NOTICE IS HEREBY GIVEN that the Annual General Meeting (the “Meeting”) of the shareholders (“Shareholders”) of B2GOLD CORP. (“B2Gold” or the “Company”) will be held at the Fairmont Hotel Vancouver, Pacific Ballroom, 900 West Georgia Street, Vancouver, British Columbia and in a virtual format conducted via live audio webcast online at https://web.lumiagm.com/400-892-334-488 on Thursday, June 19, 2025 (the “Meeting Date”), at 2:00 p.m. (Vancouver time) for the following purposes:

The Board of Directors of the Company (the “Board” or the “Board of Directors”) has fixed the close of business on Tuesday, April 22, 2025, as the record date (the “Record Date”) for determining Shareholders who are entitled to receive notice and to vote at the Meeting or any adjournment of the Meeting. No person who becomes a Shareholder of the Company after the Record Date will be entitled to vote or act at the Meeting or any adjournment thereof.

Important Notice

The Meeting is currently scheduled to take place in person at the Fairmont Hotel Vancouver, Pacific Ballroom, 900 West Georgia Street, Vancouver, British Columbia, and in a virtual format conducted via live audio webcast online at https:// web.lumiagm.com/400-892-334-488.

Any updates to the Meeting will be announced by news release on the Company’s website at https://www. b2gold.com and will be filed under the Company’s profile on SEDAR+ at https://www.sedarplus.ca and on EDGAR at https://www.sec.gov/. Shareholders are strongly encouraged to check the Company’s website, SEDAR+ and/or EDGAR on a regular basis to ensure that they are apprised of any and all developments with respect to the Meeting.

NOTICE AND ACCESS

This Information Circular is being sent to Shareholders using Notice and Access, the delivery procedures that allow the Company to send Shareholders paper copies of a notice of meeting and form of proxy or voting instruction form, while providing Shareholders access to electronic copies of the Information Circular over the internet or the option to receive paper copies of the Information Circular if they so request within the prescribed time periods (“Notice and Access”). For more information, please refer to the Notice and Access Notification delivered to you.

MEETING MATERIALS

Accompanying this Notice of Meeting are:

The Information Circular provides information relating to the matters to be addressed at the Meeting. Copies of any documents to be considered, approved, ratified and adopted or authorized at the Meeting will be available for inspection at the registered and records office of the Company at 1600 – 925 West Georgia Street, Vancouver, British Columbia V6C 3L2, during normal business hours up to June 19, 2025, being the date of the Meeting, as well as at the Meeting. Shareholders are encouraged to access copies of any documents to be considered, approved, ratified and adopted or authorized at the Meeting under the Company’s profile on SEDAR+ at https://www.sedarplus.ca, on EDGAR at https://www.sec.gov/, on the Company’s website at https://www.b2gold.com or by contacting Randall Chatwin,

Senior Vice President, Legal and Corporate Communications, Suite 3400, Park Place, 666 Burrard Street, Vancouver, British Columbia V6C 2X8 (Tel: 604-681-8371).

The Company is not sending proxy-related materials directly to Non-Registered Shareholders who do not object to their name being made known to the Company (“NOBOs”). Management of the Company does not intend to pay for intermediaries to forward to Non-Registered Shareholders who do object to their name being made known to the Company (“OBOs”) under National Instrument 54-101 – Communications with Beneficial Owners of Securities of a Reporting Issuer the proxy-related materials and Form 54-101F7 – Request for Voting Instructions Made by Intermediary. An OBO will not receive the materials unless the OBO’s intermediary assumes the cost of delivery.

VOTING

If you are a registered Shareholder, you are encouraged to vote in advance of the Meeting. To do so, you must date, execute and return the accompanying form of proxy to the Company, c/o Computershare Investor Services Inc., 100 University Avenue, 8th Floor, Toronto, Ontario M5J 2Y1 (Attn: Proxy Department), by not later than 2:00 p.m. (Vancouver time) on Tuesday, June 17, 2025, or if the Meeting is adjourned, not later than 48 hours (excluding Saturdays, Sundays and holidays) before the time for holding the adjourned Meeting. You may also vote on the internet or by phone by following the instructions set out in the form of proxy.

If you are a registered Shareholder, you may attend, participate and vote at the Meeting in person at the Fairmont Hotel Vancouver, Pacific Ballroom, 900 West Georgia Street, Vancouver, British Columbia or online via live audio webcast at https://web.lumiagm.com/400-892-334-488, provided you are connected to the internet and comply with all of the requirements set out in the Information Circular. If you plan to attend, participate and vote at the Meeting either in person or virtually, you should not vote before the Meeting.

If you are a Non-Registered Shareholder and receive these materials through your broker or another intermediary, please complete and return the materials in accordance with the instructions provided to you by your broker or other intermediary. If you are a Non-Registered Shareholder and do not complete and return the materials in accordance with such instructions, you may lose the right to vote at the Meeting.

Non-Registered Shareholders will be able to attend, participate in and vote at the Meeting in person at the Fairmont Hotel Vancouver, Pacific Ballroom, 900 West Georgia Street, Vancouver, British Columbia or online via live audio webcast at https://web.lumiagm.com/400-892-334-488 if they duly appoint themselves as proxy holder through the method specified by their intermediary and comply with all of the requirements set out in the Information Circular relating to that appointment and registration. If a Non-Registered Shareholder does not comply with these requirements, that Non-Registered Shareholder may be able to attend the Meeting as a guest but will not be able to vote or ask questions at the Meeting.

Voting is Easy. Vote Well in Advance of the Proxy Deadline on Tuesday, June 17, 2025 at 2:00 p.m. (Vancouver Time).

SHAREHOLDER QUESTIONS

For more detailed information and instructions on voting, please refer to the Information Circular.

Shareholders who have questions, including with respect to Notice and Access, or need assistance with voting their shares should contact Laurel Hill Advisory Group, the proxy solicitation agent, by telephone at 1-877-452-7184 (North American Toll Free) or 416-304-0211 (Outside North America); or by email at assistance@laurelhill.com.

DATED at Vancouver, British Columbia, this 2nd day of May, 2025.

BY ORDER OF THE BOARD

Clive Johnson

President, CEO, Founder and Director

of gold, below the low-end of its revised annual guidance range of between 420,000 and 450,000 ounces. Our Otjikoto Mine produced 198,142 ounces of gold, near the mid-point of its revised guidance range of between 185,000 and 205,000 ounces, and Masbate Mine produced 194,046 ounces of gold, at the upper end of its revised guidance range of between 175,000 and 195,000 ounces in 2024. Consolidated revenue from gold sales was US$1.9 billion, and consolidated cash flow from operations for 2024 was US$877 million.

RETURN OF CAPITAL AND LIQUIDITY

Even with the completion of significant construction activities at the Goose Project in 2024, and continued investment at the Fekola Complex, we ended the year in a strong financial position with a cash balance of US$337 million and working capital of US$321 million. We supplemented our cash position in January 2024 with a US$500 million gold prepay arrangement with several members of our existing lending syndicate, further bolstering the balance sheet as we continue to fund sustaining, development, and growth projects across the operating portfolio. To further supplement our balance sheet, on January 28, 2025, we issued an aggregate principal amount of $460 million of 2.75% convertible senior unsecured notes due 2030. The proceeds of the offering were used to pay down the outstanding amounts under our revolving credit facility. As a result, we have access to a fully undrawn US$800 million revolving credit facility with an additional US$200 million accordion feature.

During 2024, even through a challenging operational year, specifically at the Fekola mine, we were able to return $211 million to our shareholders by way of dividends. On January 13, 2025, we announced an amendment to our shareholder returns strategy to increase financial flexibility as we complete the current phase of our organic growth. Under the amended framework, the proforma dividend yield as of December 31, 2024, would be 3.3%, remaining one of the highest dividend yields among the global precious metal producers. We also announced our intention to implement a normal course issuer bid (“NCIB”), which we launched on April 3, 2025. The NCIB is reflective of our belief that the market may undervalue our common shares occasionally and that the shares may trade in a price range which may not adequately reflect their value in relation to the business, assets, and prospects of B2Gold from time to time and that purchases of the shares pursuant to the NCIB may represent an appropriate and desirable use of the Company’s capital.

CONTINUED FOCUS ON GROWTH

Construction of our Goose Project, the most advanced project in our 100%-owned Back River Gold District, located in Nunavut, Canada, continued on schedule in 2024. We recognize that respect and collaboration with the Kitikmeot Inuit Association (“KIA”) is central to the license to operate in the Back River Gold District and we will continue to prioritize developing the project in a manner that recognizes Inuit priorities, addresses concerns, and brings long-term socio-economic benefits to the Kitikmeot Region. We look forward to continuing to build on our strong collaboration with the KIA and Kitikmeot communities.

All planned construction activities for 2024 at the Goose Project were successfully completed, with overall project development progressing on schedule. We are excited to share with you that the first gold pour remains on track for June 2025, followed by a ramp-up to commercial production in the third quarter of 2025. Gold production for calendar year 2025 is estimated to range between 120,000 and 150,000 ounces. Open pit and underground mining activities are already underway, aimed at building high-grade stockpiles in preparation for mill commissioning. From 2026 to 2031, average annual production is expected to be approximately 300,000 ounces, supported by the latest published Mineral Reserves. Our internal view and the current substantial Mineral Resource inventory indicate a long mine life, establishing the Goose Project as a significant contributor to B2Gold’s long-term gold production.

On June 18, 2024, we announced the results of a positive Preliminary Economic Assessment (“PEA”) for our 100%-owned Gramalote Project, located in Antioquia, Colombia. The PEA outlines a strong production profile, with projected annual gold production of 234,000 ounces during the first five years of

operation, and an average of 185,000 ounces per year over a 12.5-year project life. The study also highlights a low-cost operating structure and favourable metallurgical characteristics, reinforcing the project’s potential as a robust and economically attractive asset. We are progressing well on a feasibility study for the Gramalote Project and expect to be able to release the results by the middle of 2025.

SAFETY FIRST

B2Gold continues to lead the industry in health and safety, environmental, and social initiatives across our operations, guided by our core principles of fairness, respect, transparency, and accountability. Our commitment to responsible mining will be detailed in our upcoming Responsible Mining Report, set for release in May 2025 and I encourage you to explore it. The report showcases our 2024 milestones and achievements, including an impressive ninth consecutive year without an on-site fatality across all operations, while upholding one of the industry’s lowest injury rates. We maintained our Lost Time Injury Frequency Rate (“LTIFR”) and Total Recordable Injury Frequency Rate (“TRIFR”) at mining industry lows of 0.05 and 0.28, respectively. Most notably, our team at Masbate surpassed an outstanding six years (39.3 million hours) without a Lost Time Injury (“LTI”).

These safety achievements are made possible by our dedicated and diverse global workforce. Of our 6,478 employees globally, approximately 97% are national employees and 13.3% of employees are female.

We remain dedicated to creating inclusive and accessible work environments that support individuals from diverse backgrounds, abilities, cultures, and identities.

ENVIRONMENTAL RESPONSIBILITY

As a responsible mining company, B2Gold is committed to developing resources in a way that mitigates environmental and biodiversity impacts. We implement a Global Water Strategy aligned with the International Council on Mining and Metal’s (“ICMM”) Water Stewardship Framework, aiming to minimize water-related risks and enhance water management across our operations. Each site has developed its own Operational Water Management Plan tailored to address the specific water risks unique to its location. In addition, we will publish in May our 2024 Climate Strategy Update, aligned with the recommendations of the Task Force on Climate-Related Financial Disclosures. The Climate Strategy Update outlines our efforts to assess and mitigate physical and transition climate-related risks and reduce our carbon footprint in support of our target to reduce Scope 1 and 2 greenhouse gas (“GHG”) emissions by 30% by 2030 against a 2021 baseline.

B2Gold is committed to reducing GHG emissions through a structured decarbonization pathway. Our approach prioritizes expanding renewable energy, electrification, enhancing energy efficiency, and adopting emerging carbon reduction technologies. With the completion of the 22 megawatt (“MW”) Fekola solar plant expansion in January 2025, the site now sources approximately 30% of its electricity from solar power, reducing emissions by an estimated 63,000 tonnes of carbon dioxide equivalent (“CO2 e”) annually. At Masbate, we are advancing two solar initiatives, a rooftop solar panel project with a total capacity of approximately 1 MW, and a 8.2-MW solar plant set for installation in 2025. This solar plant is expected to reduce GHG emissions by approximately 8,800 tonnes of CO2e per year and reduce heavy fuel oil (“HFO”) consumption by 3.4 million liters per year. Meanwhile, at Otjikoto, a newly commissioned 9.6-MW third-party solar plant will boost solar energy to approximately 35% of the site’s total electricity demand.

COMMITMENT TO COMMUNITIES

We remain committed to the well-being of the communities where we operate, implementing management approaches that drive positive, sustainable outcomes for both our business and stakeholders. We extend our gratitude to all levels of government and the communities in the countries where we operate for fostering strong, trusting relationships with us. In 2024, we contributed approximately US$564 million in taxes, royalties, and dividend payments to governments in Mali, Namibia, the Philippines, Colombia, and Canada, along with approximately US$13 million in community investments.

A stand out initiative at Fekola is the 70-hectare Goungoubato Agricultural Project, which supports households affected by resettlement. With an initial investment of approximately $1 million, B2Gold has provided land clearing, cultivation preparation, specialized technical support and training, agricultural inputs, and essential infrastructure, creating opportunities for smallholder farmers.

Masbate’s current community investment initiatives focus on job creation and local content development as key drivers of sustainable growth. A key highlight is the Digital Hub, a co-working space designed to connect community members with digital employment opportunities, including roles in virtual assistance, web development, and e-commerce.

B2Gold Namibia’s community investment efforts focus on meeting critical needs, fostering sustainable growth, and ensuring long-term community resilience beyond mine operations. Through strategic investments, B2Gold Namibia is building a lasting legacy that strengthens healthcare, water security, and education in the region. In 2024, the Ombili Clinic was completed ahead of schedule and successfully handed over to local authorities and marks a major advancement in regional healthcare. This facility will provide primary health services to the residents of the Ombili settlement.

In memory of the late Managing Director and Country Manager of B2Gold Namibia, B2Gold was honoured to launch the Mark Dawe Legacy Fund in 2025 which will support the Nakayale Private Academy with US$100,000 annually for as long as B2Gold has a footprint in Namibia. This legacy reflects Mark’s enduring belief in the power of education to transform lives.

At our Back River Gold District in Nunavut, we uphold our long-term commitment to Kitikmeot Inuit through the Inuit Impact Benefit Agreement (“IIBA”) with the Kitikmeot Inuit Association (“KIA”), signed in 2018. This renewable 20-year agreement ensures land tenure security while maximizing benefits for Kitikmeot Inuit. The IIBA is designed to mitigate potential impacts of mining operations while fostering training, employment, and business opportunities, ensuring a sustainable and mutually beneficial partnership. In 2024, B2Gold Nunavut strengthened its partnership with the Cambridge Bay-based Redfish Arts Society, an initiative focused on delivering skilled trades training to at-risk Inuit youth. In 2024, this collaboration created 15 Inuit employment opportunities, including 14 student roles and one assistant instructor, generating 15,340 hours of employment for students, trainers, and support staff.

B2Gold Nunavut also launched its Emergency Response Team Preparation School (“ERT Prep School”) at the Back River Gold District – a new training platform designed to prepare Inuit employees interested in joining the Emergency Response Team. This self-paced learning environment, supported by experienced Inuit ERT members and ERT coordinators, equips participants with essential emergency response skills in preparation for the Workers’ Safety and Compensation Commission (“WSCC”) Mines Rescue Course. Upon completing the ERT Prep School, participants can choose to pursue full ERT certification or serve as associate members.

As a proud Canadian company, B2Gold remains dedicated to making a positive impact in the Vancouver area, through our More Than Mining Fund. This fund supports programs addressing poverty, mental health, addiction, violence, and abuse by partnering with local charities that provide essential social services to vulnerable and at-risk individuals. In 2024, B2Gold allocated approximately $1 million to community organizations through this initiative.

CONTINUED FOCUS ON EXPLORATION

We executed another year of aggressive exploration in 2024, incurring US$61 million in exploration expenditures, predominantly at the Back River Gold District, with the goal of enhancing and growing the significant resource base at the Goose Project and surrounding regional targets. In Namibia, the exploration program at the Otjikoto Mine was the largest since 2012 with a focus on drilling the recently discovered Antelope deposit. In Mali, the exploration program was directed at a more strategic search for near-mine, near-surface sources of additional sulphide-related gold mineralization. In the Philippines, the exploration program at Masbate focused on drilling targets immediately south of mine infrastructure. In 2025, we continue to invest heavily in exploration, with a budget of $64 million being allocated among brownfield and greenfield opportunities, with approximately 50% being committed to the Back River Gold District. In addition, the search for new joint ventures and strategic investment opportunities will continue, building on existing equity investments in Snowline Gold Corp., Founders Metals Inc., AuMEGA Metals Ltd., and Prospector Metals Corp.

LOOKING AHEAD

For the balance of 2025 and beyond, we continue to raise the bar on our previous sustainability performance and remain committed to continuing to execute on our strategic objectives: maximize profitable production from our mines; grow as a profitable and responsible gold producer through further advancement of our pipeline of development and exploration projects; evaluate new exploration, development and production opportunities; and continue to pay an industry competitive dividend yield. We are dedicated to delivering on these objectives while continuing to drive positive outcomes for all stakeholders, ensuring that our growth is both profitable and responsible.

In closing, I want to express my heartfelt gratitude to our dedicated employees, whose track record of safe production, excellence and unwavering professionalism has been the driving force behind our continued success. Their resilience and determination over the past few years have been truly remarkable. I would also like to thank our Board of Directors for their steadfast support and guidance, and to acknowledge our exceptional executive team - your leadership, adaptability, innovation, and ability to execute continue to inspire and impress.

And finally, to you, our Shareholders - thank you. Your trust and support over the past 18 years have been instrumental in our journey to becoming a safe, responsible, and profitable senior gold producer. None of this would have been possible without you.

Yours sincerely,

Clive Johnson

President, CEO, Founder and Director

This Information Circular is being sent to both Registered Shareholders and Non-Registered Shareholders (as defined below) of common shares in the capital of the Company (“Common Shares”) using Notice and Access, the delivery procedures that allow the Company to send Shareholders paper copies of a notice of meeting and form of proxy or voting instruction form (“VIF”), while providing Shareholders access to electronic copies of the Information Circular over the internet or the option to receive paper copies of the Information Circular if they so request within the prescribed time periods. For more information, please refer to the Notice and Access Notification delivered to you.

Non-Registered Shareholders who have previously provided the Company with standing instructions that they wish to receive paper copies of the Information Circular will continue to be mailed a paper copy of the Information Circular.

Solicitation of Proxies

This Information Circular is furnished in connection with the solicitation of proxies by the Management of the Company for use at the Meeting to be held on the Meeting Date, being Thursday, June 19, 2025, at 2:00 p.m. (Vancouver time) at the Fairmont Hotel Vancouver, Pacific Ballroom, 900 West Georgia Street, Vancouver, British Columbia and in a virtual format conducted via live audio webcast online at https://web.lumiagm.com/400-892-334-488 or at any adjournment thereof for the purposes set forth in the accompanying Notice of Meeting. While it is expected that the solicitation of proxies will be primarily by mail, proxies may also be solicited personally or by telephone by the Directors, officers and regular employees of the Company at a nominal cost to the Company.

Laurel Hill Advisory Group (“Laurel Hill”) is acting as the Company’s proxy solicitation agent. If you have any questions or require assistance in voting your proxy, please contact Laurel Hill at 1-877-452-7184 toll free in North America, or 416-304-0211 (outside North America); or by e-mail at assistance@laurelhill.com. The Company will be paying Laurel Hill a fee of $45,000, plus reasonable out-of-pocket expenses.

The cost of solicitation will be borne by the Company. Except as required by statute, regulation or policy thereunder, the Company does not reimburse Shareholders, nominees or agents (including brokers holding shares on behalf of clients) for the cost incurred in obtaining from their principals an authorization to execute each form of proxy.

Voting Procedures

Please carefully review and follow the voting instructions below based on whether you are a Registered or Non-Registered Shareholder of the Company:

Voting is Easy. Vote Well in Advance of the Proxy Deadline on Tuesday, June 17, 2025 at 2:00 p.m. Vancouver Time (the “proxy cut-off time”). Late proxies may be accepted by the Chair of the Meeting in their discretion, with or without notice, and the Chair is under no obligation to accept or reject any particular late proxy.

REGISTERED SHAREHOLDER VOTING

A proxy will not be valid unless it is signed by the Registered Shareholder, or by the Registered Shareholder’s attorney with proof that they are authorized to sign. If you represent a Registered Shareholder that is a corporation or an association, your proxy should have the seal of the corporation or association and must be executed by an officer or an attorney who has written authorization. If you execute a proxy as an attorney for an individual Registered Shareholder, or as an officer or attorney of a Registered Shareholder that is a corporation or association, you must include the original or notarized copy of the written authorization for the officer or attorney with your proxy form.

If the instructions in a form of proxy given to the proxy nominee are certain, the Common Shares represented by proxy will be voted or withheld from voting on any poll in accordance with the instructions of the Shareholder as specified in the proxy with respect to the matter to be acted on. If a choice is not so specified with respect to any such matter, the Common Shares represented by a proxy given to the proxy nominee will be voted in favour of the resolutions referred to in the form of proxy accompanying this Information Circular, including, for the election of the nominees of management for Directors, approval of certain matters relating to the Stock Option Plan, and for the appointment of the Auditor.

The form of proxy accompanying this Information Circular confers discretionary authority upon the proxy nominee with respect to any amendments or variations to matters identified in the Notice of Meeting and any other matters that may properly come before the Meeting. As at the date of this Information Circular, Management is not aware of any such amendments or variations, or of other matters to be presented for action at the Meeting.

A Shareholder has the right to appoint a person (who need not be a Shareholder) to attend and act for such Shareholder on such Shareholder’s behalf at the Meeting other than the persons designated in the form of proxy, and may exercise such right by inserting the name in full of the desired person in the blank space provided in the form of proxy.

Registered Shareholders who have duly appointed a proxy holder to attend and vote at the Meeting MUST register the appointed proxy holder with Computershare by visiting http://www.computershare.com/B2Gold before the proxy cut-off time. Computershare will ask for the appointed proxy holder’s contact information and will send such appointed proxy holder a user ID number or username via email shortly after this deadline and then may proceed with the steps above to log into the virtual Meeting.

Registered Shareholders should note that if they participate and vote on any matter at the Meeting they will revoke any previously submitted proxy.

NON-REGISTERED SHAREHOLDER VOTING

If Common Shares are listed in an account statement provided to a Shareholder by a broker, then, in almost all cases, those Common Shares will not be registered in the Shareholder’s name on the records of the Company. Such Common Shares will more likely be registered under the name of an intermediary, typically the Shareholder’s broker or an agent of that broker. In Canada, the vast majority of such shares are registered under the name of CDS & Co. (the registration name for CDS Clearing and Depository Services Inc.), which company acts as a nominee for many Canadian brokerage firms. Common Shares held by brokers (or their agents or nominees) on behalf of a broker’s client may only be voted (for or against resolutions) in accordance with instructions received from the Non-Registered Shareholder. Without specific instructions, brokers and their agents and nominees are prohibited from voting shares for Non-Registered Shareholders.

Securities regulatory policies require brokers and other intermediaries to seek voting instructions from Non-Registered Shareholders in advance of Shareholders’ meetings. Each broker or intermediary has its own mailing procedures and provides their own return instructions to clients, which should be carefully followed by Non-Registered Shareholders in order to ensure that their Common Shares are voted at the Meeting. Often the form of proxy or VIF supplied to a Non-Registered Shareholder by its broker is identical to the form of proxy provided by the Company to the Registered Shareholders. However, its purpose is limited to instructing the Registered Shareholder (i.e., the broker or intermediary) how to vote on behalf of the Non-Registered Shareholder.

Virtual Participation at the Meeting

QUESTIONS AT THE MEETING

The Company believes that the ability to participate in the Meeting in a meaningful way, including asking questions, remains important despite the decision to also offer virtual participation at this year’s Meeting. It is anticipated that Registered Shareholders and proxy holders (including Non-Registered Shareholders who have appointed themselves as proxy holder) attending virtually will have substantially the same opportunity to ask questions on matters of business before the Meeting as those Shareholders and proxy holders attending in person. Upon Shareholders logging into the virtual meeting platform, they will have the opportunity to start submitting questions prior to the Meeting and will continue to have the opportunity to submit questions during the Meeting. Questions may be sent to the Chair of the Meeting using the online Q&A tool on the meeting portal. Only Registered Shareholders and duly appointed proxy holders will be able to submit questions. Guests will not be able to submit questions.

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

Questions will be read by the Chair of the Meeting or a designee of the Chair and responded to by a representative of the Company. 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 which are determined to be inappropriate or otherwise out of order.

After the formal business of the Meeting, the Company will hold a Q&A session during which the Chair and the Company’s senior management intend to answer questions submitted during the Meeting.

DIFFICULTIES ACCESSING THE VIRTUAL MEETING

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

If you attend the Meeting online, it is important that you are connected to the internet at all times during the Meeting in order to vote when balloting commences. It is your responsibility to ensure connectivity for the duration of the Meeting. Note that if you lose connectivity once the Meeting has commenced, there may be insufficient time to resolve your issue before ballot voting is completed. Even if you plan to attend the Meeting, you should consider voting your shares in advance so that your vote will be counted even in the event that you later decide not to attend the Meeting or in the event that you experience any technical difficulties and are unable to access the Meeting for any reason.

If you experience technical difficulties during the registration process or if you encounter difficulties while accessing and attending the Meeting, please contact Lumi, the provider of the virtual meeting interface, at support-ca@lumiglobal.com.

ASSISTANCE WITH VOTING

Shareholders who need assistance with voting their shares should contact Laurel Hill Advisory Group, the proxy solicitation agent, by telephone at 1-877-452-7184 (North American Toll Free) or 416-304-0211 (Outside North America) or by email at assistance@laurelhill.com.

Revocability of Proxies and Change of Proxies

In addition to revocation in any other manner permitted by law, a Registered Shareholder who has given a proxy may revoke it by an instrument in writing executed by the Shareholder or by the Shareholder’s attorney authorized in writing or, where the Shareholder is a corporation, by a duly authorized officer or attorney of the corporation. To be valid, an instrument of revocation must be received by the registered office of the Company by fax at (604) 669-1620 or by mail at Lawson Lundell LLP, 1600 – 925 West Georgia Street, Vancouver, British Columbia V6C 3L2, at any time up to and including the last business day preceding the Meeting Date or any adjournment thereof, or provided to the Chair of the Meeting on the day fixed for the Meeting or any adjournment thereof by not later than the time fixed for commencement of such Meeting. Further, Registered Shareholders may change the way they have voted by proxy by sending a new proxy prior to the proxy cut-off time to revoke their previous vote. The latest proxy received by Computershare will be the only one that is valid.

A revocation of a proxy does not affect any matter on which a vote has been taken prior to the revocation. Registered Shareholders may attend and vote in person or virtually at the Meeting, and if they do so, any voting instructions they previously gave for such Common Shares will be revoked.

Only Registered Shareholders have the right to revoke a proxy. Non-Registered Shareholders can change their vote by contacting their broker or intermediary in sufficient time prior to the Meeting, and prior to their broker’s or intermediary’s cut-off time, to arrange to change the vote and, if necessary, revoke the proxy.

Shareholders who have questions or need assistance with voting their shares should contact Laurel Hill Advisory Group, the proxy solicitation agent, by telephone at 1-877-452-7184 (North American Toll Free) or 416-304-0211 (Outside North America) or by email at assistance@laurelhill.com.

All references to Shareholders in this Information Circular and the accompanying form of proxy and Notice of Meeting are to Shareholders as of the Record Date unless specifically stated otherwise.

Voting Shares and Principal Holders Thereof

The Board of Directors has fixed the close of business on Tuesday, April 22, 2025 as the Record Date for the determination of Shareholders entitled to receive notice of and to vote at the Meeting or at any adjournment thereof. As at the Record Date, 1,321,372,840 Common Shares were issued and outstanding. Each Common Share outstanding on the Record Date carries the right to one vote. The Company will arrange for the preparation of a list of the Registered Shareholders on such Record Date. Each Registered Shareholder named in the list will be entitled to one vote at the Meeting for each Common Share shown opposite such Shareholder’s name. Registered Shareholders holding Common Shares for the benefit of Non-Registered Shareholders are required to vote such shares as directed by the Non-Registered Shareholders, as more particularly described above.

The quorum for the transaction of business at the Meeting is two persons present at the Meeting who hold, or represent by proxy, in aggregate at least 5% of the issued and outstanding Common Shares entitled to be voted at the Meeting.

To the knowledge of the Directors and Executive Officers of the Company, as at the Record Date, only Van Eck Associates Corp. beneficially owns, controls or directs, directly or indirectly, Common Shares carrying 10% or more of the voting rights attached to all outstanding shares of the Company, which holds 149,899,817 Common Shares representing 11.3% of the voting rights attached to all outstanding Common Shares of the Company.

1) Set the Number of Directors at Ten (10)

The Company’s Articles provide that the number of Directors to be elected will be the number determined by ordinary resolution.

2) Election of Directors

The Board of Directors presently consists of ten Directors (the “Current Directors”). Each of the Current Directors is nominated by the Board of Directors for election as a Director of the Company to serve until the next annual general meeting of the Company or until such person otherwise ceases to hold office (the “Director Nominees”).

MAJORITY VOTING FOR DIRECTORS

The Company has a policy (the “Majority Voting Policy”) which requires, unless there is a contested election, any nominee for election as a Director who receives a greater number of votes “withheld” than votes “for” such Director Nominee’s election to tender his or her resignation to the Chair of the Board of Directors immediately following the Meeting, effective on acceptance by the Board.

The Corporate Governance and Nominating Committee (“Governance Committee”) will consider the resignation and make a recommendation to the Board. No Director who has tendered his or her offer to resign will attend any meetings of the Governance Committee or the Board where his or her resignation is discussed, or a related resolution is voted upon. Absent exceptional circumstances, the Board will accept the resignation. The Board of Directors will make its final decision and announce the decision in a news release within 90 days following the Meeting. The applicable Director will not participate in any deliberations regarding such Director’s resignation offer.

ADVANCE NOTICE OF DIRECTOR NOMINATIONS

The Company has adopted an advance notice policy (the “Advance Notice Policy”), which was approved by the Board on April 22, 2014, and ratified, confirmed and approved by the Shareholders on June 13, 2014. The Advance Notice Policy was subsequently amended by the Board on March 13, 2018 to implement certain non-material, clarifying amendments of a housekeeping nature. On February 23, 2021 and April 28, 2021, as part of its continuous review of the Company’s corporate governance practices, the Board approved certain additional amendments to the Advance Notice Policy, which amendments were ratified by the Shareholders at the Company’s annual general and special meeting on June 11, 2021.

Through the Advance Notice Policy, the Directors of the Company are committed to:

The Advance Notice Policy fixes a deadline by which holders of record of Common Shares must submit Director nominations to the Company prior to any annual general and/or special meeting of Shareholders and sets forth the information that a Shareholder must include in the notice to the Company for the notice to be in proper written form in order for any Director nominee to be eligible for election at any annual general and/or special meeting of Shareholders.

No Director nominations have been made by the Shareholders in connection with the Meeting under the terms of the Advance Notice Policy as at the date of this Information Circular.

DIRECTOR NOMINEES

Information regarding each of the Director Nominees can be found beginning on page 26.

Each Director elected will hold office until the next annual general meeting of the Company or until such Director’s successor is elected or appointed, unless such Director’s office is earlier vacated in accordance with the Articles of the Company or with the provisions of the Business Corporations Act (British Columbia) (the “BCBCA”). Management does not contemplate that any of the Director Nominees will be unable to serve as a Director; however, if for any reason any of the Director Nominees do not stand for election or are unable to serve as such, the Common Shares represented by properly executed proxies given in favour of management’s nominee(s) may be voted by the management proxyholder, in such person’s discretion, in favour of another nominee.

3) Appointment of Auditor

Management proposes the appointment of PricewaterhouseCoopers LLP as Auditor of the Company to hold office until the next annual meeting of the Company and will also propose that the Directors of the Company be authorized to fix the remuneration to be paid to the Auditor.

PricewaterhouseCoopers LLP was first appointed Auditor of the Company on September 18, 2007.

4) Advisory Vote on Executive Compensation

The Company endorses a “Pay for Performance” approach for executive compensation in order to reinforce the linkages between compensation and the Company’s strategic objectives and risk management processes. We believe that a “Pay for Performance” philosophy achieves the goal of attracting and retaining talented executives by rewarding behaviours that reinforce the Company’s values while also delivering on its corporate objectives, thereby aligning executives’ interests with those of our Shareholders. In considering its approach to executive compensation, the Board takes into account the results of the Shareholder vote for “Say on Pay”, together with feedback it receives from Shareholders. The Say on Pay advisory vote held at the 2024 annual general meeting of Shareholders (“2024 AGM”) was supported with 96.5% approval.

While this outcome was strongly supportive of the Company’s approach to the executive compensation program, Compensation Committee, in conjunction with its independent compensation consultant, continues to review current market practices regarding executive compensation and will continue to seek Shareholder feedback to discuss compensation and governance matters and provide Shareholders the opportunity to express any concerns in its review of the executive compensation program during 2024. For a detailed discussion of the Company’s executive compensation program, please see “Executive Compensation” below.

The purpose of the “Say on Pay” advisory vote is to give Shareholders a formal opportunity to provide their views on the disclosed objectives of the executive compensation plans, and on the plans themselves, by voting on the following resolution:

“IT IS RESOLVED, on an advisory basis, and not to diminish the role and responsibilities of the Board of Directors, that the Shareholders of the Company accept the approach to executive compensation disclosed in the Information Circular delivered in advance of the Meeting.”

As this is an advisory vote, the results will not be binding upon the Board. However, the Board will take the results of the vote into account, as appropriate, when considering future compensation policies, procedures and decisions. In the event that the “Say on Pay” advisory resolution is not approved by a majority of the votes cast at the Meeting, the Board will consult with its Shareholders (particularly those who are known to have voted against it) to understand their concerns and will review the Board’s approach to compensation in the context of those concerns.

The Company will disclose the results of the Shareholder “Say on Pay” advisory vote as a part of its report on voting results for the Meeting.

The Board of Directors is committed to robust corporate governance practices that are both in the interest of stakeholders and contribute to effective and efficient decision making. National Policy 58-201, Corporate Governance Guidelines (“NP 58-201”) establishes corporate governance guidelines which apply to public companies. The Company has reviewed its own corporate governance practices in light of these guidelines and the Board considers that the Company’s corporate governance practices substantially comply with NP 58-201. The Board will continue to review with Management the corporate governance practices of the Company to ensure that they are sound.

In accordance with National Policy NI 58-101, Disclosure of Corporate Governance Practices (“NI 58-101”) the Company is required to disclose, on an annual basis, its approach to corporate governance. The following is a description of the Company’s approach to corporate governance.

Board of Directors

The Board considers its composition and size on an ongoing basis. Directors are recruited from time to time with a view to achieving and maintaining a majority of Independent Directors while at the same time maintaining complementary skill, knowledge and experience in the mining industry. The Board of Directors is currently comprised of ten Directors. Accordingly, there are ten Director Nominees. The Board of Directors considers nine of the ten Director Nominees as currently independent in accordance with the definition of “independence” set out in National Instrument 52-110 (“NI 52-110”), as it applies to the Board of Directors, and in accordance with the applicable rules of the NYSE American.

Clive Johnson is not considered to be independent given his role as the President and Chief Executive Officer (“CEO”) of the Company. Upon the election of the Director Nominees, the majority of the Directors will be independent.

To facilitate the exercise of independent judgement by the Board in carrying out its responsibilities, all of the Board’s Committees are comprised of solely Independent Directors. Each member of the Audit Committee and the Compensation Committee is considered to be independent for the purposes of NI 52-110, the rules of the NYSE American and, where applicable, Rule 10A-3 of the U.S. Exchange Act of 1934, as amended (the “Exchange Act”).

The Independent Directors meet as a group, without the presence of management or Non-Independent Directors (“in-camera” sessions), at each quarterly Board meeting and such other times as they consider appropriate, and communication among the Independent Directors occurs on an ongoing basis as the need arises. The Board believes that adequate procedures are in place to facilitate the independent functioning of the Board. The Board held Independent Director in-camera sessions at all regularly scheduled quarterly Board and Committee meetings.

Kelvin Dushnisky is an Independent Director, and is Chair of the Board and presides as such at each Board meeting. The Chair’s role involves reviewing items of importance for consideration and deliberation by the Board of Directors, providing leadership to the Board of Directors in discharging their mandate and managing the Board of Directors consistent with the corporate governance approach adopted by the Board from time to time.

There are no interlocking Directorships and no material related party transactions involving any Director of the Company.

Oversight of Risk Management

One of the primary responsibilities of the Board is to determine the process followed to identify and manage major risks faced by the Company. Identifying and effectively managing risks allows B2Gold to operate efficiently and generate stakeholder value.

The Company has a Risk Management Framework which defines a risk hierarchy and utilizes robust functional risk workshops for the identification of risks and relevant controls. As per the Risk Management Framework, the Senior Executive Team receives risk reports regularly and engages in the execution of mitigations strategies and the escalation of risks to the Board.

The SVP Legal and Corporate Communications and the Chief Financial Officer together with other members of Management provide regular updates on the Company’s strategy, industry landscape and key risks to the Board. This is done to ensure that strategic oversight remains a dynamic and ongoing collaboration, drive accountability and provide our Board with visibility over management actions to respond to risks.

The Board address key risks taking into consideration B2Gold’s strategy and significant operational, financial and business developments. The review of the risk management process and the list of key risks is primarily a responsibility of the Audit Committee and risk reports reviewed by the Audit Committee are also reviewed by the entire Board when the committee deems it appropriate.

Board Charter and Position Descriptions

A copy of the Charter of the Board of Directors is available on the Company’s website at https://www.b2gold.com/corporate/governance/.

The Board has developed written position descriptions for the Chair of the Board and the chair of each committee of the Board.

The responsibilities of the Chair of the Board include providing leadership to the Board in its duties to the Company and facilitating effective review, analysis and discussion at Board meetings.

A written position description has also been developed for the President and CEO. The responsibilities of the President and CEO include managing the efficient and effective operation of the Company, assisting the Board in establishing and implementing the strategic direction of the Company and ensuring all material matters affecting the Company are brought to the attention of the Board.

Shareholder Engagement

We have a Disclosure, Confidentiality and Insider Trading Policy (the “Disclosure Policy”) that guides our commitment to providing timely, factual, and accurate disclosure of material information about the Company to our Shareholders, the financial community, and the public. The Company has adopted disclosure practices that ensure material information is disclosed to investors, analysts, and all members of the public in accordance with applicable securities laws. Any communications or meetings with our Shareholders or others will comply with those disclosure practices. The Board reviews and approves the contents of major disclosure documents, including our annual and quarterly financial reports to Shareholders, Annual Information Form, and Circular. A copy of our Disclosure Policy is available on our website https://www.b2gold.com/corporate/governance/.

Communications regarding our business and operations, financial results, and strategy are provided by senior management periodically throughout the year in many ways, including our annual and quarterly financial reports, Annual Information Form, Responsible Mining Report, news releases, and through industry and investor conferences and meetings with analysts and investors. Management also hosts conference calls and webcasts for quarterly earnings releases and major corporate developments as soon as practical after they are publicly announced. These disclosure documents, investor presentations, conference calls, and webcasts are available through our website at www.b2gold.com/investors.

Orientation and Continuing Education

Upon appointment, each new Director is given an outline of the nature of the Company’s business, its corporate strategy, current issues with the Company, short, medium and long-term corporate objectives, business risks and mitigation strategies, corporate governance guidelines and existing Company policies. In addition, new Directors are required to meet with Management to discuss and better understand the Company’s business and will be advised by counsel to the Company of their legal obligations as Directors of the Company.

Given the skill and knowledge of the current Board of Directors, as a whole, the Governance Committee is of the view that a formal continuing education process is not currently required. The Board of Directors is comprised of individuals with varying backgrounds, who, both collectively and individually, have extensive experience in running and managing public companies in the natural resource sector. Reference is made to the table under the heading “Election of Directors” for a description of the current principal occupations of the Director Nominees. Board members are encouraged to communicate with Management, auditors and technical consultants to keep themselves current with industry trends and developments and changes in legislation. There are technical presentations at Board meetings, focusing on either a particular property or a summary of various properties. The question and answer portions of these presentations are a valuable learning resource for the non-technical Directors. Board members have full access to the Company’s records.

However, the Governance Committee has established a Board education program, which will include two educational sessions to be presented to the full Board by external subject matter experts during each calendar year. In addition, all of the Directors are members of the Institute of Corporate Directors.

Directors are encouraged to participate in any educational opportunities that they deem appropriate and necessary for them to stay apprised of relevant subject matter either specific to any committees they serve on, or to support their function as a Director. Throughout 2024, both Ms. Weisman and Ms. Pankratz participated in multiple sessions on various topics relevant to ESG, finance, audit matters and governance matters including Climate Change and Cybersecurity.

The orientation and continuing education process is reviewed on an annual basis and will be revised as needed.

Nomination of Directors

The Governance Committee is responsible for identifying and recommending to the Board of Directors potential candidates to fill Board vacancies in alignment with the Company’s succession planning activities and diversity objectives (see “Diversity” and “Board Renewal” below). The Governance Committee is currently comprised of Robin Weisman (Chair), Lisa Pankratz and Kelvin Dushnisky, each of whom is an Independent Director within the meaning of all applicable Canadian securities laws and regulations, including the rules of the TSX and NYSE American. If all Director Nominees are elected, the proposed composition for the Governance Committee is not expected to change immediately following the Meeting.

The Governance Committee also reviews the structure, size, effectiveness, and composition of the Board against the needs of the business and makes recommendations to the Board with regard to any changes. The Governance Committee is refining the process of its annual assessment of Directors and makes recommendations to the Board concerning the re-election of any Director, having due regard to his or her performance and ability to continue to contribute to the Board. The Governance Committee also recommends individual Directors to the Board to serve as members or chairs of the Audit Committee, the Compensation Committee, the Sustainability Committee (as defined below), and any other committees established by the Board from time to time.

In addition, the Governance Committee is responsible for reviewing and overseeing the succession planning in respect to the Chief Executive Officer and the Company’s senior management team.

Diversity

In 2021, a Diversity Policy for Board and Management- level positions (the “Diversity Policy”), was adopted.

The Diversity Policy defines B2Gold’s approach to diversity with respect to Board and Management positions, including the identification, nomination and appointment of Board members, as well as the Company’s succession plan. The Diversity Policy sets targets of 30% for female representation on our Board and in Management-level positions. The Board achieved this target in January, 2023. Under the Diversity Policy, “Management” includes Executive Officers, other appointed officers, heads of department and other managers throughout the Company’s operations who support the corporate executive team in carrying out B2Gold’s strategy and plans, assist in managing governance and risk, oversee people and/or resources and ensure the Company’s standards are implemented, maintained and reported on.

In addition, the Governance Committee also reviews and considers the Diversity Policy annually in respect of Board refreshment activities, as well as the Human Resources team actively reflects on the Diversity Policy when considering any employment vacancies.

As at December 31, 2024, female managers make up 19.9% of the total management group (2023: 20.9%, 2022: 19.5%) of the total management group, which includes different levels of management. At levels below the senior management level, the talent pipeline has steadily increased since the Company commenced its EDI work in 2019. Female management directly below the senior management level has increased from 21.9% to 25.2% at the end of 2024; Professional level has increased from 20.4% to 27.9%; and Supervisory Level female representation increased from 18.5% to 21.9%. To further support EDI attraction, retention, training and development efforts, the Company launched a Global Mentorship Program for all senior employees across our operations. This program is continuing in 2025 with a second cohort of mentees.

This year’s Director Nominees include four women, representing 40% of the Director Nominees. Ms. Thabile Makgala identifies as racially diverse, which represents 10% of the Director Nominees. The Board reviews the Diversity Policy annually to assess its effectiveness and to propose amendments to support further progress. In addition, three of the four Board Committees are chaired by female Directors.

The Company recognizes the value of diversity and strives to eliminate employment barriers that interfere with the establishment of equal opportunities. The Company promotes diversity through: global and local leadership that is active, committed and accountable; strategies and plans to identify and remove barriers; policies that are fair, call for equal access and treatment; and inform principled decision-making and actions, including pay equity; training and development that support growth in the Company, providing career advancement opportunities and building talent pipelines; engagement of employees at all levels that stimulates dialogue, awareness, education and collaboration; change by way of actionable measures that is informed by and assessed through metrics; and grievance mechanisms with remedial action in cases of proven discrimination and harassment.

The Company remains focused on increasing the number of women in B2Gold’s workforce through recruitment, talent development, promotion and retention, and continues development of practices that support EDI, the development of the Company’s global talent pipeline, training initiatives, and continued implementation of employment practices that attract and retain people from diverse backgrounds. Given the diverse nature of the locations in which we operate, each operation tailors action plans to address EDI challenges and opportunities unique to their location.

Board Renewal

The Governance Committee is committed to a process of renewal and succession planning for Board members that will seek to bring fresh perspectives to the Board and facilitate the Company’s continued success, while also maintaining a necessary degree of continuity and an adequate opportunity for transition of Board and Board committee roles and responsibilities.

During 2022 and 2023, the Governance Committee worked with Heidrick & Struggles, a global executive search and leadership consulting firm in finalizing succession priorities and identifying candidates for an orderly renewal of the Board that balances the Company’s objectives, including with respect to diversity, with an optimal mix of skills, experience, independence, knowledge and cohesiveness.

The first phase of the Board’s succession plan started in 2023 with the addition of Kelvin Dushnisky, Lisa Pankratz and Thabile Makgala to the Board, while three of the long- standing Directors did not stand for re-election. In addition, in 2024, George Johnson retired from the Board of Directors and two new Directors were appointed, Gregory Barnes and DCS (Basie) Maree.

The Company is committed to working towards the right tenure mix on the Board, balancing fresh voices and perspectives with the institutional knowledge, experiences, mentorship, and maintaining a level of continuity from those who have helped build B2Gold into one of the premier responsible senior gold producers.

Assessments

As part of its mandate, the Governance Committee annually reviews the size and effectiveness of the Board of Directors, the committees of the Board, and the individual Directors, and reports on such assessments to the Chair and the Board as a whole. The Governance Committee circulates a survey to Directors assessing the effectiveness of the Board and its committees in respect of: Board organization and structure; Board culture; Board information and resources; strategy and plans; policies and procedures; Shareholder and corporate communications; and ways to enhance Board performance. The Board evaluation process is designed to provide Directors with an opportunity each year to examine how the Board is operating and to make suggestions for improvement. The Governance Committee reviews the results and makes recommendations to the Board, as necessary.

Ethical Business Conduct

The Board has adopted the Code of Business Conduct and Ethics (the “Code”) for the Directors, officers, employees, consultants and contractors of the Company and its subsidiaries, affiliates, joint ventures and any other entity controlled by the Company. A copy of the Code may be obtained from the Company’s website at https://www. b2gold.com and previously filed on our EDGAR profile at www.sec.gov.

While our Board is responsible for oversight and monitoring compliance with the Code, each individual is responsible for complying with the Code as it applies to all Company personnel. In addition, the Company’s Supplier Code of Conduct outlines our expectations of ethical behaviour from our third-party suppliers.

The Code outlines the standards of ethical behaviour that we expect from our people and those working on behalf of the Company around the world. The Code commits all personnel to conduct business in accordance with all applicable laws, rules and regulations, and to the highest ethical standards. All Company personnel are encouraged to report violations of the Code in accordance with the procedures set forth in the Code, including the Whistleblower Policy.

The Company plans to update its Code in 2025 and launch a training and certification campaign to educate its workforce in the updated requirements. The update of the Code includes the re-branding of its Whistleblower policy into an Ethics Helpline, designed not only to receive reports of potential or actual violations of policies and applicable law, but also to encourage the submission of queries on how to make the best decisions when faced with an unusual situation.

In addition to responding to any complaints or violations reported directly to Board members, the Board makes periodic inquiries of Company management as to issues related to compliance with Code requirements. In early 2025, the Board approved the implementation of a hotline management standard designed to ensure effective, efficient, objective and independent management of the reports submitted through the Whistleblower Hotline (to be re-branded as the Ethics Helpline in 2025). In addition, in the course of regular business and operations updates provided by Management, there are opportunities for the Board to discuss any compliance issues.

The Board, through the Governance Committee, is responsible for overseeing and monitoring compliance with the Code. Each Director, officer, employee, consultant and contractor of the Company and all of its subsidiaries, affiliates, joint ventures and any other entity controlled by the Company is expected to read and become familiar with the Code and may be required, from time to time, to affirm in writing his or her compliance with the Code.

To ensure proper awareness about the requirements of the Code and promote compliance, the Company has developed an annual disclosure and attestation program pursuant to which employees of the Company will sign a document certifying to comply with the Code. Directors of the Company sign this document on an annual basis and also certify compliance for the previous year.

The disclosure and attestation form is available in English, French, and Spanish to ensure that each individual fully comprehends the compliance requirement.

CONFLICT OF INTEREST POLICY

As required under the BCBCA and the Company’s Articles:

Directors or Executive Officers who have disclosed a material interest in any transaction or agreement that the Board is considering must abstain from voting on such matters. Generally, as a matter of practice, Directors or Executive Officers who have disclosed a material interest in any transaction or agreement that the Board is considering do not take part in any Board discussion with respect to that contract or transaction.

DISCLOSURE, CONFIDENTIALITY AND INSIDER TRADING POLICY

The Company has adopted a Disclosure, Confidentiality and Insider Trading Policy that supports the Company’s commitment to timely disclosure of material information, and also assists Directors, officers, employees and contractors in meeting their obligations under applicable securities laws, rules and regulations and the rules and regulations of the stock exchanges on which the Company’s securities are listed.

Among other matters, the policy sets out the Company’s disclosure principles, details procedures for dissemination of material information, including news releases and public filings, and specifies parameters for contact with the investment community, the media and analysts. In addition, the policy prohibits trading on material, non-public information and describes certain blackout periods and insider reporting obligations under applicable laws.

WHISTLEBLOWER POLICY

The Company has adopted a Whistleblower Policy that governs the process through which its officers, employees and others, either directly or anonymously, can notify either Whistleblower Security Inc., a third party service provider, the Chair of the Audit Committee or the Chair of the Board of Directors, of concerns relating to the Company’s accounting, internal controls or auditing matters, violations of the Company’s Anti-Corruption Policy, or compliance with applicable laws. In 2025, this policy will be revised and included in the new Code. The Whistleblower Hotline will continue to be maintained by an independent and specialized third-party provider, but it will be re-branded as the Ethics Helpline in order to ensure that stakeholders can report potential violations of policies and applicable law, as well as ask for guidance. The Ethics Helpline will continue to be managed by the hotline management standard adopted by the Board in early 2025.

ANTI-CORRUPTION POLICY

The Company has adopted an Anti-Corruption Policy that prescribes standards of professional and ethical conduct for the Company’s representatives, including its Directors, officers, employees, consultants and those indirectly representing the Company or any of its subsidiaries and affiliates. The policy prohibits any of the Company’s representatives from achieving results through violations of laws or regulations, or through unscrupulous dealings

The policy states that the Company does not tolerate bribery or corruption and is committed to acting professionally, honourably, and with integrity in all business dealings and relationships. This policy is being renewed and updated in 2025.

The Audit Committee and Governance Committee are responsible for monitoring compliance with the Code and Anti-Corruption Policy. In 2020, training was implemented globally for relevant employees on the Anti-Corruption Policy and an additional update and training session was completed in 2024 for relevant employees.

Committees of The Board

AUDIT COMMITTEE

The Audit Committee of the Company is currently comprised of Lisa Pankratz (Chair), Kevin Bullock, Robin Weisman, Jerry Korpan and Gregory Barnes.

If all of the Director Nominees are elected, the proposed composition for the Audit Committee will be Lisa Pankratz (Chair), Gregory Barnes, Kevin Bullock, Jerry Korpan and Robin Weisman. All current and proposed members of the Audit Committee are:

The Board has determined that Ms. Pankratz qualifies as an “audit committee financial expert” within the meaning of the applicable U.S. securities laws. Messrs. Bullock and Korpan have both held senior executive roles throughout their careers and have been reviewing financial reports for decades.

During Ms. Weisman’s career, she held a number of roles within the finance sector, including the Principal Investment Officer with the IFC, which role was focused on project financing (debt and equity) with a specialty in the mining space and has served as an audit committee member for another publicly listed entity. Mr. Barnes retired after 30 years in the global mining Industry and was Head of Mining Equity Research at TD Securities before joining B2Gold’s Board.

It is the Board of Directors’ responsibility to ensure that an effective internal control framework exists within the Company. The Audit Committee has been formed to assist the Board of Directors to meet its oversight responsibilities in relation to the Company’s financial reporting and external audit function, internal control structure and risk management procedures. In doing so, it is the responsibility of the Audit Committee to maintain free and open communication between the Audit Committee, the external auditors and Management.

The Audit Committee reviews the effectiveness of the Company’s financial reporting, reviews the external auditor’s evaluation of internal control policies, and reviews the effectiveness of the Company’s procedures for the identification, assessment, reporting and management of risks. The Audit Committee oversees and appraises the quality of the external audit and the internal control procedures, including financial reporting and practices, business ethics, policies and practices, accounting policies, and management and internal controls. In addition, the Audit Committee has oversight responsibilities with respect to related party transactions for potential conflicts of interest, if any.

For further information regarding the Company’s Audit Committee, please refer to the section entitled “Audit Committee” in the Company’s Annual Information Form dated March 28, 2025, which is available under the Company’s profile on SEDAR+ at http://www.sedarplus.ca/ and EDGAR at https://www.sec.gov/ or may be obtained upon request from the Secretary of the Company, Suite 3400, Park Place, 666 Burrard Street, Vancouver, British Columbia V6C 2X8.

COMPENSATION COMMITTEE

The Compensation Committee is responsible for determining the compensation of Executive Officers within the terms of the framework or broad policy determined and agreed with the Board for that purpose. The Compensation Committee makes recommendations to the Board on individual officer compensation.

Effective January 1, 2025, the Compensation Committee is comprised of Kelvin Dushnisky (Chair), Liane Kelly, and Gregory Barnes, each of whom is an Independent Director within the meaning of all applicable Canadian and U.S. securities laws and regulations, including the rules of the TSX and NYSE American. If all of the Director Nominees are elected, the proposed composition of the Compensation Committee is not anticipated to change immediately following the Meeting.

The Compensation Committee meets at least once each quarter and at such other times as required. In 2024, the Compensation Committee met eight times. The Compensation Committee is authorized to obtain, at the Company’s expense, outside professional advice in order to properly and fully perform its duties and responsibilities.

All of the proposed Compensation Committee members have significant experience with public companies and ongoing resource sector involvement. The skills and experience of each committee member that enable the Compensation Committee to make decisions on the suitability of the Company’s compensation policies and practices are as follows.

Each of the Director Nominees, Mr. Dushnisky, Ms. Kelly and Mr. Barnes have held senior executive roles throughout their respective careers and have been involved in various aspects of human resources matters including, compensation, succession planning, onboarding, employee engagement and performance management in their careers. The members of the Compensation Committee who served throughout 2024 and up to the Meeting, were all considered to be independent and have sufficient knowledge and experience in various aspects of human resources matters.

The Company’s compensation program is designed to provide Named Executive Officers (listed later) incentives for the achievement of near- term and long-term objectives, without motivating them to take unnecessary risk.

The Board delegates to the Compensation Committee the responsibility to provide risk oversight of the Company’s compensation policies and practices, and to identify and mitigate compensation policies and practices that could encourage inappropriate or excessive risk taking by the Named Executive Officers and other members of Management.

On an ongoing basis, the Board, in consultation with the Compensation Committee, considers the adequacy and form of Director compensation taking into account the responsibilities and risks involved in being a Director. In determining the appropriate level of compensation, the Board considers the types and amounts of compensation paid to Directors of comparable public companies.

SUSTAINABILITY COMMITTEE

The Board of Directors has appointed the Sustainability Committee (formerly, the Health, Safety, Environment, Social and Security Committee) (the “Sustainability Committee”) to ensure that the Company implements the standards necessary for:

The Sustainability Committee is currently comprised of Liane Kelly (Chair), Kevin Bullock, Thabile Makgala and DCS (Basie) Maree. If all of the Director Nominees are elected, the proposed composition of the Sustainability Committee is not anticipated to change immediately following the Meeting.

Liane Kelly is a CSR professional with extensive experience in environment, social and governance (“ESG”) oversight. Her expertise focuses on sustainability strategies, social risk management, and methodologies for effective community investment outcomes. Thabile Makgala is a Professional Mining Engineer and has over 20 years of experience at senior levels, in mining exploration, mine development and mine operations. Kevin Bullock is a registered Professional Mining Engineer with over 25 years’ experience in mining exploration, mining development and mine operations. DCS (Basie) Maree has over 40 years’ experience in the global mining industry and specifically Chief Operating Officer, Chief Technical Officer, or Mine General Manager roles. In addition, Mr. Maree holds a National Diploma in Extractive Metallurgy and a Bachelor of Technology, in addition to executive qualifications from INSEAD and Oxford University.

The Board of Directors is required to review the Sustainability Committee’s procedures and key performance indices to ensure Sustainability targets are in line with the corporate policies of the Company. Corporate Sustainability policies are reviewed and approved annually by the Sustainability Committee. Additionally, the Board requires an internal audit of all facilities at all phases of the mining life cycle be conducted every two years, with the results of such audits to be reviewed by the Sustainability Committee.

The Board maintains oversight of climate-related and other sustainability issues through the Sustainability Committee. The Sustainability Committee Charter expressly acknowledges its responsibility for climate-related risks and opportunities. The Sustainability Committee meets quarterly with the Company’s Chief Operating Officer to evaluate performance and risk management and to evaluate and update policies and procedures. In addition, at the corporate management level, the Company has established a Climate Risk Management Committee to identify climate-related risks, opportunities and priorities, and to ensure that opportunities to reduce GHG emissions are identified and achieved.

The Company publishes its annual Climate Strategy Report, which is available to view or download on the Company’s website at https://www.b2gold.com. The Climate Strategy Report sets out the Company’s strategy for contributing to climate change action, based on the following objectives: identifying and understanding the Company’s climate risks (physical and transition); establishing and reporting progress against science informed emissions reductions targets, including maintaining an updated GHG emission inventory (Scope 1, 2 and 3 emissions); evaluating and implementing changes to the Company’s energy and fuel sources to increase the proportion of renewable energy used; and continuously improving disclosure in alignment with the Task Force on Climate-Related Financial Disclosure (the “TCFD”) recommendations. The Climate Strategy Report contains four broad categories of climate-related disclosure in line with the TCFD recommendations: climate risk management strategy, governance, risk management and data and metrics. The Climate Risk Management Committee is responsible for updating and executing the Company’s climate strategy.

GOVERNANCE COMMITTEE

For information regarding the Company’s Governance Committee, please see “Nominations of Directors on page 39” above.