connection with the execution of their duties of office, subject to the limitations contained in the OBCA.

Evaluation of Auditors

The ARC performs an annual evaluation of the company’s auditors, and a more comprehensive evaluation every five years, following the guidelines issued by the Chartered Professional Accountants of Canada and the Canadian Public Accountability Board. The evaluations consider factors such as the independence, objectivity, and professional skepticism of the auditors, the quality and value of the services provided by the engagement team, and the quality of the communications and the interactions with the auditors. In addition, the benefits of the long tenure of the auditors are evaluated considering the controls in place to safeguard auditor independence.

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with each of the ARC members and select members of management, written proposals, in-person presentations, and access to a data room containing information relevant to the tender process. The audit services firms were evaluated based on various criteria including industry experience and expertise, global network, audit approach, audit quality and independence, and technology and innovation. Following a thorough review and evaluation by the ARC and members of management, the ARC selected KPMG to act as the external auditors of the company and will recommend the re-appointment of KPMG for the external audit in respect of the year ended December 31, 2025.

Additional information

Additional information relating to the company can be found under its profile on SEDAR+ at www.sedarplus.ca and on the company’s web site at www.kinross.com. Financial information is provided in the company’s audited consolidated financial statements and management’s discussion and analysis for the year ended December 31, 2023 and can also be found under the company’s profile on SEDAR+ at www.sedarplus.ca. Shareholders may also contact the Vice-President, Investor Relations of the company by phone at (416) 365-5123 or by e-mail at info@kinross.com to request copies of these documents.

Documents and websites referenced herein are not incorporated by reference into this circular unless the incorporation by reference is explicit. References to our website address in this circular are intended to be inactive textual references only.

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CAUTIONARY STATEMENT ON FORWARD-LOOKING INFORMATION

All statements, other than statements of historical fact, contained or incorporated by reference in or made in giving this circular, including, but not limited to, any information as to the future financial or operating performance of Kinross, constitute “forward-looking information” or “forward-looking statements” within the meaning of applicable securities laws, including the provisions of the Securities Act (Ontario) and the provisions for “safe harbor” under the United States Private Securities Litigation Reform Act of 1995 and are based on expectations, estimates, and projections as of the date of this circular. Forward-looking statements contained in this circular include those statements made under the heading “Letter to shareholders from the Chair of the board”, “Executive Summary”, “Letter to shareholders from Chair of the human resource and compensation committee”, “2023 Company Performance Overview”, “2024 SLT Measures” and “2023 RPSU Performance Goals” as well as statements with respect to our guidance for production, cost guidance, including production costs of sales, all-in sustaining cost of sales, and capital expenditures; statements with respect to our guidance for cash flow and free cash flow; the declaration, payment and sustainability of the Company’s dividends; identification of additional resources and reserves or the conversion of resources to reserves; the Company’s liquidity; greenhouse gas reduction initiatives and targets; the implementation and effectiveness of the Company’s ESG or Climate Change strategy; the future performance of the Company's common share trading price; the schedules budgets, and forecast economics for the Company’s development projects; budgets for and future prospects for exploration, development and operation at the Company’s operations and projects, including the Great Bear project; potential mine life extensions at the Company’s operations; the Company’s greenhouse gas emissions reduction targets; the Company’s capital reinvestment program and continuous improvement initiatives and project performance or outperformance, balance sheet and liquidity outlook, as well as references to other possible events including, the future price of gold and silver, the timing and amount of estimated future production, costs of production, operating costs; price inflation; capital expenditures, costs and timing of the development of projects and new deposits, estimates and the realization of such estimates (such as mineral or gold reserves and resources or mine life), success of exploration, development and mining, currency fluctuations, capital requirements, project studies, government regulation, permit applications, environmental risks and proceedings, and resolution of pending litigation. The words “advance”, “continue”, “estimates”, “expects”, “focus”, “forecast”, “guidance”, “on plan”, “on schedule”, “on track”, “opportunity” “outlook”, “plan”, “potential”, “priority”, “prospect”, “target”, “upside”, or variations of or similar such words and phrases or statements that certain actions, events or results may, could, should or will be achieved, received or taken, or will occur or result and similar such expressions identify forward-looking statements. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by Kinross as of the date of such statements, are inherently subject to significant business, economic and competitive uncertainties and contingencies. The estimates, models and assumptions of Kinross referenced, contained or incorporated by reference in this circular, which may prove to be incorrect, include, but are not limited to, the various assumptions set forth herein and in our Management’s Discussion and Analysis (“MD&A”) for the year ended December 31, 2023, and . Known and unknown factors could cause actual results to differ materially from those projected in the forward-looking statements. Such factors include, but are not limited to: the inaccuracy of any of the foregoing assumptions; fluctuations in the currency markets; fluctuations in the spot and forward price of gold or certain other commodities (such as fuel and electricity); price inflation of goods and services; changes in the discount rates applied to calculate the present value of net future cash flows based on country-specific real weighted average cost of capital; changes in the market valuations of peer group gold producers and the Company, and the resulting impact on market price to net asset value multiples; changes in various market variables, such as interest rates, foreign exchange rates, gold or silver prices and lease rates, or global fuel prices, that could impact the mark-to-market value of outstanding derivative instruments and ongoing payments/receipts under any financial obligations; risks arising from holding derivative instruments (such as credit risk, market liquidity risk and mark-to-market risk); changes in national and local government legislation, taxation (including but not limited to income tax, advance income tax, stamp tax, withholding tax, capital tax, tariffs, value-added or sales tax, capital outflow tax, capital gains tax, windfall or windfall profits tax, production royalties, excise tax, customs/import or export taxes/duties, asset taxes, asset transfer tax, property use or other real estate tax, together with any related fine, penalty, surcharge, or interest imposed in connection with such taxes), controls, policies and regulations; the security of personnel and assets; political or economic developments in Canada, the United States, Chile, Brazil, Mauritania or other countries in which Kinross does business or may carry on business; business opportunities that may be presented to, or pursued by, us; our ability to successfully integrate acquisitions and complete divestitures; operating or technical difficulties in connection with mining, development or refining activities; employee relations; litigation or other claims against, or regulatory investigations and/or any enforcement actions, administrative orders or sanctions in respect of the Company (and/or its directors, officers, or employees) including, but not limited to, securities class action litigation in Canada and/or the United States, environmental litigation or regulatory proceedings or any investigations, enforcement actions and/or sanctions under any applicable anti-corruption, international sanctions and/or anti-money laundering laws and regulations in Canada, the United States or any other applicable jurisdiction; the speculative nature of gold exploration and development including, but not limited to, the risks of obtaining and maintaining necessary licenses and permits; diminishing quantities or grades of reserves; adverse changes in our credit ratings; and contests over title to properties, particularly title to undeveloped properties. In addition, there are risks and

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hazards associated with the business of gold exploration, development and mining, including environmental hazards, industrial accidents, unusual or unexpected formations, pressures, cave-ins, flooding and gold bullion losses (and the risk of inadequate insurance, or the inability to obtain insurance, to cover these risks). Many of these uncertainties and contingencies can directly or indirectly affect, and could cause, Kinross’ actual results to differ materially from those expressed or implied in any forward-looking statements made by, or on behalf of, Kinross, including but not limited to resulting in an impairment charge on goodwill and/or assets. Many of these uncertainties and contingencies can directly or indirectly affect, and could cause, Kinross’ actual results to differ materially from those expressed or implied in any forward-looking statements made by, or on behalf of, Kinross, including but not limited to resulting in an impairment charge on goodwill and/or assets. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Forward-looking statements are provided for the purpose of providing information about management’s expectations and plans relating to the future. All of the forward-looking statements made in this circular are qualified by this cautionary statement and those made in our other filings with the securities regulators of Canada and the United States including, but not limited to, the cautionary statements made in the “Risk Analysis” section of our MD&A for the year ended December 31, 2023, and the “Risk Factors” set forth in the Company’s Annual Information Form for the year ended December 31, 2023. These factors are not intended to represent a complete list of the factors that could affect Kinross. Kinross disclaims any intention or obligation to update or revise any forward-looking statements or to explain any material difference between subsequent actual events and such forward-looking statements, except to the extent required by applicable law.

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Letter to
Shareholders

Executive
Summary

Voting

Business of
the Meeting

Directors

Executive
Compensation

Governance

Appendices

APPENDIX A

CHARTER OF THE BOARD OF DIRECTORS

Purpose

Kinross’ Board of Directors is ultimately responsible for the stewardship of the business and affairs of Kinross including the supervision and coaching of management. Kinross’ Board of Directors must act in the best interests of Kinross.

II.

Composition

The Board of Directors shall be constituted at all times of a majority of individuals who are “independent directors” in accordance with applicable legal requirements, including the requirements published by the Canadian Securities Administrators and the Corporate Governance Rules of the New York Stock Exchange, as such rules are revised, updated or replaced from time to time. In addition at least (a) three of the independent directors shall be “independent directors” in accordance with applicable legal requirements for service on an audit committee and (b) three of the independent directors shall satisfy applicable legal requirements for service as an independent director on a compensation committee. A copy of the independence requirements is reproduced in Schedule “A” attached hereto.

III.

Responsibilities

The Board of Directors will discharge its responsibilities directly and through its committees, currently consisting of an Audit and Risk Committee, Human Resources and Compensation Committee, Corporate Responsibility and Technical Committee and Corporate Governance and Nominating Committee. The Board of Directors shall meet regularly to review the business operations, corporate governance, environmental, social and governance (ESG) matters, and financial results of Kinross. Meetings of the Board of Directors shall include regular meetings with management to discuss specific aspects of the operations of Kinross. The “Independent” board members shall also hold separate, regularly scheduled meetings at which management is not in attendance.

The Board of Directors’ responsibilities include, without limitation to its general mandate, the following specific responsibilities:

•

Reviewing and approving all annual and interim financial statements and related footnotes, management’s discussion and analysis, earnings releases and the annual information form.

•

Approving the declaration of dividends, the purchase and redemption of securities, acquisitions and dispositions of material assets and material capital expenditures.

•

Appointing a Chair of the Board of Directors who is an independent director who will be responsible for the leadership of the Board of Directors and for specific functions to enhance the independence of the Board of Directors.

•

The assignment to committees of directors of the general responsibility for developing Kinross’ approach to: (i) corporate governance issues, (ii) nomination of board members; (iii) financial reporting and internal controls; (iv) environmental and social compliance; (v) health and safety compliance; (vi) risk management; and (vii) issues relating to compensation of officers and employees.

•

Succession planning, including the selection, appointment, monitoring, evaluation and, if necessary, the replacement of the Chief Executive Officer and other executives, and assisting in the process so that management succession is, to the extent possible, effected in a manner so as not to be disruptive to Kinross’ operations. The Board will, as part of this function, satisfy itself as to the integrity of the Chief Executive Officer and other executives and that such Chief Executive Officer and executives create and maintain a culture of integrity throughout the Kinross organization.

•

With the assistance of the Human Resources and Compensation Committee:

–

Approving the compensation of the senior management team and establishing compensation and shareholding requirements for directors and disclosing such compensation and shareholdings.

–

Reviewing succession plans for the CEO and other executive officers.

•

With the assistance of the Corporate Governance and Nominating Committee:

–

Developing Kinross’ approach to corporate governance.

–

Overseeing the provision of appropriate orientation and education to new recruits to the Board of Directors and ongoing continuing education to existing directors.

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Voting

Business of
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Directors

Executive
Compensation

Governance

Appendices

–

Reviewing the composition of the Board and considering if an appropriate number of independent directors sit on the Board of Directors.

–

Overseeing an appropriate selection process for new nominees to the Board of Directors.

–

Appointing directors or recommending nominees for election to the Board of Directors at the annual and general meeting of shareholders, on the recommendation of the Corporate Governance and Nominating Committee.

–

The assessment, at least annually, of the effectiveness of the Board of Directors as a whole, the committees of the Board of Directors and the contribution of individual directors, including consideration of the appropriate size of the Board of Directors.

•

With the assistance of the Audit and Risk Committee:

–

Reviewing the integrity of Kinross’ internal control and management information systems. Overseeing compliance with laws and regulations, audit and accounting principles and Kinross’ own governing documents.

–

Selecting, appointing, determining the remuneration of and, if necessary, replacing the independent auditors.

–

Assessing the independence of the auditors.

–

Identifying the principal financial and controls risks facing Kinross and reviewing management’s systems and practices for managing these risks.

–

Reviewing and approving significant accounting and financial matters and the provision of direction to management on these matters.

–

Without limiting the Board of Directors’ overall responsibility to oversee the management of the principal business risks, identifying the principal business risks (including political risks) facing Kinross (other than environmental, climate change, and health and safety risks reviewed by the Corporate Responsibility and Technical Committee) and review of management’s systems and processes for managing such risks.

•

With the assistance of the Corporate Responsibility and Technical Committee:

–

Overseeing the development and implementation of policies and practices of Kinross relating to safety, health, responsible environmental stewardship and positive community relationships.

–

Overseeing management’s performance on safety, health, environmental stewardship and corporate responsibility.

–

Providing oversight to the overall process relating to:

the reporting on the quantity and quality of Kinross’ mineral reserves and resources.

the material exploration, operating, development and technical activities;

identifying and managing technical and operating risks, in conjunction with the Audit and Risk Committee

the review of all material activities related to new projects, project development and the closures of mine/exploration sites, in conjunction with the Corporate Responsibility and Technical Committee

the identification of sustainability risks and opportunities related to the company’s business, the establishment of sustainability and ESG objectives and performance against such objectives.

•

With the assistance of the Officer responsible for investor relations, monitor and review feedback provided by Kinross’ shareholders and other stakeholders.

•

Approving securities compliance policies, including communications policies, of Kinross and reviewing these policies at least annually.

•

Overseeing the accurate reporting of Kinross’ financial performance to shareholders on a timely and regular basis and taking steps to enhance the timely disclosure of any other developments that have a significant and material impact on Kinross.

•

The adoption of a strategic planning process, approval and review, on an annual basis of a strategic plan that takes into account business opportunities and business risks identified by the Audit and Risk Committee and monitoring performance against the plan.

•

The review and approval of corporate objectives and goals and expectations applicable to senior management personnel of Kinross.

•

Reviewing major corporate decisions which require Board approval and approving such decisions as they arise from time to time.

•

Obtaining periodic reports from management on Kinross’ operations including, but without limitation, reports on security issues surrounding Kinross’ assets (property and employees) and the protection mechanisms that management has in place.

•

Ensuring that this Charter is disclosed on a yearly basis to the shareholders in Kinross’ management information circular prepared for the annual and general meeting of shareholders or other disclosure document or on Kinross’ website.

•

Performing such other functions as prescribed by law or assigned to the Board of Directors in Kinross’ constating documents and by-laws.

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Letter to
Shareholders

Executive
Summary

Voting

Business of
the Meeting

Directors

Executive
Compensation

Governance

Appendices

SCHEDULE “A”

Independence Requirements of National Instrument 52-110 — Audit Committees (“NI 52-110”)

A member of the Board shall be considered “independent” if he or she has no direct or indirect material relationship with the Company. A material relationship is a relationship which could, in the view of the Board, reasonably interfere with the exercise of a director’s independent judgement.

The following individuals are considered to have a material relationship with the Company:

(a)

an individual who is, or has been within the last three years, an employee or executive officer of the Company;

(b)

an individual whose immediate family member is, or has been within the last three years, an executive officer of the Company;

(c)

an individual who:

(i)

is a partner of a firm that is the Company’s internal or external auditor;

(ii)

is an employee of that firm; or

(iii)

was within the last three years a partner or employee of that firm and personally worked on the Company’s audit within that time;

(d)

an individual whose spouse, minor child or stepchild, or child or stepchild who shares a home with the individual:

(i)

is a partner of a firm that is the Company’s internal or external auditor;

(ii)

is an employee of that firm and participates in its audit, assurance or tax compliance (but not tax planning) practice, or

(iii)

was within the last three years a partner or employee of that firm and personally worked on the Company’s audit within that time;

(e)

an individual who, or whose immediate family member, is or has been within the last three years, an executive officer of an entity if any of the Company’s current executive officers serves or served at the same time on the entity’s compensation committee; and

(f)

an individual who received, or whose immediate family member who is employed as an executive officer of the Company received, more than $75,000 in direct compensation from the Company during any 12 month period within the last three years, other than as remuneration for acting in his or her capacity as a member of the Board of Directors or any Board committee, or the receipt of fixed amounts of compensation under a retirement plan (including deferred compensation) for prior service for the Company if the compensation is not contingent in any way on continued service.

In addition to the independence criteria discussed above, for audit committee purposes, any individual who:

(a)

has a relationship with the Company pursuant to which the individual may accept, directly or indirectly, any consulting, advisory or other compensatory fee from the Company or any subsidiary entity of the Company, other than as remuneration for acting in his or her capacity as a member of the board of directors or any board committee; or as a part-time chair or vice-chair of the board or any board or committee, or

(b)

is an affiliated entity of the Company or any of its subsidiary entities,

is deemed to have a material relationship with the Company, and therefore, is deemed not to be independent.

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Executive
Summary

Voting

Business of
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Directors

Executive
Compensation

Governance

Appendices

The indirect acceptance by an individual of any consulting, advisory or other compensatory fee includes acceptance of a fee by:

(a)

an individual’s spouse, minor child or stepchild, or a child or stepchild who shares the individual’s home; or

(b)

an entity in which such individual is a partner, member, an officer such as a managing director occupying a comparable position or executive officer, or occupies a similar position (except limited partners, non-managing members and those occupying similar positions who, in each case, have no active role in providing services to the entity) and which provides accounting, consulting, legal, investment banking or financial advisory services to the Company or any subsidiary entity of the Company.

Independence Requirement of NYSE Rules

A director shall be considered “independent” in accordance with NYSE Rules if that director has no material relationship with the Company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the Company) that may interfere with the exercise of his or her independence from management and the Company.

In addition:

(a)

A director who is an employee, or whose immediate family member is an executive officer, of the Company is not independent until three years after the end of such employment relationships.

(b)

A director who receives, or whose immediate family member receives, more than $120,000 per year in direct compensation from the Company, other than director or committee fees and pension or other forms of deferred compensation for prior service (provided such compensation is not contingent in any way on continued service), is not independent until three years after he or she ceases to receive more than $120,000 per year in such compensation.

(c)

A director who is (i) a current partner or employee of the Company’s internal or external auditor, (ii) was within the last three years a partner or employee of the auditor and personally worked on the Company’s audit during that time or (iii) whose immediate family member is a current partner of the Company’s auditor, a current employee of the auditor and personally works on the Company’s audit or was within the last three years a partner or employee of the auditor and personally worked on the Company’s audit during that time is not “independent”.

(d)

A director who is employed, or whose immediate family member is employed, as an executive officer of another company where any of the Company’s present executives serve on that company’s compensation committee is not “independent” until three years after the end of such service or the employment relationship.

(e)

A director who is an employee, or whose immediate family member is an executive officer, of a company that makes payments to, or receives payments from, the Company for property or services in an amount which, in any single fiscal year, exceeds the greater of $1 million, or 2% of such other company’s consolidated gross revenues, is not “independent” until three years after falling below such threshold.

Exceptions to Independence Requirements of NI 52-110 for Audit Committee Members

Every audit committee member must be independent, subject to certain exceptions provided in NI 52-110 relating to: (i) controlled companies; (ii) events outside the control of the member; (iii) the death, disability or resignation of a member; and (iv) the occurrence of certain exceptional circumstances.

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Questions? Need help voting?

Please contact our strategic shareholder advisor and proxy solicitation agent,

Kingsdale Advisors.

www.kingsdaleadvisors.com

North American Toll Free Phone:

1-866-851-3217

Email: contactus@kingsdaleadvisors.com

Outside North America (text and call enabled): 1-437-561-5016

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