Exhibit 99.1

Notice of 2024 Annual and Special Meeting of Shareholders & Notice of Availability of Meeting Materials

NOTICE AND ACCESS NOTIFICATION TO SHAREHOLDERS

You are receiving this notification as Wheaton Precious Metals Corp. (the “Company”) uses the notice and access model for the delivery of its information circular to its shareholders in respect of its annual and special meeting of shareholders to be held on May 10, 2024 (the “Meeting”). Under notice and access, instead of receiving paper copies of the Company’s management information circular for the year ended December 31, 2023 (the “Information Circular”), shareholders are receiving this notice with information on how they may access the Information Circular electronically. However, together with this notification, shareholders continue to receive a proxy or voting instruction form (“VIF”), as applicable, enabling them to vote at the Meeting. The Company has adopted an online virtual meeting platform in addition to the in person meeting location and shareholders are encouraged to participate in the Meeting using this online platform. See important information below on voting at the Meeting using the online platform.

MEETING DATE AND LOCATION

HOW TO ACCESS THE INFORMATION CIRCULAR

The Information Circular can be viewed online as follows:

Shareholders may request paper copies of the Information Circular be sent to them by postal delivery at no cost to them for up to one year from the date the Information Circular was filed on SEDAR by calling toll-free at 1-888-433-6443 or by emailing tsxt-fulfilment@tmx.com. Requests for paper copies must be received at least five business days in advance of the proxy deposit date and time set out in the accompanying proxy or VIF in order to receive the Information Circular in advance of the proxy deposit date and Meeting. The Information Circular will be sent to such shareholders within three business days of their request if such requests are made before the Meeting. Those shareholders with existing instructions on their account to receive a paper copy of meeting materials will receive a paper copy of the Information Circular with this notification. Please note that if you request a paper copy of the Information Circular, you will not receive a new proxy form or VIF, so please keep the original form sent with this notice in order to vote. SHAREHOLDERS ARE REMINDED TO REVIEW THE INFORMATION CIRCULAR PRIOR TO VOTING.

SHAREHOLDERS WILL BE ASKED TO CONSIDER AND VOTE ON THE FOLLOWING MATTERS:

Shareholders with questions about notice and access can call toll free at 1-800-380-8687

VOTING – ONLINE VIRTUAL MEETING PLATFORM

All shareholders participating in our online virtual Meeting platform will be able listen to the Meeting live, ask questions online, and for registered shareholders or proxyholders, submit votes in real time. The online Meeting can be accessed at https://virtual-meetings.tsxtrust.com/1596. Registered shareholders and duly appointed proxyholders (including non-registered shareholders who have duly appointed themselves as proxyholders) may enter the online Meeting platform by clicking “I have a control number” and entering a valid control number and the password “wheaton2024” (case sensitive) before the start of the Meeting. Non-registered shareholders who wish to vote at the Meeting through the online virtual platform must insert their own name in the space provided on the VIF received from the nominee. In so doing, such non-registered shareholder will be instructing its nominee to appoint such non-registered shareholder as proxyholder. Non-registered shareholders must adhere strictly to the signature and return instructions provided by their nominee. It is not necessary to complete the form in any other respect, since such non-registered shareholder will be voting at the Meeting by voting online through the online virtual Meeting platform. Non-registered shareholders who wish to vote at the Meeting must register as proxyholder by contacting TSX Trust Company at 1-866-751-6315 (in North America) or 1 (416) 682-3860 outside North America or by completing the electronic form located at: https://www.tsxtrust.com/control-number-request by 10:30 a.m. PST on Wednesday, May 8, 2024. TSX Trust Company will then provide the non-registered shareholder with a control number by email after the proxy voting deadline has passed. The control number is the non-registered shareholder’s username for the purposes of logging into the Meeting. More information regarding participating in the Meeting online, including browser requirements, is detailed in the Wheaton Virtual Meeting Guide provided with this notice and access notification or on Wheaton’s website at www.wheatonpm.com/Investors/annual-general-meeting/.

VOTING – PROXY

For shareholders who are unable to attend the online virtual Meeting, they may choose to vote by proxy as follows:

Registered shareholders are asked to return their proxies using the following methods by the proxy deposit date noted on your proxy:

Non-registered (or beneficial) shareholders are asked to return their voting instructions using the methods set out on their VIF or business reply envelope, or as set out below, at least one business day in advance of the proxy deposit date noted on your VIF:

Exhibit 99.2 

Table of Contents

Business of the Meeting

Below is a summary of the matters to be acted upon at the 2024 Annual and Special Meeting of shareholders of Wheaton Precious Metals Corp. (“we”, “us”, “our”, the “Company” or “Wheaton”). This summary does not contain all of the information that you should consider, and you should carefully read the entire management information circular (the “Circular”) before voting. For this year’s Meeting, Wheaton has adopted an online virtual meeting platform in addition to the in-person meeting location and we are encouraging our shareholders to participate in the Meeting using this online platform. See “How Do I Join the Wheaton Online Virtual Meeting?” on page 4 for details.

Ordinary Matters

1 Wheaton’s Financial Statements

Wheaton will place before the Meeting its consolidated financial statements for the year ended December 31, 2023. These financial statements have been mailed to shareholders who requested a copy and are available on Wheaton’s website at www.wheatonpm.com, on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov.

Shareholders will be asked to elect 10 members to the Board of Directors. Please refer to the section entitled “Election of Directors” on page 14 for director biographies and details on the election process.

Shareholders will be asked to approve the appointment of Deloitte LLP, Independent Registered Public Accounting Firm, as auditors of Wheaton and to fix their remuneration. Please refer to the section entitled “Appointment of Auditors” on page 99 for details on fees billed by the auditors.

Special Matters

Shareholders will be asked to approve a non-binding advisory resolution on the Company’s approach to executive compensation. Please refer to the section entitled “Executive Compensation” on page 54 and “Special Matters – Say on Pay Advisory Vote” on page 100 for details on Wheaton’s executive compensation and the say on pay advisory vote.

About Wheaton Precious Metals

Wheaton is the world’s premier precious metals streaming company with the highest-quality portfolio of long-life, low-cost assets. We enter into streaming agreements with third-party independent mining companies (“Mining Partners”) to purchase all or a portion of their precious metals or cobalt production and royalty agreements. As consideration, our Mining Partners receive an upfront payment, plus additional payments upon delivery of the metals.

We believe our business model and the quality of our asset portfolio represents a long-term, sustainable option for precious metals investment that offers consistently higher margins with lower risk. We focus on low-cost, long-life mines located in politically stable jurisdictions.

Our current streaming agreements and royalty agreements cover 18 operating mines and 26 development stage projects. We believe that our diversified portfolio of high-quality assets is unparalleled in the industry, providing our investors with:

We believe in investing in our local communities and the communities around our Mining Partners’ operations. In collaboration with our Mining Partners, we share the benefits of mining through a multi-faceted Community Investment Program that supports health, education, employment and other community and environmental benefits for the people and communities in which our Mining Partners operate.

Our leadership in sustainability has been recognized by several ESG rating agencies and organizations. Wheaton is rated “AA” by MSCI and is also top rated in the Precious Metals category for Sustainalytics and is included in the ESG Global 50 Top Rated by Sustainalytics. We are also rated Prime by ISS ESG.

Our Year in Review – 2023

To assist you in reviewing the proposals to be voted upon at the 2024 Annual and Special Meeting of shareholders of Wheaton, this section provides highlights on Wheaton’s performance, compensation and governance matters. However, this summary does not contain all of the information that you should consider, and you should carefully read the entire Circular before voting.

Achievements During 2023 – Making Accretive Investments for Future Growth (1)

Wheaton continues to be the one of the largest precious metal streaming companies in the world. During 2023, Wheaton had some significant achievements, including: 

Key Executive Compensation Results (2)

Overall total executive compensation increased for 2023 when compared to 2022. Key executive compensation results were:

	Base salaries increased by approximately 4% for 2023
	Value of long-term compensation awards paid to CEO increased by approximately 4% in 2023 compared to 2022
	Annual performance-based cash incentive for CEO increased by approximately 44% compared to 2022, reflecting strong corporate performance for 2023
	Approximately 79% of CEO compensation was at risk during 2023, consistent with 2022
	Total compensation paid to CEO in 2023 increased by approximately 13% compared to 2022, primarily due to the annual performance-based cash incentive awards for 2023

2023 Compensation At A Glance

Wheaton’s compensation practices have been adopted with the goals of attracting, retaining and motivating key talent, as well as aligning the interests of management with the interests of Wheaton’s shareholders. Wheaton believes that these compensation practices continue to produce strong performance for Wheaton.

2023 Corporate Governance At A Glance

Wheaton recognizes the importance of corporate governance practices for the effective management of the Company. Details on Wheaton corporate governance practices can be found throughout this Circular.

Notice of 2024 Annual and Special Meeting of Shareholders

Dear Wheaton Shareholders,

You are invited to attend the Annual and Special Meeting of shareholders (the “Meeting”) of Wheaton Precious Metals Corp. (“Wheaton” or the “Company”) for the following purposes:

Shareholders may also transact any other business which may properly come before the Meeting or any adjournment of the Meeting. Wheaton’s board of directors has by resolution fixed the close of business on March 15, 2024 as the record date. Your vote as a shareholder is important.

Wheaton has adopted an online virtual Meeting platform and we encourage all of our shareholders to participate in the Meeting using this online platform. All eligible shareholders participating in our online virtual Meeting platform will be able listen to the Meeting live and ask questions online. For registered shareholders or proxyholders (including non-registered shareholders who have appointed themselves as proxyholder) participating in our online virtual Meeting, such holders will also be able to submit votes at the Meeting in real time. Further information is provided in the section headed “How Do I Join the Wheaton Online Virtual Meeting?” and “How do I ask a Question at the Meeting?”. Shareholders may also attend the Meeting in person. Any shareholder attending in person will be required to comply with the then-current protocols in place at the offices of Cassels, Brock & Blackwell LLP.

If you are unable to attend the online virtual Meeting or in person, Wheaton encourages all shareholders to vote by proxy in advance of the Meeting date. See “General Proxy Information” in the Company’s management information circular (the “Circular”) for details on how you can vote by proxy. If you are a registered shareholder, please complete and return the enclosed form of proxy by no later than 10:30 a.m. (PST) on May 8, 2024. Non-registered shareholders should follow the voting instructions provided to them in the accompanying materials.

Carefully read the Circular accompanying this notice before voting. Wheaton has delivered the Circular by posting it to the Company’s website (www.wheatonpm.com/Investors/annual-general-meeting/) to help reduce paper use and printing costs. The Circular will also be available at www.sedarplus.ca and www.sec.gov and shareholders may request a paper copy of the Circular (at no cost) by calling toll-free at 1-888-433-6443 or by emailing tsxt-fulfilment@tmx.com. Shareholders can request to receive the Company’s annual and/or interim financial statements and management’s discussion and analysis on the form of proxy or voting instruction form accompanying the Circular. Otherwise they are available upon request to the Company or at www.sedarplus.ca, www.sec.gov, or www.wheatonpm.com.

Voting and Proxy Information

Shareholders of record as of March 15, 2024 may cast their votes in any of the following ways:

Voting during virtual Meeting by Registered Shareholders and Non-Registered Shareholders or proxyholders:		Online   Vote at https://virtual-meetings.tsxtrust.com/1596   See “How Do I Join the Wheaton Online Virtual Meeting?” on page 4 and the Virtual Meeting Guide provided by TSX Trust for details.
Proxy Voting in advance by Registered Shareholders:		Online   Vote at www.meeting-vote.com. You will need the 13-digit control number located on the proxy.
		Email   Send to proxyvote@tmx.com
		Mail   Return your completed and signed proxy card using the return envelope that was provided to you.
Proxy Voting in advance by Non-Registered Shareholders:		Online   Vote at www.proxyvote.com. You will need the 16 digit number included in your voting instruction form.
		Phone   Call the telephone number provided on your voting instruction form. You will need the 16 digit number included in your voting instruction form.
		Mail   Return your completed and signed voting instruction form using the return envelope that was provided.
		QR Code   Vote by scanning the QR code included in your voting instruction form to access the voting site from your mobile device.
Voting in Person during Meeting by Registered Shareholders and Non-Registered Shareholders or proxyholders:		See “How do I vote if my shares are registered in my name (registered shareholder)?” on page 3 for Registered Shareholders and “Voting by Non-Registered Shareholders” on page 11 for Non-Registered Shareholders.

Commonly Asked Questions and Answers – Voting and Proxies

Attending the Meeting using Wheaton’s online virtual Meeting platform enables all Wheaton shareholders to watch the Meeting live. Wheaton’s registered shareholders and appointed proxyholders (including non-registered shareholders who have duly appointed themselves as proxyholders) can also ask questions and direct votes at the appropriate times during the Meeting. Guests (including non-registered shareholders who have not duly appointed themselves as a proxy holder) may attend the Meeting, but they are not able to ask questions or vote at the Meeting.

Registered shareholders and duly appointed proxyholders who wish to participate in the online virtual Meeting may do so:

If you choose to participate in the online virtual Meeting as a registered shareholder, you can log into the Meeting by:

Guests, including non-registered shareholders who have not duly appointed themselves as a proxyholder, can log into the Meeting by clicking “I am a guest” and completing the online form. Guests will be able to listen to the Meeting, but will not be able to ask questions or vote.

IMPORTANT TECHNICAL REMINDERS FOR JOINING THE MEETING:

Registered shareholders who want to attend the Meeting and vote online during the Meeting should not complete the form of proxy and should instead follow the instructions below:

Step 1: Log in online at https://virtual-meetings.tsxtrust.com/1596 at least 15 minutes before the Meeting starts. See “How Do I Join the Wheaton Online Virtual Meeting?” for further details.

Step 2: Click “I have a control number” and then enter your control number and password wheaton2024 (case sensitive) and complete an online ballot during the Meeting. The control number is located on the form of proxy or in the email notification you received from TSX Trust Company.

If you use your control number to log into the Meeting and you have previously completed and submitted a proxy, there is no need to vote again as your vote has already been recorded. Any vote you cast at the Meeting will revoke any proxy you previously submitted.

Non-registered shareholders who wish to vote at the Meeting through the online virtual Meeting must insert their own name in the space provided on the voting instruction form received from the nominee. In so doing, such non-registered shareholder will be instructing its nominee to appoint such non-registered shareholder as proxyholder. Non-registered shareholders must adhere strictly to the signature and return instructions provided by their nominee. It is not necessary to complete the form in any other respect, since such non-registered shareholder will be voting at the Meeting by voting online through the online virtual Meeting platform. Non-registered shareholders who wish to vote at the Meeting must also register as proxyholder by contacting TSX Trust Company at 1-866-751-6315 (in North America) or 1 (416) 682-3869 outside North America or by completing the electronic form located at: https://www.tsxtrust.com/control-number-request by 10:30a.m. PST on Wednesday, May 8, 2024. TSX Trust Company will then provide the non-registered shareholder with a control number by email after the proxy voting deadline has passed. The control number is the non-registered shareholder’s username for the purposes of logging into the Meeting.

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 ask questions or vote at the Meeting.

Once the voting is announced, click the voting icon. To vote, simply select the voting direction from the options and click submit to cast your vote.

Please also refer to the Virtual Meeting Guide provided by TSX Trust with the Meeting Materials for further details on voting at the Wheaton online virtual Meeting.

For the in person and the virtual online Meeting, registered shareholders and proxyholders (including non-registered shareholders who have duly appointed themselves as proxyholders) will be able to make motions or raise points of order, and will have the ability to raise questions and provide direct feedback to management as follows:

At the Meeting (Online): Eligible shareholders attending the Meeting may ask questions during the Meeting. If you would like to ask a question, select the “ASK A QUESTION” icon to the left of your screen. Type a message in the chat box in the messaging screen. Once you are happy with your message click the Ask Now button. Questions sent via this TSX Trust Virtual Meeting Platform will be moderated before being sent to the Chair. Once sent to the Chair, the question will read by the Chair of the Meeting or a designee of the Chair and responded to by a representative of Wheaton as they would be at a shareholders meeting that was being held in person.

At the Meeting (In Person): Eligible shareholders attending the Meeting in person may ask questions during the Meeting by raising their hand. The Chair or a designee of the Chair will repeat the question to ensure all online participants are able to hear the question. The question will be responded to by a representative of Wheaton at the appropriate time.

To ensure fairness for all attendees, the Chair of the Meeting will decide on the amount of time allocated to each question and will have the right to limit or consolidate questions and to reject questions that do not relate to the business of the Meeting or to the affairs of Wheaton or which are determined to be inappropriate or otherwise out of order.

Please also refer to the Virtual Meeting Guide provided by TSX Trust with the Meeting Materials for further details on asking a question at the Wheaton online virtual Meeting.

Please also refer to the Virtual Meeting Guide provided by TSX Trust with the Meeting Materials if you have questions or difficulties accessing the online virtual Meeting platform.

Duly completed and executed proxies must be received by the Company’s transfer agent at the address indicated on the enclosed envelope no later than 10:30 a.m. (PST) on May 8, 2024, or no later than 48 hours before the time of any adjourned Meeting (excluding Saturdays, Sundays and holidays).

If you are a non-registered shareholder, contact your nominee.

A. You can contact the Company’s registrar and transfer agent:

General Proxy Information

Solicitation of Proxies

This Circular is furnished to the holders (the “shareholders”) of common shares (the “Common Shares”) in connection with the solicitation of proxies by the management of Wheaton Precious Metals Corp. (“we”, “our”, “us”, “Wheaton” or the “Company”) for use at the annual and special meeting of shareholders (the “Meeting”) of the Company to be held at the time and place and for the purposes set forth in the accompanying Notice of Meeting. References in this Circular to the Meeting include any adjournment or adjournments thereof. It is expected that the solicitation will be primarily by mail, however, proxies may also be solicited personally by regular employees of the Company and the Company may use the services of an outside proxy solicitation agency to solicit proxies. The costs of solicitation will be borne by the Company.

The board of directors of the Company (the “Board”) has fixed the close of business on March 15, 2024 as the record date, being the date for the determination of the registered holders of Common Shares entitled to receive notice of, and to vote at, the Meeting. Duly completed and executed proxies must be received by the Company’s transfer agent at the address indicated on the enclosed envelope no later than 10:30 a.m. (PST) on May 8, 2024, or no later than 48 hours (excluding Saturdays, Sundays and holidays) before the time of any adjourned Meeting (the “Proxy Deposit Date”). Late proxies may be accepted or rejected by the Chair of the Meeting in his sole discretion, and the Chair is under no obligation to accept or reject any late proxy.

Unless otherwise stated, the information contained in this Circular is as of March 20, 2024. All dollar amounts referenced herein, unless otherwise indicated, are generally expressed in Canadian dollars and referred to as “C$”. Amounts expressed in United States dollars are referred to as “US$”. Unless otherwise stated, any United States dollar amounts in this Circular which have been converted from Canadian dollars have been converted at an exchange rate of C$1.00 = US$0.7561, the closing exchange rate for Canadian dollars in terms of the United States dollar, as quoted by the Bank of Canada on December 31, 2023.

Appointment and Revocation of Proxies

The persons named in the enclosed form of proxy are officers or directors of the Company. A shareholder desiring to appoint some other person, who need not be a shareholder, to represent such shareholder at the Meeting, may do so by inserting such person’s name in the blank space provided in the enclosed form of proxy or by completing another proper form of proxy and, in either case, depositing the completed and executed proxy at the office of the Company’s transfer agent indicated on the enclosed envelope no later than the Proxy Deposit Date.

A shareholder forwarding the enclosed proxy may indicate the manner in which the appointee is to vote with respect to any specific item by checking the appropriate space. If the shareholder giving the proxy wishes to confer a discretionary authority with respect to any item of business, then the space opposite the item is to be left blank. The Common Shares represented by the proxy submitted by a shareholder will be voted in accordance with the directions, if any, given in the proxy.

A proxy given pursuant to this solicitation may be revoked by an instrument in writing executed by a shareholder or by a shareholder’s attorney authorized in writing (or, if the shareholder is a corporation, by a duly authorized officer or attorney) and deposited either at the registered office of the Company (Wheaton Precious Metals Corp. c/o Cassels Brock & Blackwell LLP, 40 Temperance Street, Suite 3200, Bay Adelaide-Centre – North Tower, Toronto, Ontario M5H 0B4; Attention: Mark T. Bennett) at any time up to and including the last business day preceding the day of the Meeting or with the Chair of the Meeting on the day of the Meeting prior to the commencement of the Meeting or in any other manner permitted by law.

Exercise of Discretion by Proxies

The persons named in the enclosed form of proxy will vote the Common Shares in respect of which they are appointed in accordance with the direction of the shareholders appointing them. In the absence of such direction, such Common Shares will be voted in the discretion of the person named in the proxy. However, under New York Stock Exchange (“NYSE”) rules, a broker who has not received specific voting instructions from the beneficial owner may not vote the Common Shares in its discretion on behalf of such beneficial owner on “non-routine” proposals, including the election of directors and items set out under “Special Matters” on page 100. Thus, such Common Shares will be included in determining the presence of a quorum at the Meeting and will be votes “cast” for purposes of other proposals but will not be considered votes “cast” for purposes of voting on the election of directors or other non-routine matters.

The enclosed form of proxy confers discretionary authority upon the persons named therein with respect to amendments or variations to matters identified in the Notice of Meeting and with respect to other matters which may properly come before the Meeting. At the time of printing of this Circular, management knows of no such amendments, variations or other matters to come before the Meeting. However, if any other matters which are not now known to management should properly come before the Meeting, the proxy will be voted on such matters in accordance with the best judgment of the named proxies.

Voting by Non-Registered Shareholders

Only registered shareholders of the Company or the persons they appoint as their proxies are permitted to vote at the Meeting. Most shareholders of the Company are “non-registered” shareholders (“Non-Registered Shareholders”) because the Common Shares they own are not registered in their names but are instead registered in the name of the brokerage firm, bank or trust company through which they purchased the Common Shares. Common Shares beneficially owned by a Non-Registered Shareholder are registered either: (i) in the name of an intermediary (an “Intermediary”) that the Non-Registered Shareholder deals with in respect of the Common Shares (Intermediaries include, among others, banks, trust companies, securities dealers or brokers and trustees or administrators of self-administered RRSPs, RRIFs, RESPs and similar plans); or (ii) in the name of a clearing agency (such as CDS Clearing and Depository Services Inc. or The Depository Trust & Clearing Corporation) of which the Intermediary is a participant. In accordance with applicable securities law requirements, the Company is required to distribute copies of this Circular and the form of proxy (which includes a place to request copies of the Company’s annual and/or interim financial statements and MD&A or to waive the receipt of the annual and/or interim financial statements and MD&A). In accordance with National Instrument 54-101 Communication with Beneficial Owners of Securities of a Reporting Issuer, the Company has elected to deliver this Circular to shareholders by (i) distributing a notification of meeting along with the form of proxy to the clearing agencies and Intermediaries (the “Mailed Materials”) for distribution to Non-Registered Shareholders; and (ii) posting this Circular on the Company’s website (www.wheatonpm.com/Investors/annual-general-meeting/). See “Notice and Access” on page 12 for further information.

Intermediaries are required to forward the Mailed Materials to Non-Registered Shareholders unless a Non-Registered Shareholder has waived the right to receive them. Intermediaries often use service companies to forward the Mailed Materials distributed by the Company to Non-Registered Shareholders. Wheaton intends to pay for distribution to objecting Non-Registered Shareholders. Generally, Non-Registered Shareholders who have not waived the right to receive the Mailed Materials will either:

In either case, the purpose of these procedures is to permit Non-Registered Shareholders to direct the voting of the Common Shares of the Company they beneficially own. Should a Non-Registered Shareholder who receives one of the above forms wish to vote at the Meeting in person (or have another person attend and vote on behalf of the Non-Registered Shareholder), the Non-Registered Shareholder should strike out the persons named in the form of proxy and insert the Non-Registered Shareholder or such other person’s name in the blank space provided. Appointed proxyholders should, if attending the virtual online Meeting, be registered as proxyholder with TSX Trust Company in order to receive a control number, as described under How Do I Vote at the Wheaton Online Virtual Meeting? and follow the instructions under How Do I Join the Wheaton Online Virtual Meeting?”. For appointed proxyholders who are attending the Meeting in person, on arrival at the Meeting, they should present themselves to a representative of TSX Trust Company or the Company.

In either case, Non-Registered Shareholders should carefully follow the instructions of their Intermediary, including those regarding when and where the proxy or voting instruction form is to be delivered.

A Non-Registered Shareholder may revoke a voting instruction form or a waiver of the right to receive Mailed Materials and to vote which has been given to an Intermediary at any time by written notice to the Intermediary provided that an Intermediary is not required to act on a revocation of a voting instruction form or of a waiver of the right to receive Mailed Materials and to vote which is not received by the Intermediary at least seven days prior to the Meeting.

Notice and Access

Under Canadian securities laws, reporting issuers are permitted to advise their shareholders of the availability of proxy-related materials, including this Circular on an easily accessible website, rather than mailing physical copies pursuant to the “Notice and Access” rules.

The use of this alternative means of delivery is more environmentally friendly as it helps reduce paper use, the Company’s carbon footprint and the Company’s printing costs. The Company has therefore decided to deliver this Circular to shareholders by posting it on its website (www.wheatonpm.com/Investors/annual-general-meeting/). This Circular will also be available on SEDAR+ at www.sedarplus.ca and on the United States Securities and Exchange Commission website at www.sec.gov. All shareholders will also receive a notice document which will contain information on how to obtain electronic and paper copies of this Circular in advance of the Meeting.

Shareholders who wish to receive paper copies of the Circular may request copies by calling toll-free at 1-888-433-6443 or by emailing tsxt-fulfilment@tsx.com.

Requests for paper copies must be received at least five business days in advance of the proxy deposit date and time set out in the accompanying proxy or voting instruction form in order to receive this Circular in advance of the proxy deposit date and Meeting. This Circular will be sent to such shareholders within three business days of their request if such requests are made before the Meeting. Those shareholders with existing instructions on their account to receive a paper copy of meeting materials will receive a paper copy of this Circular.

Voting Securities and Principal Holders Thereof

As of March 15, 2024, 453,069,254 Common Shares were issued and outstanding. Each Common Share entitles the holder thereof to one vote on all matters to be acted upon at the Meeting. The record date for the determination of shareholders entitled to receive notice of, and to vote at, the Meeting has been fixed at March 15, 2024. In accordance with the provisions of the Business Corporations Act (Ontario) (the “Act”), the Company will prepare a list of holders of Common Shares as of such record date. Each holder of Common Shares named in the list will be entitled to vote the shares shown opposite his or her name on the list at the Meeting. All such holders of record of Common Shares are entitled either to attend and vote thereat in person the Common Shares held by them or, provided a completed and executed proxy shall have been delivered to the Company’s transfer agent within the time specified in the attached Notice of Meeting, to attend and vote thereat by proxy the Common Shares held by them.

To the knowledge of the directors and executive officers of the Company, based upon publicly available information as of March 20, 2024, no person or company beneficially owns, directly or indirectly, or exercises control or direction over, voting securities of the Company carrying more than 10% of the voting rights attached to any class of voting securities of the Company.

Election of Directors

The Company’s Articles of Continuance and rules and laws applicable to the Company provide that the Board consist of a minimum of three and a maximum of ten directors. The Board currently consists of nine directors. The Company’s shareholders have previously passed a special resolution authorizing the directors of the Company to set the number of directors to be elected at a shareholders meeting.

At the Meeting, shareholders will be asked to approve an ordinary resolution for the election of the ten persons named hereunder as directors of the Company (the “Nominees”). Unless authority to do so is withheld, the persons named in the accompanying proxy intend to vote for the election of the Nominees. Management does not contemplate that any of the Nominees will be unable to serve as a director, but if that should occur for any reason prior to the Meeting, it is intended that discretionary authority shall be exercised by the persons named in the accompanying proxy to vote the proxy for the election of any other person or persons in place of any Nominee or Nominees unable to serve. Each director elected will hold office until the close of the first annual meeting of shareholders of the Company following his election or until his successor is duly elected or appointed unless his office is earlier vacated in accordance with the by-laws of the Company. Each of the Nominees, was elected at the last annual and special meeting of the Company’s shareholders held on May 12, 2023, other than Mr. Venkatakrishnan who is standing for election for the first time at the Meeting.

Advance Notice By-law

Under the Company’s By-law No. 3 Advance Notice of Nominations of Directors (the “Advance Notice Policy”) a director nomination must be made, in the case of an annual meeting of shareholders, not less than 30 nor more than 65 days prior to the date of the annual meeting of shareholders, and in the case of a special meeting of shareholders (which is not also an annual meeting of shareholders) called for the purpose of electing directors (whether or not called for other purposes), not later than the close of business on the fifteenth (15th) day following the day on which the first public announcement of the date of the special meeting of shareholders was made. An adjournment or postponement of a meeting of shareholders does not commence a new time period for the giving of a shareholder’s nomination under the Advance Notice Policy. The Advance Notice Policy also sets forth the information that a shareholder must include in the notice to the Company. Please see the Advance Notice Policy which is available on SEDAR+ at www.sedarplus.ca and on the Company’s website under the Corporate Governance heading for full details. As of the date of this Circular, no director nominations have been made by shareholders in connection with the Meeting under the terms of the Advance Notice Policy, and as such the only nominations for directors at the Meeting are the Nominees.

Majority Voting Policy

The Board has adopted a policy which requires that any director nominee who receives a greater number of votes “withheld” from his or her election than votes “for” such election, promptly tender his or her resignation to the Board, to be effective upon acceptance by the Board. The Governance and Sustainability Committee will review the circumstances of the election and make a recommendation to the Board as to whether or not to accept the tendered resignation. The Board must determine whether or not to accept the tendered resignation as soon as reasonably possible and in any event within 90 days of the election. The Board will accept the tendered resignation absent exceptional circumstances and the resignation will be effective when accepted by the Board, and the Company will promptly issue a news release with the Board’s decision. If the Board determines not to accept a resignation, the news release will state the reasons for that decision. Subject to any corporate law restrictions, the Board may fill any resulting vacancy through the appointment of a new director. The director nominee in question may not participate in any committee or Board votes concerning his or her resignation. This policy does not apply in circumstances involving contested director elections.

Board Nominees At A Glance

Wheaton recognizes the importance of diversity, representation and commitment at the Board level. The information below provides an overview of the Nominees, with further details throughout this Circular.

(1) See Directors’ Biographies below for details on attendance.

Director Nominee Biographies

Biographies for each Nominee are set out below. These biographies include an assessment of the areas of expertise of each of the Nominees. Full descriptions of these areas of expertise are included under “Director Experiences, Expertise and Skills” on page 26. Where indicated, additional information is available in the endnotes to these biographies.

	George L. Brack, Chair Age: 62 Director Since: November 24, 2009 (14 years)	Independent   Residence: British Columbia, Canada Principal Occupation: Corporate Director
	Wheaton Committees • None	Areas of Expertise (1) • Managing or leading growth • International • CEO/President • Industry expertise	• Compensation • Investment banking/M&A • Financial literacy • Governance/Board • Risk management
Mr. Brack is the Chair of the Wheaton Board. He retired as Lead Independent Director of Capstone Mining Corp. in May 2023 and served as the non-Executive Chair from 2011-2022. In addition to his current board role, during the past 20 years, Mr. Brack served as a director on the boards of directors of Alio Gold Inc., ValOro Resources Inc. (now Defiance Silver Corp. and formerly Geologix Explorations Inc.), Aurizon Mines Ltd., Newstrike Capital Inc., NovaGold Resources Inc., Red Back Mining Inc. and chaired the board of Alexco Resources Corp.  He has served on audit committees and has been both a member and the chair of compensation/human resource committees, corporate governance committees and special committees responding to takeover offers (Aurizon, Red Back and NovaGold).  Mr. Brack’s 35-year career in the mining industry focused on exploration, corporate development and investment banking, specifically identifying, evaluating and executing strategic mergers and acquisitions, and raising equity capital.  Until 2009, he was Managing Director and Industry Head, Mining at Scotia Capital.  Prior to joining Scotia in 2006, Mr. Brack spent seven years as President of Macquarie North America Ltd. and lead its northern hemisphere mining industry mergers and acquisitions advisory business.  Previously, Mr. Brack was Vice President, Corporate Development at Placer Dome Inc., Vice President in the mining investment banking group at CIBC Wood Gundy and worked on the corporate development team at Rio Algom.  Mr. Brack earned an MBA at York University, a B.A.Sc. in Geological Engineering at the University of Toronto and the CFA designation.
Public Directorships		Public Committee Appointments
• None		• None
2023 Voting Results		2023 Board and Committee Meetings Attended (2)(3)(4)
• Votes For: 322,284,673 (97.61%) • Votes Withheld: 7,878,957 (2.39%)		• Board: 9 out of 9 (100%)
2023 Continuing Education
•      National Association of Corporate Directors (“NACD”), Directors Daily (daily news briefings and updates for corporate directors, 2023) (Daily) •      World Gold Council Presentation – Gold 247, February 8, 2023, Cayman Islands		•      Wheaton Precious Metals – Kevin Mitnick Security Training, June 7, 2023, Webinar •      Wheaton Precious Metals, Cyber Security Awareness Training: 2024 Common Threats, December 1, 2023

		Jaimie Donovan Age: 46 Director Since: May 13, 2022 (2 years)	Independent   Residence: Ontario, Canada Principal Occupation: Corporate Director
		Wheaton Committees • Audit Committee	Areas of Expertise (1) • Managing or leading growth • International • Operations • Industry expertise • Investment banking/M&A • Financial literacy		• Health/Safety/ Environmental/Climate Competency/Sustainability • Governance/Board • Risk management
Ms. Donovan has over 20 years of mining industry experience, spanning roles in operations, technical services, capital allocation and corporate development.  She was the Head of Growth and Evaluations for Barrick Gold Corporation in North America until March 2019.  Prior to that, Ms. Donovan held senior positions at Barrick Gold Corporation as Vice President of Evaluations and Waterton Global Resource Management as a Principal and Head of Evaluations, where she led teams responsible for the due diligence of investment and growth opportunities.  Ms. Donovan has significant technical and operations experience working at mines in Australia and Canada for Barrick Gold Corporation, Goldfields Limited and Western Mining Corp.  Ms. Donovan joined the board of directors of Dundee Precious Metals Inc. in November 2020.  She formerly served on the board of Perpetua Resources from January 2019 to December 2020.  Ms. Donovan holds Bachelor’s degrees in Mining Engineering (B.Eng. Honours) and Commerce (B.Com. Finance) from the University of Western Australia. She has also completed the ICD Director Education Program at the Rotman School of Management.
Public Directorships			Public Committee Appointments
• Dundee Precious Metals Inc. (since 2020)			• Sustainability Committee (Chair) • Corporate Governance and Nominating Committee
2023 Voting Results			2023 Board and Committee Meetings Attended (2)(3)(4)
• Votes For: 322,651,839 (97.72%) • Votes Withheld: 7,511,791 (2.28%)			• Board: 9 out of 9 (100%) • Audit: 4 out of 4 (100%) • Governance and Sustainability: 4 out of 4 (100%)
2023 Continuing Education

	R. Peter Gillin Age: 75 Director Since: October 15, 2004 (19 years)	Independent Residence: Ontario, Canada Principal Occupation: Corporate Director
	Wheaton Committees • Governance and Sustainability Committee	Areas of Expertise (1) • Managing or leading growth • International • CEO/President • Industry expertise	• Compensation • Investment banking/M&A • Financial literacy • Governance/Board • Risk management
Mr. Gillin is a corporate director serving on the Boards of several public companies. Mr. Gillin was a director of Turquoise Hill Resources Ltd. since May 2012, was appointed Chair in January 2017 and resigned in December 2022. He also has served as a director of Dundee Precious Metals Inc. since December 2009 (Chair since May 2022, Deputy Chair from February 2021 and lead director from May 2013 to February 2021) and was appointed as a member of the Advisory Committee for Non-Investment Funds of TD Asset Management Alternative Inc.in August 2020. He is a member of the Advisory Board and Independent Review Committee of Mulvihill Group of funds.  Previously, Mr. Gillin served as a director of TD Mutual Funds Corporate Class Ltd. from 2010 to August 2020, and was a member of the Independent Review Committee of TD Asset Management Inc. from 2003 to June 2020. Mr. Gillin formerly served as a director of Sherritt International Corporation from January 2010 to June 2019 (lead director from June 2017). Until 2009 Mr. Gillin was Chair and Chief Executive Officer of Tahera Diamond Corporation, a diamond exploration, development and production company. Until 2002 he was a career investment banker serving as Vice Chair and a director of N.M. Rothschild & Sons Canada Limited, and prior to that a Managing Director at Scotia Capital. He holds an HBA degree from the Richard Ivey School of Business at the University of Western Ontario and is a Chartered Financial Analyst. He is also a graduate of the Institute of Corporate Directors – Director Education Program at the University of Toronto, Rotman School of Management and has earned the designation of ICD.D from the Institute of Corporate Directors.
Public Directorships		Public Committee Appointments
• Dundee Precious Metals Inc. (since 2009) (Chair)
• Mulvihill Group of funds (since 2021)		• Independent Review Committee & Advisory Boards
Mr. Gillin is a member of the Independent Review Committee and Advisory Board of the Mulvihill Group of funds, which includes four publicly listed investment funds.  As part of this role, Mr. Gillin sits on the board of directors of three of the TSX-listed Mulvihill Group of funds that are corporations, being Premium Income Corporation, S Split Corp. and World Financial Split Corp.  Mr. Gillin’s commitment with the Mulvihill Group of funds is substantially less and not comparable to commitments at typical public companies because the Mulvihill Group of funds (A) have virtually no employees, (B) have an external manager that manages all of the operations of the investment funds, (C) only function as investment funds (rather than operating companies), and (D) have a much-reduced time commitment to the Independent Review Committee and Advisory Board. It is noted that Mr. Gillin has had a perfect attendance record for the companies on which he serves as a director for the last five years, including for Wheaton.
2023 Voting Results		2023 Board and Committee Meetings Attended (2)(3)(4)
• Votes For: 314,292,950 (95.19%) • Votes Withheld: 15,870,680 (4.81%)		• Board: 9 out of 9 (100%) • Human Resources: 5 out of 5 (100%) • Governance and Sustainability: 4 out of 4 (100%)
2023 Continuing Education
•      NACD, Directors Daily (daily news briefings and updates for corporate directors, 2023) (Daily) •      World Gold Council Presentation – Gold 247, February 8, 2023, Cayman Islands •      Wheaton Precious Metals – Kevin Mitnick Security Training, June 7, 2023, Webinar •      Dundee Precious Metals Director Education – Non-Financial Reporting Frameworks, hosted by Dupont Sustainable Solutions, June 12, 2023, Toronto •      Dundee Precious Metals Director Education – PwC, Carbon Markets, November 7, 2023, Toronto		•      KPMG, Annual Mining Executive and Director Forum, November 11, 2023, Webinar •      ICD, Navigating AI from the Boardroom, November 30, 2023, Webinar •      Wheaton Precious Metals, Cyber Security Awareness Training: 2024 Common Threats, December 1, 2023 •      Dundee Precious Metals Director Education – Serbia’s Political and Social Landscape, December 5, 2023, Webinar

	Chantal Gosselin Age: 54 Director Since: November 8, 2013 (10 years)	Independent   Residence: British Columbia, Canada Principal Occupation: Corporate Director
	Wheaton Committees • Governance & Sustainability Committee • Human Resources Committee	Areas of Expertise (1) • Managing or leading growth • International • Operations • Industry expertise • Compensation	• Investment banking/M&A • Financial literacy • Health/Safety/Environmental/ Climate Competency/ Sustainability • Governance/Board • Risk management
Ms. Gosselin is an experienced corporate board member with 30 years combined experience in mining operations and capital markets. Her involvement in the financial markets ranges from asset management to sell side analyst. Ms. Gosselin held positions as Vice President and Portfolio Manager at Goodman Investment Counsel and Senior Mining Analyst at Sun Valley Gold LLP, along with various analyst positions earlier in her career. Ms. Gosselin also held various mine-site management positions in Canada, Peru and Nicaragua, giving her firsthand experience in underground and open pit mine development and production in diverse cultural and social environments. Ms. Gosselin has a Masters of Business Administration from Concordia University and a Bachelor of Science (Mining Engineering) from Laval University and has completed the ICD – Director Education Program. She currently serves on the boards of a variety of TSX-listed companies in the natural resources sectors.
Public Directorships		Public Committee Appointments
• Ero Copper Corp. (since 2019)   • Prime Mining Corp. (since 2022)   • Pan American Silver Corp. (since 2023)		• Audit Committee • Environmental, Health, Safety and Sustainability Committee (Chair)   • Compensation Committee (Chair) • Corporate Governance Committee   • Environment, Health, Safety and Sustainability Committee • Audit Committee
2023 Voting Results		2023 Board and Committee Meetings Attended (2)(3)(4)
• Votes For: 315,923,913 (95.69%) • Votes Withheld: 14,239,717 (4.31%)		• Board: 8 out of 9 (89%) • Human Resources: 5 out of 5 (100%) • Governance & Sustainability: 4 out of 4 (100%)
2023 Continuing Education
•      NACD, Directors Daily (daily news briefings and updates for corporate directors, 2023) (Daily) •      World Gold Council Presentation – Gold 247, February 8, 2023, Cayman Islands •      E&Y, Succession planning success webinar, February 13, 2023, Webinar •      BMO, Global Mining Conference, Florida, February 27-29, 2023 •      NACD, Compensation Webinar: The Key to Executive Retention, April 6, 2023 •      Deloitte - Charting the Future of Canadian Governance: Raising the Bar on Risk Management, April 17, 2023 •      Deloitte - Podium Club: Quarterly Audit Committee Update, April 27, 2023 •      Wheaton Precious Metals – Kevin Mitnick Security Training, June 7, 2023, Webinar •      Hugessen Consulting - Trends and Insights from the 2023 Proxy Season: TSX60 Board Governance & ESG Webinar, June 6, 2023 •      Deloitte - Thorny Topics for Audit Committees, June 7, 2023 •      Hugessen Consulting - Trends and Insights from the 2023 Proxy Season: TSX60 Exec Compensation, June 22, 2023 •      ICD - Beyond 2023 Proxy Season Insights, June 27, 2023 •      ICD - The Proxies Are Done: Putting Pay Versus Performance in Perspective, June 29, 2023		•      Deloitte - Tech Savvy Boards: AI | Generative AI, July 11, 2023 •      Canada Climate Law Initiative, Reporting of Non-Financial Information, June 17, 2022, Webinar •      Deloitte - Podium Club: Audit Committee Update session, July 27, 2023 •      Deloitte - Podium Club: Audit Committee Update session, July 27, 2023 •      ICD - Navigating Climate Governance: Legal Update for Directors, August 23, 2023 •      Deloitte, The Climate Challenge: The Role of the Chair, September 12, 2023 •      Deloitte, Disaster in the Boardroom, September 19, 2023 •      ICD, M&A Activism Preparedness, September 21, 2023 •      ICD, The Future of Sustainability Reporting with ISSB Standards, September 28, 2023 •      Deloitte, Digital Tsunami: Generative AI Webinar, October 10, 2023 •      KPMG, International ESG reporting: ISSB and ESRSs, October 10, 2023 •      ICD, Key Questions to the HR Committee, October 18, 2023 •      Scotia Mining Conference, Toronto, November 28, 2023 •      Wheaton Precious Metals, Cyber Security Awareness Training: 2024 Common Threats, December 1, 2023

	Jeane Hull Age: 69 Director Since: May 12, 2023 (1 year)	Independent   Residence: Rapid City, South Dakota, United States Principal Occupation: Corporate Director
	Wheaton Committees • Audit Committee	Areas of Expertise (1) • Managing or leading growth • International • Operations • Industry expertise • Financial literacy	• Compensation • Health/Safety/ Environmental/Climate Competency/Sustainability • Governance/Board • Risk management
Ms. Hull has over 35 years of mining operational leadership and engineering experience, most notably holding the positions of Chief Operating Officer for Rio Tinto plc at the Kennecott Utah Copper Mine and Executive Vice President and Chief Technical Officer of Peabody Energy Corporation. She also held numerous management engineering and operations positions with Rio Tinto affiliates. Prior to joining Rio Tinto, she held positions with Mobil Mining and Minerals and has additional environmental engineering and regulatory affairs experience in the public and private sectors. In addition to her extensive mining experience, Ms. Hull has 10 years of independent director experience. Ms. Hull currently serves as a member of the Board of Directors of Hudbay Minerals Inc., Epiroc AB and Coeur Mining, Inc. She previously served on the boards of Trevali Mining Company, Copper Mountain Mining Corporation, Pretium Resources Inc. and Cloud Peak Energy Inc.  Ms. Hull also served on the Advisory Board for South Dakota School of Mines and Technology.
Public Directorships		Public Committee Appointments
• Coeur Mining, Inc.   • Hudbay Mining Company   • Epiroc AB		• Finance and Investment Committee • Compensation and Leadership Development Committee • Environmental, Health, Safety and Corporate Responsibility Committee (Chair)   • Environmental, Health, Safety and Sustainability Committee • Technical Committee
2023 Voting Results		2023 Board and Committee Meetings Attended (2)(3)(4)(5)
• Votes For: 327,888,602 (99.31%) • Votes Withheld: 2,275,028 (0.69%)		• Board: 5 out of 5 (100%) • Audit: 2 out of 2 (100%)
2023 Continuing Education
•      NACD, Directors Daily (daily news briefings and updates for corporate directors, 2023) (Daily) •      World Gold Council Presentation – Gold 247, February 8, 2023, Cayman Islands •      Copper Mountain Mine Tour, April 25, 2023 •      Wheaton Precious Metals – Kevin Mitnick Security Training, June 7, 2023, Webinar •      Coeur Mining, Rochester Mine and Mill Tour and Expansion Project, July 18, 2023		•      Coeur Mining – ESG Training, September 3, 2023, Webinar •      NACD – Cybersecurity Certificate, September 23 – December 30, 2023, Virtual •      Hudbay, Lalor Mine, Mill and Infrastructure Mine Tour, September 28-29, 2023 •      Wheaton Precious Metals, Cyber Security Awareness Training: 2024 Common Threats, December 1, 2023

	Glenn Ives Age: 63 Director Since: May 14, 2020 (4 years)	Independent   Residence: British Columbia, Canada Principal Occupation: Corporate Director
	Wheaton Committees • Human Resources Committee	Areas of Expertise (1) • Managing or leading growth • International • CEO/President • Industry expertise • Compensation • Investment banking/M&A • Financial literacy	• Health/Safety/ Environmental/ Climate Competency/Sustainability • Governance/Board • Risk management
Mr. Ives joined the Board of Wheaton in May 2020. Mr. Ives retired as a Canadian partner of Deloitte LLP on March 31, 2020. He served as the Executive Chair of Deloitte Canada from 2010 and 2018, a director of Deloitte Global from 2010 to 2018 and Chair of the Deloitte Global Risk Committee from 2012 to 2018. Mr. Ives was the leader of the North and South America Mining group for Deloitte from 2007 to 2020. He served as an audit partner at Deloitte serving public mining companies from 1999 to 2010. Mr. Ives currently serves as a director of Kinross Gold Corporation and NervGen Pharma Corp. From 1993 to 1999, Mr. Ives was the Chief Financial Officer and a Director of Vengold Inc. He served as a director of Lihir Gold Inc. from 1997 to 1999. Mr. Ives served as the Vice-President of Finance of TVX Gold Inc. from 1988 to 1993. Mr. Ives has extensive corporate governance experience with non-profit organizations including serving as Chair of the St. Paul’s Foundation (Vancouver) and as a director of the Princess Margaret Cancer Foundation from 2010 to 2019 and Chair from 2016 to 2018. Mr. Ives holds a Bachelor of Mathematics degree (honors) from the University of Waterloo, graduating on the Dean’s Honor List. He is a Fellow of the Chartered Professional Accountants of British Columbia, a member of the Chartered Professional Accountants of Ontario and was the Ontario Gold medalist for the Uniform Final Exams in 1984. Mr. Ives is also a member of the ICD and the NACD.
Public Directorships		Public Committee Appointments
• Kinross Gold Corporation (since 2020)		• Audit & Risk Committee (Chair) • Human Resources and Compensation Committee
• NervGen Pharma Corp. (since 2021)		• Audit Committee (Chair) • Nominating & Corporate Governance Committee
2023 Voting Results		2023 Board and Committee Meetings Attended (2)(3)(4)
• Votes For: 327,605,660 (99.23%) • Votes Withheld: 2,557,970 (0.77%)		• Board: 9 out of 9 (100%) • Human Resources: 5 out of 5 (100%)
2023 Continuing Education
•      NACD, Directors Daily (daily news briefings and updates for corporate directors, 2023) (Daily) •      ICD – Securities Laws Updates and Trends Heading into Proxy Season, February 1, 2023 •      World Gold Council Presentation – Gold 247, February 8, 2023, Cayman Islands •      Deloitte, Geopolitics: Implications for Boards of the Shifting Landscape in Europe, February 16, 2023 •      Deloitte, Tech Trends for Boards, March 2, 2023 •      ICD, Cyber Update, March 29, 2023 •      Deloitte Podium Club, The impact of bank failures on the market and economy, April 11, 2023 •      Economist, China and Russia: the new balance of power, April 14, 2023 •      Deloitte, Supply, Demand and Inflation: A Deep Dive for Boards, April 18, 2023 •      CPAB, Mining Forum, May 30, 2023, Vancouver •      Deloitte, Thorny Topics for Audit Committees, June 7, 2023 •      ICD, Annual Conference, June 14, 2023 •      Economist, Ukraine at War: the counter-offensive, June 16, 2023 •      CPA Ontario, Ethics Conference – Navigating Grey Areas, June 22, 2023 •      Deloitte, Audit Committee Update Session, July 27, 2023 •      Deloitte, The Climate Challenge – the role of the Chair, September 12, 2023 •      EY, America’s Mining and Metals Forum, September 14, 2023 •      Deloitte, Disaster in the Boardroom – Six Dysfunctions Everyone should Understand, September 19, 2023		•      CPAB, CPAC Symposium, The Evolving Fraud Landscape, September 26, 2023 •      Deloitte, Economic Update, September 28, 2023 •      Deloitte, Digital Tsunami: Generative AI, October 10, 2023 •      Deloitte, Talent and the Board, October 17, 2023 •      ICD, Key Questions for the HR Committee, October 18, 2023 •      Deloitte, Audit Committee Update, October 25, 2023 •      Deloitte, CEO / Director Symposium, October 26, 2023 •      Cassels, Federal Impact Assessment Act Supreme Court of Canada decision, November 2, 2023 •      Deloitte, The Role of the Board Chair on Climate Strategy, November 15, 2023 •      Economist, The World Ahead 2024, November 16, 2023 •      Kinross, Anti-Bribery & Anti-Corruption and Conflicts of Interest, December 1, 2023 •      Wheaton Precious Metals, Cyber Security Awareness Training: 2024 Common Threats, December 1, 2023 •      Egon Zender, Audit Committee Forum & Roundtable, December 6, 2023 •      Deloitte, Sustainability Reporting – Navigating evolving expectations, December 7, 2023 •      ICD, The Role of Boards in Overseeing Culture, December 7, 2023 •      Kinross / Competent Boards, Navigating the ESG Landscape, December 11, 2023 •      Deloitte, Charting the Future of Canadian Governance, December 13, 2023

	Charles Jeannes Age: 65 Director Since: November 9, 2016 (7 years)	Independent   Residence: Reno, Nevada, U.S.A. Principal Occupation: Corporate Director
	Wheaton Committees • Governance & Sustainability Committee, Chair • Human Resources Committee	Areas of Expertise (1) • Managing or leading growth • International • CEO/President • Industry expertise • Compensation • Investment banking/M&A	• Financial literacy • Health/Safety/ Environmental/Climate Competency/Sustainability • Governance/Board • Risk management
Mr. Jeannes joined the Board of Wheaton in November 2016.  Mr. Jeannes is a mining industry veteran with over 30 years of experience. As President and CEO of Goldcorp Inc. (now Newmont Corporation) from December 2008 to April 2016, he led Goldcorp’s development into one of the world’s largest and most successful gold mining companies with mining operations and development projects located throughout the Americas. Mr. Jeannes formerly held the role of Executive Vice President, Corporate Development of Goldcorp where he managed a series of M&A transactions that contributed to the company’s significant growth. Prior to joining Goldcorp, Mr. Jeannes held senior positions with Glamis Gold Ltd. and Placer Dome Inc. Mr. Jeannes was formerly a director of Tahoe Resources Inc. until its acquisition by Pan American Silver Corp. in early 2019 and currently serves as a director of Pan American Silver Corp. and Chair of Orla Mining Ltd.  He holds a B.A. degree from the University of Nevada (1980) and graduated from the University of Arizona College of Law with honors in 1983. He practiced law for 11 years and has broad experience in capital markets, mergers and acquisitions, public and private financing and international operations. Mr. Jeannes has received numerous awards including British Columbia CEO of the Year for 2013, Canada’s Most Admired CEO for 2015, 2016 Alumnus of the Year for the University of Nevada and 2015 Alumnus of the Year for the University of Arizona College of Law. Mr. Jeannes is involved in various philanthropic activities and currently serves as a Trustee of the Wolf Pack Athletic Association at the University of Nevada.
Public Directorships		Public Committee Appointments
• Pan American Silver Corp. (since February 2019)		• Human Resources and Compensation Committee (Chair) • Nominating and Governance Committee
• Orla Mining Ltd. (Chair) (since June 2017)		• Compensation Committee • Audit Committee • Corporate Governance and Nominating Committee
2023 Voting Results		2023 Board and Committee Meetings Attended (2)(3)(4)
• Votes For: 306,763,045 (92.91%) • Votes Withheld: 23,400,585 (7.09%)		• Board: 9 out of 9 (100%) • Human Resources: 5 out of 5 (100%) • Governance and Sustainability: 3 out of 4 (75%)
2023 Continuing Education
•      NACD, Directors Daily (daily news briefings and updates for corporate directors, 2023) (Daily) •      World Gold Council Presentation – Gold 247, February 8, 2023, Cayman Islands •      BMO Global Metals and Mining Conference, February 26 – March 1, 2023, Florida		•      PDAC Mining Conference, March 5-8, 2023, Toronto •      Wheaton Precious Metals – Kevin Mitnick Security Training, June 7, 2023, Webinar •      Denver Gold Forum, September 17-20, 2023, Denver, Colorado •      Wheaton Precious Metals, Cyber Security Awareness Training: 2024 Common Threats, December 1, 2023

	Marilyn Schonberner Age: 64 Director Since: February 26, 2018 (6 years)	Independent   Residence: Alberta, Canada Principal Occupation: Corporate Director
	Wheaton Committees • Audit Committee, Chair • Human Resources Committee	Areas of Expertise (1) • Managing or leading growth • International • Compensation • Financial literacy	• Health/Safety/ Environmental/Climate Competency/Sustainability • Governance/Board • Risk management
Ms. Schonberner is a Corporate Director with over 35 years of international experience in the Energy and Mining sectors.  She retired in 2018 as the Chief Financial Officer of Nexen Energy ULC.  During her 21-year career with Nexen, she held various executive roles with responsibility for financial and risk management, audit, human resources, strategic planning and budgeting, supply chain, and information services.  Ms. Schonberner currently serves on the board of directors of New Gold Inc. where she is the Chair of the Audit Committee and a member of the Governance and Nominating Committee.  She holds a Bachelor of Commerce from the University of Alberta and a Master of Business Administration from the University of Calgary. She is a CPA, CMA and a Certified Internal Auditor. Ms. Schonberner completed the Senior Executive Development Programme at the London Business School and has obtained the ICD.D designation from the ICD.
Public Directorships		Public Committee Appointments
• New Gold Inc. (since July 2017)		• Audit Committee (Chair) • Governance and Nominating Committee
2023 Voting Results		2023 Board and Committee Meetings Attended (2)(3)(4)
• Votes For: 323,870,891 (98.09%) • Votes Withheld: 6,292,739 (1.91%)		• Board: 9 out of 9 (100%) • Audit: 4 out of 4 (100%) • Human Resources: 5 out of 5 (100%)
2023 Continuing Education
•      NACD, Directors Daily (daily news briefings and updates for corporate directors, 2023) (Daily) •      ICD, Governance in Uncertain Times, January 18, 2023, Webcast •      Deloitte Podium Club, Charting the Course of Canadian Governance (Session 1), January 25, 2023, Webcast •      World Gold Council Presentation – Gold 247, February 8, 2023, Cayman Islands •      ICD, Navigating Rising Expectations for Canadian Boards, February 21, 2023, Webcast •      Deloitte Podium Club, Charting the Course of Canadian Governance (Session 2), February 22, 2023, Webcast •      ICD, Energy Transitions – Questions every Board should be Asking, March 1, 2023 Webinar •      Osler, First Quarter Economic Update with Stephen Poloz, March 1, 2023 Webinar •      Deloitte Global Boardroom – Tech trends for Boards, March 2, 2023 Webinar •      Deloitte Mining & Metals Workshop Series: Leading Transformations, Achieving Net-Zero in Mining, March 6, 2023, In-Person		•      Deloitte Global Boardroom, Supply, Demand, and Inflation: A Deep Dive for Boards, April 18, 2023, Webinar •      Deloitte Podium Club, Quarterly Audit Committee Update, April 27, 2023, Webinar •      Wheaton Precious Metals – Kevin Mitnick Security Training, June 7, 2023, Webinar •      Deloitte, Challenges for Remuneration Committees, June 22, 2023, Webinar •      Deloitte Podium Club, Audit Committee Update, October 25, 2023 Webinar •      Wood Mackenzie, Charting a Path Through the Energy Transition, November 21, 2023 Webinar •      Wheaton Precious Metals, Cyber Security Awareness Training: 2024 Common Threats, December 1, 2023 •      Mining Industry HR Council, The Importance of Gender Equity in Mining, December 9, 2023, Online Training •      Deloitte, Charting the Future of Canadian Governance, December 13, 2023, Webinar

	Randy V.J. Smallwood Age: 59 Director Since: May 6, 2011 (12 years)	Non-Independent (6)   Residence: British Columbia, Canada Principal Occupation: President and Chief Executive Officer of the Company
	Wheaton Committees • None	Areas of Expertise (1) • Managing or leading growth • International • CEO/President • Operations • Industry expertise • Compensation • Investment banking/M&A	• Financial literacy • Health/Safety/Environmental/ Climate Competency/ Sustainability • Governance/Board • Risk management
Mr. Smallwood holds a geological engineering degree from the University of British Columbia and a mine engineering diploma from the British Columbia Institute of Technology. Mr. Smallwood was involved in the founding of Wheaton and in 2007, he joined Wheaton full time as Executive Vice President of Corporate Development, primarily focusing on growing the Company through the evaluation and acquisition of silver stream opportunities. In January 2010 he was appointed President, and in April 2011 he was appointed Wheaton’s Chief Executive Officer. Mr. Smallwood originally started as an exploration geologist with Wheaton River Minerals Ltd., and in 2001 was promoted to Director of Project Development, his role through its 2005 merger with Goldcorp. Mr. Smallwood was an instrumental part of the team that built Wheaton River / Goldcorp into one of the largest, and more importantly, one of the most profitable gold companies in the world, and he is now focused on continuing to add to the impressive growth profile of Wheaton. Mr. Smallwood formerly served on the boards of Defiance Silver Corp. (formerly ValOro Resources Inc. and Geologix Explorations Inc.) from 2005 to 2019, Ventana Gold from 2008 to 2011, Castle Peak Resources from 2010 to 2012, and Tigray Resources Inc. from 2011 to 2014. Mr. Smallwood is also the Chair of MineralsEd BC and serves as a past Chair and board member of the World Gold Council, and as a board member of Special Olympics BC and Mining4Life. Mr. Smallwood also previously served on the board of the BC Cancer Foundation. In 2015, Mr. Smallwood received the British Columbia Institute of Technology Distinguished Alumni Award.
Public Directorships		Public Committee Appointments
• None		• None
2023 Voting Results		2023 Board and Committee Meetings Attended (2)(3)(4)
• Votes For: 327,027,044 (99.05%) • Votes Withheld: 3,136,586 (0.95%)		• Board: 9 out of 9 (100%)
2023 Continuing Education
•      NACD, Directors Daily (daily news briefings and updates for corporate directors, 2023) (Daily) •      MacKay CEO Forums (throughout the year) •      CIBC, Western Institutional Investor Conference, January 18 – 20, 2023, Whistler •      World Gold Council Presentation – Gold 247, February 8, 2023, Cayman Islands •      BMO Global Mining Conference, February 26-March 1, 2023, Hollywood, Florida •      Bank of America, Global Metals, Mining and Steel Conference, May 16-18, 2023, Miami, Florida		•      PDAC, Mining Conference, March 5-8, 2023, Toronto •      Denver Gold Forum, September 17-20, 2023, Denver, Colorado •      LBMA, Precious Metals Conference, October 15-17, 2023, Barcelona, Spain •      LME, LME Week, October 8-13, 2023, London, UK •      Scotiabank Mining Conference, November 28-29, 2023, Toronto •      Wheaton Precious Metals, Cyber Security Awareness Training: 2024 Common Threats, December 1, 2023 •      LGBTQ2+ Diversity and Inclusion Training for Workplaces, December 2023, Online Training Module

	Srinivasan Venkatakrishnan Age: 58 Director Since: To be appointed at Meeting Wheaton Committees	Independent   Residence: Ireland Principal Occupation: Corporate Director
	• None	Areas of Expertise (1) • Managing or leading growth • International • CEO/President • Operations • Industry Experience • Compensation • Investment Banking/M&A	•Financial Literacy • Health/Safety/ Environmental/Climate Competency/Sustainability • Governance/Board • Risk management
Mr. Venkatakrishnan is a Corporate Director and an experienced mining executive who brings a wealth of mining and financial experience, gained through his vast experience of leading global mining businesses, in a career that has spanned across 17 countries and six continents.  Mr. Venkatakrishnan has a proven track record of leading multinational organizations - including major publicly listed companies - through periods of challenging and transformative change. He is currently the Chair of Endeavour Mining plc. and a director of BlackRock World Mining Trust plc. He is also, until March 31, 2024, a Director of Weir Group Plc. Previously, Mr. Venkatakrishnan served as CEO of Vedanta Resources plc from 2018 to 2020 and was CEO of AngloGold Ashanti Limited between 2013 to 2018, having previously been Chief Financial Officer of the business from 2005, and of Ashanti Goldfields Limited from 2000. In his early career, he was a Director with Deloitte in London, leading corporate restructurings on behalf of both corporates and financiers.  Mr. Venkatakrishnan is a past board member of the World Gold Council, International Council on Mining and Metals, Business Leadership South Africa, the Chamber of Mines of South Africa and a past member of the Financial Review Investigation Panel of the Johannesburg Stock Exchange.
Public Directorships		Public Committee Appointments
• Endeavour Mining plc. (since July 2022)       • Blackrock World Mining Trust plc (since 2021)   • Weir Gold plc. (since 2021) (Mr.Venkatakrishnan will be leaving the Weir Group plc. Board on March 31, 2024)		• Corporate Governance & Nominations Committee • ESG Committee • Technical, Health & Safety Committee   • Audit Committee (Chair)   • Audit Committee
2023 Voting Results		2023 Board and Committee Meetings Attended (7)
• N/A (7)		• N/A
2023 Continuing Education
•      NACD, Directors Daily (daily news briefings and updates for corporate directors, 2023) (Daily)

Director Experiences, Expertise and Skills

On an annual basis, the Governance and Sustainability Committee considers the strategies of the Company to identify what experiences, expertise and skills are required of the Board in exercising its oversight responsibilities. Listed below is a summary of those areas of expertise.

Areas of Expertise & Skills Matrix

The Governance and Sustainability Committee then compares those areas of expertise to the areas of expertise of the current members of the Board and uses this assessment in considering the composition of the Board and identifying what skills the Company should be recruiting for when making changes or additions to the Board. See “Nomination of Directors” on page 40 for further discussion regarding the process through which nominees are identified.

The biographies above and the skills matrix below summarize the qualifications and experience of each of the members of the Board that led the Governance and Sustainability Committee to conclude that such member is qualified to serve on the Board. The lack of a specifically identified area of expertise does not mean that the Nominee does not possess that qualification or skill. Rather, a specifically identified area of expertise indicates that the Board currently relies upon that Nominee for that expertise.

Cease Trade Orders, Bankruptcies, Penalties or Sanctions

To the knowledge of the Company, no proposed director of the Company is, or within ten years prior to the date hereof has been, a director, chief executive officer or chief financial officer of any company (including the Company) that: (i) was subject to a cease trade order, an order similar to a cease trade order or an order that denied the relevant company access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days, that was issued while the director or executive officer was acting in the capacity as director, chief executive officer or chief financial officer; or (ii) was subject to a cease trade order, an order similar to a cease trade order or an order that denied the relevant company access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days, that was issued after the director or executive officer ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer, other than as set out below.

To the knowledge of the Company, no proposed director of the Company is, or within ten years prior to the date hereof has been, a director or executive officer of any company (including the Company) that, while that person was acting in that capacity, or 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, other than as set out below.

To the knowledge of the Company, no director of the Company has, within ten years prior to the date hereof, 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 the assets of the director, executive officer or shareholder.

To the knowledge of the Company, no proposed director of the Company has been subject to: (i) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or (ii) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable investor in deciding whether to vote for a proposed director.

Corporate Governance Practices

National Policy 58-201 Corporate Governance Guidelines and National Instrument 58-101 Disclosure of Corporate Governance Practices (the “Governance Disclosure Rule”) (which can be found at the following link: https://www.bcsc.bc.ca/securities-law/law-and-policy/instruments-and-policies/5-ongoing-requirements-for-issuers-insiders) were adopted by the securities regulatory authorities in Canada and deal with matters such as the constitution and independence of corporate boards, their functions, the effectiveness and education of board members and other items dealing with sound corporate governance practices. The Company is subject to the Governance Disclosure Rule, which requires that, if management of an issuer solicits proxies from its security holders for the purpose of electing directors, specified disclosure of its corporate governance practices must be included in its Circular.

The Company and the Board recognize the importance of corporate governance to the effective management of the Company and to the protection of its employees and shareholders. The Company’s approach to significant issues of corporate governance is designed with a view to ensuring that the business and affairs of the Company are effectively managed so as to enhance shareholder value. The Board fulfills its mandate directly and through its committees at regularly scheduled meetings or as required. Frequency of meetings may be increased and the nature of the agenda items may be changed depending upon the state of the Company’s affairs and in light of opportunities or risks which 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 Company’s corporate governance practices have been and continue to be in compliance with applicable Canadian and United States requirements, including the Governance Disclosure Rule. The Company’s corporate governance practices are summarized in this Circular and full copies the Company’s corporate governance policies can be accessed on the Company’s website at http://www.wheatonpm.com. The Company continues to monitor developments in Canada, the United States and the UK with a view to further enhancing and expanding upon its governance policies and practices, as appropriate and applicable.

The NYSE rules require the Company to disclose any significant ways in which its corporate governance practices differ from those followed by United States domestic issuers under the NYSE listing standards. The Company believes that there are no significant differences between its corporate governance practices and those required to be followed by United States domestic issuers under the NYSE listing standards. This confirmation is also located on the Wheaton website at http://www.wheatonpm.com.

Our Year in Review

See “2023 Corporate Governance At A Glance” on page [VI] of this Circular for a summary of Wheaton’s corporate governance practices in 2023.

The following is a full description of the Company’s corporate governance practices which has been prepared by the Governance and Sustainability Committee of the Board and has been approved by the Board.

Board of Directors

Independence of the Board

The independence of the directors under the Governance Disclosure Rule is determined in accordance with National Instrument 52-110 Audit Committees, which provides that a director is independent if he or she has no direct or indirect material relationship with the Company and its subsidiaries, and sets out certain relationships that would deem a director to not be independent. A “material relationship” is defined to mean any relationship which could, in the view of the Board, be reasonably expected to interfere with the exercise of a director’s independent judgment. The Company also determines the independence of its directors in accordance with the NYSE’s corporate governance standards (the “NYSE Governance Rules”) under which no director qualifies as independent unless the board of directors affirmatively determines that the director has no material relationship with the Company.

On an annual basis, the Board considers whether each director is independent in accordance with these requirements. Based on this review, nine out of the ten Nominees are independent. The Company’s determination on independence of directors is set out in the Nominee biographies starting on page 16.

In accordance with the NYSE Governance Rules, the Board also considers all factors relevant to determining whether a director has a relationship with the Company which is material to that director’s ability to be independent from management in connection with the duties of a compensation committee member (the “NYSE Enhanced Independence Rules”). The Board has confirmed that all members of the Human Resources Committee meet the NYSE Enhanced Independence Rules.

Independent Board Chair

The Board appointed Mr. Brack, an independent member of the Board, as its Chair. The Chair’s primary responsibilities include chairing all Board meetings and managing the affairs of the Board and shareholders, including ensuring that the Board is organized properly, functions effectively and meets its obligations and responsibilities. The Chair also acts as the primary spokesperson for the Board, ensuring that management is aware of concerns of the Board, shareholders, other stakeholders and the public and, in addition, ensuring that management strategies, plans and performance are appropriately represented to the Board. The Terms of Reference for the Board Chair sets out the full description of the responsibilities of the Chair of the Board and is available at www.wheatonpm.com.

Meetings of the Board and Committees of the Board

The Board meets a minimum of four times per year, every quarter. Each committee of the Board meets at least once each year or more frequently as deemed necessary by the applicable committee. The frequency of the meetings and the nature of the meeting agendas are dependent upon the nature of the business and affairs which the Company faces from time to time. The Nominee biographies starting on page 16 provide details regarding director attendance at Board and committee meetings held during the financial year ended December 31, 2023.

In Camera/Independent Directors’ Meetings

During 2023, the independent directors held an in-camera session at each Board meeting during which session non-independent directors and members of management did not attend. The Board may also excuse members of management and conflicted directors from all or a portion of any meeting where a conflict or potential conflict of interest arises or where otherwise appropriate.

The Chair of the Board facilitates and chairs discussions among the Company’s independent directors and facilitates communication between the independent directors and Company’s management. The Chair considers any comments or requests made by an independent director or during an in-camera session of the independent directors and determines the most appropriate action or response, which may include a request for additional information or action by the Chief Executive Officer or other members of the Company’s management, the seeking of independent legal or other advice, or any other action that the Chair of the Board deems appropriate or advisable under the circumstances to address the comment or request raised.

Other Public Company Directorships/Committee Appointments

The Nominee biographies starting on page 16 provide details regarding directorships and committee appointments held by the Company’s directors in other public companies. The Board has determined that the simultaneous service of some of its directors on other audit committees does not impair the ability of such directors to effectively serve on the Company’s Audit Committee, having regard to their qualifications, attendance and contribution as members of the Company’s Audit Committee.

Board Tenure and Renewal

The Company has not adopted term limits for directors serving on the Board. The Company and Board have considered term limits and believe that:

The Company believes these positions are supported by both academic literature and Board performance.

While the Company has not adopted term limits, the Company recognizes and welcomes fresh perspectives from newer Board members. In addition, the Board conducts reviews of its directors as set out under “Board Assessments” on page 44.

As part of the Board’s commitment to Board renewal, a new director has been proposed for election to the Board every other year since 2016. In addition, a new director is also being proposed for election to the Board at the Meeting. Assuming the election of the Nominees as proposed at the Meeting, the average Board tenure of the non-executive Board members will be approximately 7.3 years immediately following the Meeting.

Interlocking Directorships

The Board has adopted a policy that no two Company directors shall sit together on two or more public company corporate boards without the approval of the Board. As of December 31, 2023, the following directors of the Company serve together as directors on the boards of another public company. Other than as set forth in such table, to the knowledge of the Company, no director of the Company serves on the board of any other public company with any other director of the Company. The Board has approved the interlocking board memberships identified below, subject to the election of the Nominees.

Interlocking Directorships

Board Mandate

The duties and responsibilities of the Board are to supervise the management of the business and affairs of the Company, and to act with a view towards the best interests of the Company. In discharging its mandate, the Board is responsible for the oversight and review of the development of, among other things, the following matters:

The Board also has the mandate to assess the effectiveness of the Board as a whole, its committees and the contribution of individual directors. The Board discharges its responsibilities directly and through its committees, currently consisting of the Audit Committee, the Human Resources Committee and the Governance and Sustainability Committee. In addition, in fulfilling its mandate the Board, among other things:

A copy of the terms of reference for the Board, setting out its mandate, responsibilities and the duties of its members is attached as Schedule “A” to this Circular.

Diversity and Representation of Women at Wheaton

The Governance and Sustainability Committee is committed to fostering a diverse environment where individual differences are respected and diversity is promoted and valued. The Company believes that employing and engaging a diverse workforce enhances the Company’s effectiveness by leveraging access to a wide array of experiences, skills, talents and knowledge. The Company recognizes the benefits from creating and maintaining a diverse and inclusive culture within our workforce, including exposure to different perspectives. Therefore, while opportunities will be primarily based on performance, skill and merit, due consideration will be given to diversity in all aspects of employment and engagement by an employee, officer or director with the Company, including selection, recruitment, hiring, promotion, compensation, termination, training and development. For clarity, “diversity” means any element or quality that can be used to differentiate groups and people from one another, including differences based on race, colour, religion, gender, gender identity and gender expression, sexual orientation, family or marital status, political belief, age, national or ethnic origin, citizenship or physical or mental disability and any other protected ground. The Company also fosters diversity through surveys on diversity and inclusion at Wheaton together with incorporating diversity awareness training and communications.

In order to promote and foster Board gender diversity, in 2021 the Board adopted a target to have at least 30% of Board members be women by the end of 2024 (the “Target”). The Target was met two and a half years early with the election at the May 13, 2022 annual and special meeting of three women, representing 30% of the Company’s Board members.

The Company continues to exceed the Target, with four of the current nine Board members being women, representing 44% of the current Board members. Assuming the election of all Nominees as proposed, immediately after the Meeting 40% of the Board members will be women, reflecting that four out of the 10 Board Nominees are women.

In order to support the Board in meeting the Target, the Board implemented practices that:

For 2024, there is one Board Nominee who identifies as having a disability or accessibility need and one Nominee that identifies as a visible minority, diverse or Indigenous.

The Company and its subsidiaries currently have a total of five executive officers, none of whom are women. Each of the executive officers has been with the Company for over 10 years, reflecting consistently low turnover rates among all of the Company’s employees which limits opportunities for progression. While none of the executive officers currently are women, the Company has progressed its gender diverse pipeline so that 38% (27% in 2022) of Vice Presidents are women. The Company continues to focus on the development of leadership and skillsets among all employees in order to support ongoing succession planning.

In respect of non-gender diversity, one executive officer of the Company identifies as a member of a visible minority, approximately 30% of Wheaton’s employees identify as a member of a visible minority and approximately 7% identify as having a physical, cognitive or mental condition or disability. Wheaton does not currently have any employees that identify as Indigenous.

The Company has adopted a written policy to increase the percentage of gender diverse and visible minorities working at Wheaton, including of leadership, and advance diversity and inclusion initiatives across the Company by 2028.

The Governance and Sustainability Committee is required to annually update and recommend to the Board for approval a long-term plan for Board composition which takes into consideration, among other matters, the diversity of the Board. A similar approach will be taken by management and the Board with respect to recruitment of executive officers.

Environmental, Social and Governance

Wheaton has a longstanding commitment to industry leading ESG practices. To support ESG management, Wheaton has established clear oversight of ESG at the Board of Directors level, consistent with its responsibility for overseeing strategy and risk, and has integrated ESG management throughout the Company. The following table sets out the oversight and management of ESG Matters at the Company:

While Wheaton’s Chief Executive Officer and Executive Officers are responsible for the daily implementation and management of ESG issues at Wheaton, they are supported by several internal committees focused on specific ESG topics, as well as employees who have particular expertise in the ESG topics under consideration.

Wheaton also has a number of ESG-related policies and commitments, listed below, which can be accessed on Wheaton’s website at https://www.wheatonpm.com:

Additional details on these policies are included elsewhere in this Circular and in Wheaton’s annual information form.

Wheaton’s annual Sustainability Report includes detailed information on ESG issues which are directly related to the Company’s operations and over which Wheaton has direct control, as well as ESG issues Wheaton may be exposed to through its Mining Partners and their mining operations. For additional information on Wheaton’s ESG governance structure, approach and performance, including ESG targets and progress against our goals, please see Wheaton’s most recent annual Sustainability Report.

Climate Change and Environment

In early 2022, the Board adopted a new Climate Change and Environmental Policy and developed a comprehensive strategy which was updated in February 2023 to include the following commitments related to climate change:

Under its updated Climate Change and Environmental policy, the Company is committed to assess and disclose information about its climate-related risks and opportunities guided by the recommendations of the Task Force for Climate-related Financial Disclosures (“TCFD”).

The Governance and Sustainability Committee has primary oversight of ESG performance at Wheaton and reviews progress against the Company’s climate change strategy based on semi-annual reporting by the Chief Sustainability Officer. In addition, the Governance and Sustainability Committee reviews physical and transitional climate-related risks related to Wheaton and its Mining Partners. Other committees also consider climate change within their functions. For example, climate risks are reviewed by the Audit Committee on a quarterly basis as part of overall enterprise risk monitoring. Performance against the climate change strategy is also considered annually by the Human Resources Committee as part of Wheaton’s ESG performance objective. In addition to the various responsibilities of Wheaton’s executive team for climate related disclosure, strategies, risk and opportunity assessment and management, and processes related to Climate Change, Wheaton also has a Climate Solutions Committee that supports decision-making related to investments to support decarbonization at Mining Partner sites.

During 2023, the Company published its first Climate Change Report, which aligns with the recommendations of the TCFD. The Climate Change Report includes details on:

The Climate Change Report includes scenarios for analyzing the potential impacts of climate change to Wheaton. Two climate scenarios are analyzed based on low and high global emissions pathways, across two long-term time horizons: 2030 and 2050. These scenarios include the “business-as-usual” scenario where the world continues along the present path resulting in a global temperature increase of over 4.5 degrees Celsius and a net zero scenario where global emissions reach net zero by 2050 and global surface temperature increases are kept to 1.5 degrees Celsius. Details on this analysis can be found in the Climate Change Report which can be accessed on the Company’s website at https://www.wheatonpm.com/responsibility.

ESG Engagement

Wheaton responds to and provides insight into our approach and performance related to ESG Matters with shareholder advocacy groups as requested. We value all stakeholder and other interested party opinions, concerns and feedback. We invite you to communicate through the avenues set out on page 101.

Community Investment Program

For over a decade, Wheaton has adopted a formal community investment program tied to its financial success. Since inception, the program has contributed over $40 million to hundreds of community programs and non-profit organizations that aim to improve and strengthen communities both locally and internationally. Wheaton’s community investment program has two components centred around four pillars of giving (health and wellness, community, education and environment): the partner corporate investment program, which has an international focus, and the local corporate investment program, which supports organizations in the communities where our offices are located.  

Details concerning Wheaton’s corporate investment programs can be found in the Company’s Sustainability Report, in the Company’s Community Investment Policy and on the Company’s website at www.wheatonpm.com/responsibility.

Information Systems and Cyber Security

The Board has primary oversight of the Company’s information systems and cyber security, with the Chair of the Audit Committee acting as the responsible director for such oversight.

The Company’s information systems and cyber security program are designed and developed by information technology consultants retained by the Company and overseen by internal management, the Audit Committee and the Board. The operational status of the Company’s approach to information systems and cyber security are periodically reviewed with management, the Audit Committee and the Board. Both the Audit Committee, which is comprised of independent directors, and the Board receive at least quarterly reports on the Company’s information systems and cyber security.

The Company undergoes an annual data penetration test, vulnerability assessment, and off-site disaster recovery test, to assess our data security and information technology infrastructure and recovery abilities, and the Company has external information security assurance and audit activities performed by qualified, independent professional service firms which validate the effectiveness of the information systems and cyber security program and controls. The Company has implemented third party managed cyber security and incident response support services for the company’s information technology infrastructure and systems.  The ongoing cyber security monitoring, detection, and incident response services provides additional capabilities to address potential cyber related events. In addition, on an annual basis, the Company’s information systems and information technology infrastructure are reviewed in connection with the Company’s annual internal audit.

The Company’s information systems and information technology controls are reviewed annually. The Company has also established an enterprise cyber security awareness training program to validate compliance and effectiveness, which is completed by all employees twice annually. Finally, during 2023, the Company developed a formal cyber security incident response plan and completed a cyber security incident table top simulation exercise.  To date, the Company has not experienced or been impacted by any cyber-attack.

Information Systems and Cyber Security Risk Management – Additional details on information systems and cyber security risk management are located in the Company’s annual information form.

Risk Management

Under the Board Guidelines, the Board is required to ensure management identifies the principal risks of the Company’s business and implements appropriate systems to manage these risks.

To assist the Board with its role, the Board annually attends strategy sessions that include speakers and education on the risks facing the Company’s business, together with considerations of potential impact and strategies to mitigate those risks.

Management and the Board have worked together to develop rigorous identification, management, reporting and mitigation strategies for key risks that the Company faces in the operation of its business. Management has identified risks and assigned ratings to those risks to assess each risk’s impact, likelihood of occurring and effectiveness of current processes to mitigate the risks.

The key factors that drive the Company’s risk profile are set out in the Company’s annual information form for the year ended December 31, 2023. Changes in these factors can increase or decrease the Company’s risk profile. The Board receives quarterly reports to review the Company’s progress in managing these risks and identify any emerging risks. In addition, the following committees are engaged in risk management oversight at the Company:

Information Systems and Cyber Security Risk Management – Additional details on information systems and cyber security risk management are located in the Company’s annual information form.

Compensation Risk Management – Additional details on compensation risk management are located on page 80.

Position Descriptions

Written position descriptions have been developed by the Board for the Chair of the Board and the Chief Executive Officer of the Company and may be accessed on the Company’s website at www.wheatonpm.com.

The Company does not maintain a separate written description of the roles of the Chairs of each of the committees of the Board. Instead, the Company has developed terms of reference for each of the committees of the Board (available at www.wheatonpm.com). The Chair of each committee is responsible for ensuring that the applicable committee fulfils its responsibilities and duties under its governing terms of reference.

Orientation and Continuing Education

The Governance and Sustainability Committee, in conjunction with the Chair of the Board and the Chief Executive Officer of the Company, is responsible for ensuring that new directors are provided with an orientation and education program which will include written information about the duties and obligations of directors, the business and operations of the Company, documents from recent Board meetings, and opportunities for meetings and discussion with senior management and other directors. The Company does not have a formal orientation process in place for its new directors and instead has adopted a tailored approach depending on the particular needs and focus of the director being appointed.

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 Company’s directors, the Governance and Sustainability Committee will: (a) periodically canvass the directors to determine their training and education needs and interests; (b) arrange ongoing visitation by directors to the Company’s facilities and operations; (c) 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 (d) encourage and facilitate presentations by outside experts to the Board or committees on matters of particular import or emerging significance.

The Nominees biographies starting on page 16 provide details regarding various continuing education events held for the Company’s directors during the financial year ended December 31, 2023.

Code of Business Conduct and Ethics

The Board has adopted a Code of Business Conduct and Ethics (the “Code”) for its directors, officers and employees. The Governance and Sustainability Committee has the responsibility for monitoring compliance with the Code by ensuring all directors, officers and employees receive and become thoroughly familiar with the Code and acknowledge their support and understanding of the Code. Any non-compliance with the Code is to be reported to the Company’s Chief Compliance Officer or other appropriate person. In addition, the Board conducts regular audits to test compliance with the Code, including an annual certification by each of the employees of the Company that they are in compliance with the Code. The Company also engages an independent reporting agency to provide a confidential and anonymous reporting system for breaches of the Code, as more fully described in the next section entitled “Whistleblower Policy”. A copy of the Code may be accessed on the Company’s website at www.wheatonpm.com.

The Board takes steps to ensure that directors, officers and employees exercise independent judgment 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 and obtaining direction from the Company’s Chief Compliance Officer regarding any potential conflicts of interest. In addition, in accordance with the Company’s charter documents and the Act, if a director is a director or officer of, or has a material interest in, any person who is a party to a transaction or proposed transaction with the Company, that director may not attend any part of the meeting of the directors during which the transaction is discussed and may not vote on any resolution with respect to the transaction, unless the transaction relates primarily to his or her remuneration as a director of the Company, is for indemnity or insurance or is one with an affiliate of the Company.

The Board encourages and promotes an overall culture of ethical business conduct by promoting compliance with 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; and ensuring awareness of disciplinary action for violations of ethical business conduct. To date, the Company has not been required to file a material change report relating to a departure from the Code.

The Code has been aligned with the United Nations Global Compact by outlining our commitment to human rights, fair practice and freedom of association, collective bargaining and our support for the abolition of forced labour and child labour, as well as other provisions. During 2023, the Code was updated to clarify processes, responsibilities, and consequences under the Code.

A copy of the Code has been filed under the Company’s profile on SEDAR+ and on EDGAR. Additional details on our Code are available at www.wheatonpm.com and in our annual information form.

Whistleblower Policy

The Company has adopted a Whistleblower Policy which allows its directors, officers and employees who feel that a violation of the Code has occurred, or who have concerns regarding financial statement disclosure issues, accounting, internal accounting controls or auditing matters, to report such violation or concerns in a number of manners, including on a confidential and anonymous basis. Such reporting can be made by e-mail or telephone through EthicsPoint, an incident reporting tool maintained through an independent third party, Navex Global, used by the Company for this purpose. Once received, complaints are forwarded to the Chair of the Audit Committee and the Senior Vice President, Legal. The Chair of the Audit Committee and the Senior Vice President, Legal then investigate each matter so reported and the Company determines what corrective and disciplinary actions, if any, will be taken. There is also a quarterly and annual report prepared by the agency that provides aggregated information that is shared with the Board on a quarterly and annual basis. Under the Whistleblower Policy, employees, officers or directors are not restricted from reporting concerns regarding breaches or suspected breaches of any laws or regulations directly to any regulatory body, legal authority or other person having jurisdiction with respect to such law or regulation. Employees, officers and directors are encouraged to choose the manner in which they report that is most appropriate given the nature of their concerns and their circumstances.

Nomination of Directors

The Governance and Sustainability Committee, which is composed entirely of independent directors, is responsible for identifying and recruiting new candidates for nomination to the Board. The process by which the Board anticipates that it will identify new candidates is through recommendations of the Governance and Sustainability Committee whose responsibility it is to develop, and annually update and recommend to the Board for approval, a long-term plan for Board composition that takes into consideration among other matters, the following: (a) the independence of each director; (b) the competencies and skills the Board, as a whole, should possess; (c) 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; (d) retirement dates; (e) the diversity of the Board, including the Target; and (f) the strategic direction of the Company.

The Governance and Sustainability Committee maintains an assessment of the areas of expertise of the members of the Board. Please see “Director Experiences, Expertise and Skills” on page 26 for further discussion regarding the purpose of the assessment and each individual director’s particular areas of expertise.

Any search for nominees to the Board will specifically include diverse candidates generally. For instance, in order to promote and foster Board gender diversity, in 2021 the Board adopted the Target. In order to support the Board in meeting the Target, until the Target was achieved, the Board implemented practices that require any search for nominees to the Board to specifically include diverse candidates generally, and women candidates in particular, and any search firm engaged for such purpose to be directed to do so, with the Board endeavoring to have at least 50% qualified women candidates in any presented list of potential candidates.

The Governance and Sustainability Committee believes that nominations for election or re-election to the Board should also be based on a particular candidate’s merits, skills and the Company’s needs after taking into account the current composition of the Board. Please see “Diversity and Representation of Women” on page 33 for further discussion regarding consideration given to diversity in the identification, nominations and appointments to the Board.

The Governance and Sustainability Committee does not maintain a formal list of potential candidates. Instead, in the event of any search for a nominee to fill a vacancy on the Board, the Governance and Sustainability Committee would solicit the names of potential candidates from directors, management, shareholders, advisors and other external sources, and evaluate any potential candidates on the basis of their ability to alleviate any gaps identified through the areas of expertise assessment; their independence, their competencies, skills, backgrounds and experiences, their integrity, professionalism and values, their character and personality, their ability to contribute to the long-term strategy and success of the Company, the diversity of the Board generally, including the Target, the long term plan for Board composition and the needs of the Board, any past experiences of directors or management with the potential candidate, their expected contribution to achieving an overall Board that can function as a high performance team with sound judgment and proven leadership, whether or not they can devote sufficient time and resources to their other duties as a Board member and any other factors as may be considered appropriate at the time.

Majority Voting for Election of Directors

The Board has adopted a policy regarding majority voting for the election of directors. The policy is described under “Election of Directors” on page 14.

Human Capital Management and Compensation

The Wheaton Board has oversight over human capital management and compensation.

Wheaton reports human capital information in accordance with GRI, including data on compensation, benefits, training and development, engagement, employee turnover, diversity and health and safety.

The Human Resources Committee’s responsibilities include reviewing and making recommendations to the directors regarding any equity or other compensation plan and regarding the total compensation package of the Chief Executive Officer and considering and approving the recommendations of the Chief Executive Officer regarding the total compensation packages for the other officers of the Company. The process by which appropriate compensation is determined is through periodic and annual reports from the Human Resources Committee on the Company’s overall compensation and benefits philosophies. The Human Resources Committee is composed entirely of independent directors. See “Role of the Human Resources Committee” on page 55 for further details regarding the Human Resources Committee.

Advisors to the Human Resources Committee

During the financial year ended December 31, 2023, the Human Resources Committee retained Mercer (Canada) Limited (“Mercer”) to provide assistance to the Human Resources Committee in determining compensation for the Company’s directors, as well as officers. Mercer was originally retained in 2012 by Wheaton. See “Role of the Compensation Consultant” on page 58 for further details regarding the engagement of Mercer by the Human Resources Committee.

Committees of the Board

The Board has the following three standing committees, the members of which are set out under the Director Biographies on page 16 and below:

All of the committees are independent of management and report directly to the Board. From time to time, when appropriate, ad hoc committees of the Board may be appointed by the Board.

Consistent with the Board’s commitment to Board renewal, on a regular and ongoing basis, the Governance and Sustainability Committee of the Board reviews the make up and leadership of Committees of the Board. This process takes into account the existing areas of expertise and skills of Board members and highlights any areas that may be beneficial for potential directors as part of the Board recruitment process. The Governance and Sustainability Committee then recommends to the Board for approval committee members and Committee Chair appointments. During 2023, this review resulted in a new Chair for the Human Resources Committee, together with certain adjustments to committee membership.

Audit Committee

The following are the current members of the Audit Committee:

The purposes of the Audit Committee are to assist the Board’s oversight of:

In fulfilling its mandate the Audit Committee, among other things:

Ms. Schonberner, as Chair of the Audit Committee, is an “audit committee financial expert” under the United States Sarbanes-Oxley Act and is “independent” as that term is defined in the rules of the New York Stock Exchange.

Further information regarding the Audit Committee is contained in the Company’s annual information form for the year ended December 31, 2023 under the heading “Audit Committee”. A copy of the Audit Committee terms of reference is available at www.wheatonpm.com.

Human Resources Committee

The following are the current members of the Human Resources Committee:

The purposes of the Human Resources Committee are to make recommendations to the Board relating to the compensation of the Company’s Chief Executive Officer and review compensation of the members of senior management of the Company. See “Role of the Human Resources Committee” on page 55 for further information. A copy of the Human Resources Committee terms of reference is available at www.wheatonpm.com.

Governance and Sustainability Committee

The following are the current members of the Governance and Sustainability Committee:

The purposes of the Governance and Sustainability Committee are to:

In fulfilling its mandate, the Governance and Sustainability Committee, among other things:

The Governance and Sustainability Committee’s responsibilities include periodically reviewing the charters of the Board and the committees of the Board; assisting the Chair of the Board in carrying out his responsibilities; considering and, if thought fit, approving requests from directors for the engagement of independent counsel in appropriate circumstances; preparing and recommending to the Board a set of corporate governance guidelines, a Code of Business Conduct and Ethics and annually a “Statement of Corporate Governance Practices” to be included in the Company’s management information circular; annually reviewing the Board’s relationship with management to ensure the Board is able to, and in fact does, function independently of management; assisting the Board by identifying individuals qualified to become Board members and members of Board committees; leading the Board in its annual review of the Board’s performance; assisting the Board in monitoring compliance by the Company with legal and regulatory requirements; monitoring and providing guidance in respect of developments in relevant policies, regulations and trends with respect to ESG Matters; and making recommendations to management and the Board with respect to policy and strategic initiatives and actions arising with respect to ESG Matters.

A copy of the Governance and Sustainability Committee terms of reference is available at www.wheatonpm.com.

Related Party Transactions

A “related party transaction” means a transaction between the Company, or its affiliates, on the one hand, and a related party of the Company, or its affiliates, as defined in Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101”), on the other hand, but does not include any transaction in respect of compensation related matters as compensation matters are already addressed by the Human Resources Committee in the case of executive officers and employees, and the Governance and Sustainability Committee in the case of directors. Transactions between the Company and its own subsidiaries are not, for this purpose, considered to be related party transactions.

The Board does not believe it requires a standing committee to address related party transactions, however, in the event that the Company was proposed to be involved in a related party transaction that was not exempt under MI 61-101, the Board anticipates that it would proceed as follows:

During the year ended December 31, 2023, the Company was not involved in any related party transactions.

Board Assessments

The Board is committed to regular assessments of the effectiveness of the Board, the committees of the Board and individual directors. The Governance and Sustainability Committee annually reviews and makes recommendations to the Board regarding evaluations of the Board, the committees of the Board and individual directors.

The process for individual director peer evaluations includes a formal one-on-one session between each director and the Chair of the Board to seek candid feedback regarding each other director of the Board, the Board performance and any concerns or issues the director has. These sessions are typically held in February of each year. A summary of the findings is presented to the Board by the Chair of the Board in March of each year.

The process for Board and Committee evaluations includes a written questionnaire that is circulated to each member of the Board. In addition to specific questions for which a rating is assigned by each director, directors are solicited for any comments with respect to Board and Committee composition, effectiveness, performance and conduct of meetings, as well as Company strategy, operations and organization. Results are aggregated and a written report prepared summarizing the results. The written report is circulated to the Chair of the Board and to the Governance and Sustainability Committee, and presented to and discussed with the Board in March of each year. For 2023, this process will be undertaken during Spring 2024.

Director Share Ownership Requirements

Each non-executive director of the Company is required to hold Common Shares having a value equal to at least three times the amount of the annual retainer paid to such director, including the value of any Restricted Share Rights (as defined herein) (see “Restricted Share Plan” on page 96 for further details and definitions regarding the Restricted Share Rights), granted to such director in respect of the year in which the calculation is determined (or in respect of the prior year if no grant has yet been made to such director in respect of such year), but excluding any additional retainer paid to a director in his or her capacity as the Chair of the Board or Chair of any Committee of the Board. Stock options are not granted to the Company’s non-executive directors. This share ownership requirement must be attained within five years of becoming a director of the Company.

The following table provides information regarding the share ownership, actual and required, for each non-executive director as of December 31, 2023.

Director Share Ownership Requirements

and Actual Share Ownership

Market Value of Directors’ Share Ownership

The total current market value of the Common Shares and vested Restricted Share Rights of Directors is as follows:

Director Compensation

The Governance and Sustainability Committee makes recommendations to the Board relating to the compensation of Board members and the Board meets annually to review the adequacy and form of directors’ compensation.

For the financial year ended December 31, 2023, non executive Board members received the following compensation:

Share-based awards

Grants of Restricted Share Rights to the non-executive directors have been used since 2005 as equity-based compensation in lieu of stock options which were discontinued for non-executive directors in 2005. See “Restricted Share Plan” on page 96 for further details and definitions regarding Restricted Share Rights. For the year ended December 31, 2023, the Board granted Restricted Share Rights to non-executive directors to acquire that number of Common Shares of the Company that would equate to a value of approximately C$140,000 and Restricted Share Rights to the Chair of the Board to acquire that number of Common Shares of the Company that would equate to a value of C$230,000.

For the financial year ending December 31, 2024, the Board has approved retaining the same annual compensation.

Director Compensation Summary

The following table provides information regarding compensation paid to the Company’s non-executive directors during the financial year ended December 31, 2023.

Director Compensation Table (1)

The table below provides a further break down of the “Fees Earned” column from the previous table for the financial year ended December 31, 2023.

Breakdown of Fees Earned Table (1)

Incentive Plan Awards

The following table provides information regarding the incentive plan awards for each non-executive director outstanding as of December 31, 2023.

Outstanding Option-Based Awards and Share-Based Awards

The following table provides information regarding the value vested or earned of incentive plan awards for each non-executive director for the financial year ended December 31, 2023.

Value Vested or Earned During the Financial Year Ended December 31, 2023

Retirement Policy for Directors

The Company does not have a retirement age policy for its directors.

Directors’ and Officers’ Liability Insurance

The Company has purchased for the benefit of the Company, its subsidiaries and their directors and officers, insurance against liability incurred by the directors or officers in their capacity as directors or officers of the Company or its subsidiaries. The following are particulars of such insurance for the financial year ended December 31, 2023:

Executive Compensation

Compensation Discussion and Analysis

Table of Contents

Our Year in Review - 2023

See “2023 Compensation At A Glance” on page [V] of this Circular for a summary of Wheaton’s compensation practices and results in 2023.

Introduction

This Compensation Discussion and Analysis section provides full details on the objectives of Wheaton’s compensation program, Wheaton’s compensation philosophy, the role and responsibility of the Human Resources Committee in connection with compensation matters, selection of the Company’s comparator group for determining compensation, discusses how compensation is determined for executives and describes each element of executive pay.

Objectives of Compensation Program

The objectives of the Company’s compensation program are to attract, hold and inspire performance by members of senior management in a manner that will enhance the sustainable profitability and growth of the Company.

Overview of the Compensation Philosophy

The following principles guide the Company’s overall compensation philosophy:

Opportunity for Shareholder Feedback

The Board believes that it is important to have regular and constructive engagement with its shareholders to discuss those aspects of the Company’s executive compensation that are of importance to shareholders and to allow and encourage shareholders to express their views on executive compensation matters to the Board outside of the annual meeting. Shareholders are invited to express their views to the Board or the Human Resources Committee by contacting the Board or committee in the manner described under the heading “Shareholder Engagement & Contacting the Board of Directors” on page 101.

The Board has also adopted a policy providing for an annual advisory vote on executive compensation, known as “Say on Pay”, in order to give the Company’s shareholders a formal opportunity to provide their views on the executive compensation program of the Company. At the 2023 Annual and Special Meeting of Shareholders, over 92% of the votes cast were in favour of the resolution accepting the Company’s approach to executive compensation. See “Special Matters – Say on Pay Advisory Vote” on page 100 for further details.

Role of the Human Resources Committee

The Human Resources Committee, comprised of independent directors, is established by the Board to assist in fulfilling the Board’s responsibilities relating to human resources and compensation matters and to establish a plan of continuity for senior management. The Human Resources Committee ensures that the Company has an executive compensation plan that is both motivational and competitive so that it will attract, hold and inspire performance by senior management in a manner that will enhance the sustainable profitability and growth of the Company.

The Human Resources Committee reviews on an annual basis the overall compensation package for each executive officer. It submits to the Boards of Wheaton and Wheaton Precious Metals International Ltd. (“Wheaton International”) recommendations with respect to the base salary, annual bonus and long-term incentive award for each executive officer, as applicable. During 2023, the Human Resources Committee received various reports from Mercer reviewing Wheaton’s past and current compensation levels for executives, in comparison to a peer group of companies selected by the Human Resources Committee, and practices in the current market. See “The Comparator Group” on page 63 for details on the peer group.

The Human Resources Committee makes recommendations to the Board annually after reviewing the matters discussed in Mercer’s reports, discussing various factors with management, comparing compensation to the Comparator Group (as defined below), and receiving recommendations from the Chief Executive Officer in March 2023 with respect to 2023 base salaries and 2023 long-term incentive awards for executive officers, and in March 2024 with respect to 2023 annual performance-based cash incentives. In making its recommendations, the Human Resources Committee was satisfied that all recommendations complied with the Human Resources Committee’s philosophy and guidelines.

In accordance with Terms of Reference for the Human Resources Committee, the Human Resources Committee is authorized to:

The Human Resources Committee did not identify any conflict of interest issues that could reasonably be expected to interfere with the independence of its compensation consultant for the year ended December 31, 2023. A copy of the Human Resources Committee terms of reference is available at www.wheatonpm.com.

The members of the Human Resources Committee, their independence (as such term is defined in National Instrument 52-110 Audit Committees and the NYSE Enhanced Independence Rules) and their experience relevant to their responsibilities in executive compensation are as follows:

The Human Resources Committee requires members who possess the ability to exercise independent judgment and reasoning, are able to apply analytical and logical thinking, have knowledge of the competitive marketplace for executives, and have experience with the objectives and purposes of compensation programs. All of these skills have been obtained through the combined business experiences of the members of the Human Resources Committee, including experiences with financial matters, human resources and management of public companies. The skills and experiences of the individual members of the Human Resources Committee together with input and advice from Mercer, enable the Human Resources Committee to make the decisions on the suitability of the Company’s compensation program.

Named Executive Officers

For the remainder of this Circular, the following individuals included in the “Summary Compensation Table” on page 86 are referred to as the “Named Executive Officers” or “NEOs”:

Role of the Chief Executive Officer

The Chief Executive Officer completes a review of the Named Executive Officers’ performance in accordance with the evaluation criteria listed below in the “Annual Performance Based Cash Incentives” section. Based on the foregoing evaluation, as well as a subjective assessment, the Chief Executive Officer makes a recommendation to the Human Resources Committee on base salaries, cash bonuses and long-term incentive plan awards for each Named Executive Officer, which is taken into consideration by the Human Resources Committee in completing its review and ultimate recommendations to the Board.

Role of the Compensation Consultant

Mercer’s mandate with the Human Resources Committee includes providing advice on the competitiveness and appropriateness of compensation programs for the Named Executive Officers and members of the Board, as required. This mandate may include advice with respect to base salaries, retainers and fees, short and long-term incentives, pensions, benefits, perquisites, employment agreements and change of control provisions.

The Human Resources Committee will agree annually and on an as-needed basis, with input from management and Mercer, on the specific work to be undertaken by the consultant for the Human Resources Committee and the fees associated with such work. Mercer reports directly to the Chair of the Human Resources Committee. Neither the Board nor the Human Resources Committee formal pre-approval is required in order for the Company or its affiliates to obtain services other than compensation services from Mercer or its affiliates. The Human Resources Committee reviews the engagement of Mercer annually to ensure that all reasonable steps are taken to minimize any potential conflicts of interest. 

In conducting the review for each of 2022 and 2023, the Human Resources Committee recognized that the fees paid to Mercer and its affiliates for insurance-related matters exceeded the fees paid to Mercer for executive compensation-related matters.  Mercer’s affiliates include Marsh Canada, part of Marsh & McLennan world-wide professional services group, which provides insurance and insurance related services to the Company. The Human Resources Committee was satisfied that Mercer’s advice was objective and free from any conflict that could reasonably be expected to interfere with the independence of Mercer. The Human Resources Committee considered the following factors in making this determination: (i) the percentage of fees Mercer and its affiliates received from the Company was minimal compared to Mercer’s and its affiliates total revenues, and a significant percentage of the fees are passed through Mercer to the carriers of underlying insurance policies; (ii) Mercer and Marsh Canada have internal policies and procedures around potential conflicts of interest and tied-selling, do not compensate employees based on client revenue received by affiliates and conduct annual reviews directed to preserving the objectivity of their advice; and (iii) there were no known business or personal relationships between the Company (and its directors and officers) and Mercer (and Mercer’s and its affiliates’ directors and officers).

During 2023 and the first quarter of 2024, Mercer was engaged by the Human Resources Committee to conduct a compensation review of the Named Executive Officers and present its findings based on a comparison of compensation levels of a peer group of companies. Although Mercer provides advice to the Human Resources Committee, the decisions of the Human Resources Committee may reflect factors and considerations other than the information and recommendations provided by Mercer.

Fees billed by Mercer and its affiliates in respect of services in 2022 and 2023 are detailed below:

Mercer and Affiliate Fees

Elements of Executive Compensation

It is the compensation philosophy of the Company to provide a market-based blend of base salaries, bonuses and long-term equity incentives in the form of stock options, Restricted Share Rights (see “Restricted Share Plan” on page 96 for further details and definitions regarding Restricted Share Rights) and Performance Share Units (see “Performance Share Unit Plan” on page 95 for further details and definitions regarding Performance Share Units). The Company believes that the bonus and long-term incentive components of compensation serve to further align the interests of management with the interests of the Company’s shareholders.

In order to align the interests of management with the interests of the Company’s shareholders (i) grants of stock options made after December 31, 2020 have a seven-year term with a vesting schedule of 1/3 on each of the first, second and third anniversary of grant, and (ii) grants of Restricted Share Rights made after December 31, 2020 have restricted periods that expire as to 1/3 on each of the first, second and third anniversary of the date of grant.

For the financial year ended December 31, 2023, the Company’s executive compensation program consisted of the following elements.

The breakdown of each element of compensation of the Chief Executive Officer as a percentage of total compensation is reflected in the following pie chart for 2023:

Overview of How Compensation Program Fits with Wheaton Compensation Goals

1.          Attract, Retain and Motivate Key Talent   The compensation package meets the goal of attracting, retaining and motivating key talent in a highly competitive mining environment through the following elements:

2.          Alignment of Interest of Management with Interest of the Company’s Shareholders   The compensation package meets the goal of aligning the interests of management with the interest of the Company’s shareholders through the following elements:

The Comparator Group

The Human Resources Committee believes that it is appropriate to establish compensation levels based in large part on benchmarking against similar companies. In this way, the Company can gauge if its compensation is competitive and reasonable.

The Human Resources Committee and the Company are constantly assessing the methods for selection of comparator group members because of the importance of benchmarking for the purposes of evaluating and considering executive compensation. The Human Resources Committee has established the following enhanced methods and parameters to be considered in selecting and updating members of the comparator group:

As a result of these methods and parameters, the Human Resources Committee adopted the following comparator group (the “Comparator Group”) for the purposes of benchmarking and determining salaries, long-term awards and bonuses in respect of the 2023 year:

For the 2023 year, Yamana Gold Inc. (“Yamana”) was removed from the Comparator Group as a result of the acquisition of Yamana by Pan American Silver Corp. The Human Resources Committee believes that the Comparator Group members are an appropriate and comparable group for the purposes of benchmarking and determining executive compensation. For 2024, it is expected that Alamos Gold Inc. will be added to the Comparator Group.

Set out below are the names of the entities, as well as details on the revenue, market capitalization and enterprise value of the Comparator Group.

Comparator Group (1)

The diagrams below graphically show the relative revenue and market capitalization and net income and market capitalization of Wheaton and the Comparator Group based on the information above.

Revenue and Market Capitalization of Wheaton and Comparator Group		Net Income and Market Capitalization of Wheaton and Comparator Group

Benchmarking

In arriving at a targeted total compensation package for 2023, the Human Resources Committee generally recommended to the Board that the executive officers receive (i) base salaries that are typically targeted at the 50th percentile, or average, of the Comparator Group, and (ii) long-term incentive and bonus compensation that are typically on the higher end of the targeted range of the Comparator Group due to the Company’s unique business model and deal-driven nature.

Base Salary

In determining the base salary of a Named Executive Officer, the Human Resources Committee’s practice is to consider the recommendations made by the Chief Executive Officer and to review the remuneration paid to executives with similar titles at the Comparator Group. In addition, the Human Resource Committee considers the findings of Mercer in their report relating to base salary. In arriving at an overall subjective assessment of base salary to be paid to a particular executive officer, the Human Resources Committee also considers the particular responsibilities of the position, the experience level of the executive officer, his or her past performance at the Company, the performance of the Company over the past year, and an overall assessment of market, industry and economic conditions.

The Human Resources Committee reviews Named Executive Officer salaries at least annually as part of its overall competitive market assessment. Typically, the Human Resources Committee makes annual salary adjustments in March of each year for the 12-month period from January 1 to December 31 of that year.

The 2023 base salaries of each of the Named Executive Officers were increased from their respective 2022 base salaries by 4% to better align with market practice and the Comparator Group. For 2024, it is anticipated that base salaries for Named Executive Officers will increase by 4.2% for the CEO and by 2% for each of the other Named Executive Officers to better align with the compensation philosophy and the Comparator Group.

Annual Performance Based Cash Incentives

In determining the annual cash bonus of a Named Executive Officer, the Human Resources Committee has implemented a performance-based incentive plan that includes a target bonus for each Named Executive Officer, corporate and personal performance objectives and a payout depending on the achievement of those objectives. Importantly, the design of the performance-based incentive plan could result in a Named Executive Officer receiving no bonus.

The Human Resources Committee also considers the recommendations made by the Chief Executive Officer in assessing the corporate and personal performance over the past year, and the findings of Mercer in their report relating to the annual cash bonus. The Human Resources Committee also reviews the bonus that would be determined as a result of the application of the performance based incentive plan and retains complete discretion to (i) award compensation absent attainment of the relevant performance goal, (ii) not award compensation even if the relevant performance goal is attained, (iii) award compensation in excess of any expressed maximum or less than any expressed minimum, and (iv) otherwise reduce or increase the size of any award or payout.

As part of their determination of whether to exercise discretion to adjust any award or payout, the Human Resources Committee compares the award that would have been determined as a result of the application of the performance-based incentive plan to the bonuses paid to executives with similar titles and roles at the Comparator Group.

In making annual performance-based awards, the Human Resources Committee considers that such bonus awards are intended to incentivize management during the year to take actions and make decisions in the operation of the Company that support the Company’s overall business strategy and the effective operation of the Company’s business, and as a result, the performance criteria do not include matters outside of the control of management, most notably commodity pricing.

The following table summarizes the annual target bonus for each of the Named Executive Officers as a percentage of base salary.

Target Bonus

In 2023, for each Named Executive Officer, the total corporate performance objective weighting was 75% and the personal performance objective weighting was 25%.

Corporate Performance Objectives

The following table details the targets for threshold, target and maximum achievement for each of the corporate performance objectives, as well as the actual performance achieved for 2023. The table also includes the resulting performance score and the metric weighting for each corporate performance objective to be applied in determining bonuses. Each of the corporate performance categories has been capped at 200%.

Target Corporate Performance and Actual Results