Notice of 2023 Annual Meeting of Shareholders

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

   

Table of Contents

DELIVERY OF PROXY MATERIALS

Kinross Gold Corporation (Kinross or the company) is providing shareholders with access to its management information circular (the circular) for the 2023 annual meeting of its shareholders (the meeting) electronically via notice and access, instead of mailing out paper copies, as permitted by Canadian securities regulators. Kinross is also providing shareholders with access to its 2022 annual report electronically, instead of mailing out paper copies. This means of delivery is more environmentally friendly as it will help reduce paper use and will also reduce the cost of printing and mailing materials to shareholders.

Shareholders have received a notice of availability of proxy materials (the notice) together with a form of proxy or voting instruction form. The notice provided instructions on how to access and review an electronic copy of the circular or how to request a paper copy. The notice also provided instructions on voting at the meeting. To receive a paper copy of the circular or the 2022 annual report, please follow the instructions in the notice.

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

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

Shareholders who have previously provided instructions to receive paper copies of the circular and the 2022 annual report have been sent a paper copy in addition to the notice.

GENERAL INFORMATION

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

This circular provides additional information with respect to the business of the meeting, Kinross and its directors and senior executive officers. This circular is dated March 14, 2023 and, unless otherwise stated, the information in this circular is as of March 13, 2023.

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

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

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

SHARES OUTSTANDING

As of March 15, 2023, there were 1,227,540,027 common shares outstanding, each carrying the right to one vote per common share.

To the knowledge of the directors and executive officers of the company, as of the date of this circular, there is no person or company that beneficially owns, directly or indirectly, or exercises control or direction over, directly or indirectly, voting securities of Kinross, carrying 10% or more of the voting rights attached to any class of voting securities, with the exception of 138,505,396 common shares held within mutual funds and other client accounts managed by Van Eck Associates Corporation which has filed a Schedule 13G on EDGAR showing its beneficial ownership of Kinross shares at 11.01% of the outstanding common shares as at December 31, 2022.

INFORMATION ABOUT VOTING

WHO CAN VOTE

Holders of common shares of Kinross (common shares or shares) at the close of business on March 15, 2023 (the record date), or their duly appointed representatives are eligible to vote.

Why is this year’s meeting virtual-only?

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

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

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

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

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

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

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

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

How can I vote in advance?

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

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

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

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

If you vote in advance, in order to be counted at the meeting your vote must be received by the transfer agent no later than 10:00 a.m. (Toronto time) on May 8, 2023 or if the meeting is adjourned, at least 48 hours (not including Saturdays, Sundays or statutory holidays in Ontario) prior to the reconvened meeting (the proxy deadline). If you are a non-registered shareholder, your instructions must be received by your intermediary at the address provided on that form by the cut-off time specified in your voting instruction form, which will typically be at least 24 hours earlier than the proxy deadline and you should contact your broker or intermediary for further details.

If you have any questions relating to the meeting or how to cast your vote, please contact Kingsdale Advisors by telephone at 1-866-851-3217 toll free in North America or 416-867-2272 outside of North America or by email at contactus@kingsdaleadvisors.com.

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

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

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

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

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Step 1 — Appoint your proxyholder

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

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

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Both this step and Step 2 below must be completed by the proxy deadline for the appointment to be valid and for your proxyholder to be able to attend and vote your shares at the meeting.

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

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Step 2 — Register your proxyholder with the transfer agent:

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

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

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

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

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

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

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

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

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

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

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

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

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How do I vote at the meeting?

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

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

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

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

If you are a registered shareholder and you have voted in advance or appointed another person as your proxyholder, please note that if you attend the meeting and accept the terms and conditions you will be deemed to have revoked all prior proxies and voting instruction for all matters. In this case, you will have the opportunity to vote during the meeting by following the instructions

provided. If you wish to attend the meeting but you do not wish to revoke your previously provided proxies and voting instructions then do not accept the terms and conditions and you may then attend the meeting as a guest. Guests can listen to the meeting, but they cannot vote or ask questions.

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

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

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

To access the meeting on a listen-only mode from the United States and Canada, please call the toll-free number: 1-888-598-6686.

How can I ask questions during the meeting?

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

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

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

1.    Tap on the  icon and then press the  icon to type your question

2.    Compose your question and then press the send icon  to deliver your question to the Chair

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

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Questions received from shareholders or proxyholders which relate to the business of the meeting are expected to be read by the Chair of the meeting or a designee of the Chair and responded to by a representative of the company as they would be at a shareholders meeting that was being held in person. As at an in-person meeting, to help 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.

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

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

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

CHANGING YOUR VOTE

If you are a non-registered shareholder, you can revoke your prior voting instructions or appointment by providing new instructions at a later time online at www.proxyvote.com, by telephone or on a voting instruction form or form of proxy with a later date, in each case in accordance with the instructions on your voting instruction form or form of proxy, provided that your new instructions or appointment are received by your intermediary in sufficient time for your intermediary to act on them. In order to be effective, your new voting instructions or appointment must be received by Computershare before 10:00 a.m. (Toronto time) on May 8, 2023, or if the meeting is adjourned, at least 48 hours (not including Saturdays, Sundays or statutory holidays in Ontario) prior to the reconvened meeting. Instructions received after such deadline but before the meeting may only be effective to revoke any prior instructions or appointment. Otherwise, contact your intermediary if you want to revoke your prior voting instructions or appointment.

If you are a registered shareholder:

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You may revoke any prior proxy by providing new voting instructions online or by phone or by signing and returning a new form of proxy with a later date, in each case in accordance with the instructions on your form of proxy. However, for your new voting instructions or appointment to be effective they must be received by Computershare no later than 10:00 a.m. (Toronto time) on May 8, 2023, or if the meeting is adjourned, at least 48 hours (not including Saturdays, Sundays or statutory holidays in Ontario) prior to the reconvened meeting.

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

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

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

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

HOW YOUR PROXYHOLDER WILL VOTE

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

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

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

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

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

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

ABOUT PROXY SOLICITATION

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

In addition, Kinross has retained Kingsdale Advisors to provide the following services in connection with the meeting:

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reviewing and analyzing the circular,

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recommending corporate governance best practices where applicable,

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liaising with proxy advisory firms,

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developing and implementing shareholder communication and engagement strategies,

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advising with respect to the meeting and proxies,

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reporting on and reviewing the tabulation of proxies, and

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soliciting proxies including contacting shareholders by telephone.

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The cost of these services is approximately C$51,000 plus reimbursement of disbursements. Costs associated with the solicitation will be borne by the company and are not otherwise expected to be material.

REQUIRED QUORUM FOR THE MEETING

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

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

QUESTIONS

If you have questions, you may contact the company’s strategic shareholder advisor and proxy solicitation agent, Kingsdale Advisors.

North America (toll-free phone): 1 (866) 851-3217
outside North America: 1 (416) 867-2272
fax: 1 (416) 867-2271
toll-free fax (North America): 1 (866) 545-5580
mail: The Exchange Tower, 130 King Street West, Suite 2950, P.O. Box 361, Toronto, Ontario M5X 1E2
e-mail: contactus@kingsdaleadvisors.com

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Letter to Shareholders

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Executive Summary

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Voting

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Business of the Meeting

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Directors

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Executive Compensation

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Governance

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Appendices

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BUSINESS OF THE MEETING

ITEMS OF BUSINESS

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

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Financial statements

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The audited consolidated financial statements of Kinross for the fiscal year ended December 31, 2022 and the report of the auditors on the financial statements will be received.

2.

Election of directors

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The company’s board of directors (the board) currently comprises nine directors. With the proposed election of Mr. Michael Lewis to the board, the size of the board will increase to ten directors at the meeting. Mr. Atkinson intends to retire by the end of 2023. Shareholders will be asked to elect ten directors at the meeting, subject to Kinross’ majority voting policy outlined below. All directors so elected, with the exception of Mr. Atkinson as noted above, will hold office until the next annual meeting of shareholders or until their successors are elected or appointed.

The named proxyholder, if named as proxy, intends to vote the common shares represented by any such proxy for the election of each of the nominees whose names are set forth starting on page 29, unless the shareholder who has given such proxy has directed that the shares be withheld from voting in the election of any director.

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

Majority voting policy

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

Other details respecting the nominees for election as directors are set out under “About the nominated directors” starting on page 28.

3.

Appointment of auditors

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

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

For the fiscal years ended December 31, 2022 and December 31, 2021, KPMG and its affiliates were paid the following fees by Kinross:

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

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All percentages are rounded to the nearest whole percent.

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

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For 2022, All Other Fees includes approximately C$81,000 related to sustainability assurance work (2021 — $nil).

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

At the 2022 annual meeting of shareholders, 97.10% of votes cast were for the appointment of KPMG and authorizing the board to fix their remuneration. Details of the ARC’s evaluation of the company’s auditors are provided on page 140.

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Advisory vote on approach to executive compensation

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Our compensation program seeks to attract, retain, motivate and reward executives through competitive pay practices which reinforce Kinross’ pay-for-performance philosophy and focus executive interests on developing and implementing strategies that create and deliver value for shareholders. Kinross believes that its compensation programs are consistent with those objectives, and are in the best interest of the company, including its shareholders. Detailed disclosure of our executive compensation program is provided under “Executive compensation discussion and analysis” starting on page 61.

In 2011, the board adopted a policy to hold a non-binding advisory vote on the approach to executive compensation as disclosed in the management information circular at each annual meeting. This policy is now part of the consolidated Corporate Governance

Guidelines adopted by the board in November 2015 and last updated in February 2021. This shareholder vote forms an important part of the ongoing process of engagement between shareholders and the board on executive compensation. Voting results since inception of the policy are provided on page 62 under the heading “Say on pay and shareholder engagement”.

At the meeting, shareholders will have an opportunity to vote on our approach to executive compensation through consideration of the following advisory resolution:

“Resolved, on an advisory basis and not to diminish the role and responsibilities of the board of directors, that the shareholders accept the approach to executive compensation disclosed in the management information circular delivered in advance of the 2023 annual meeting of shareholders of the company.”

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

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

OTHER BUSINESS

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

2024 SHAREHOLDER PROPOSALS

The Business Corporations Act (Ontario) (OBCA) permits certain eligible shareholders to submit shareholder proposals to the company, which may be included in a management proxy circular relating to an annual meeting of shareholders. The final date by which the company must receive shareholder proposals for the annual meeting of shareholders in 2024 is March 11, 2024.

SHAREHOLDER NOMINATIONS FOR DIRECTORS

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

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

ADVANCE NOTICE REQUIREMENTS

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

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Letter to Shareholders

​

​

Executive Summary

​

​

Voting

​

​

Business of the Meeting

​

​

Directors

​

​

Executive Compensation

​

​

Governance

​

​

Appendices

​

​		​	​	Board committees composed of 100% independent directors​	​	​		​	​	33% women directors​	​
​	​ Eight of the nine directors are independent, including the independent board chair.				​	​	​ Achieved 33% board gender diversity target for 2022 and focused on further advancing diversity through board succession planning.​				​
​		​	​	Met independently	​	​	​	​	​	​	​
​	​ Board met independent of management at 100% of board and committee meetings in 2022.				​	​			​

​	In This Section:​	​	​	​	​	​	​	​
​	Highlights: board attributes, 2022 board activity highlights	​	​	​	​	28	​	​
​	About the nominated directors	​	​	​	​	28	​	​
​	Directors’ skills and experience	​	​	​	​	41	​	​
​	Director compensation	​	​	​	​	41	​	​
​	Board committee reports	​	​	​	​	45	​	​

DIRECTORS

BOARD ATTRIBUTES:

•

3 of 9 incumbent directors are women (33%), and 3 of 10 (30%) nominees for election at the meeting are women

​

•

8 of 9 (89%) incumbent directors are independent, including an Independent Chair, and 9 of 10 (90%) nominees for election at the meeting are independent

​

•

All board committees are composed solely of independent directors

​

•

The board and all board committees met independent of management at all of the meetings in 2022, including at regularly scheduled meetings

​

•

Chair of audit and risk committee is a financial expert

​

•

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

​

•

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

​

•

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

​

2022 BOARD ACTIVITY HIGHLIGHTS:

•

Adopted a strategic business plan proposed by management

​

•

Considered possible strategic initiatives for the company

​

•

Approved the divestiture of the company’s assets in Russia and Ghana

​

•

Approved an enhanced buy-back program of the company’s common shares to rebalance the company’s use of free cash

​

•

Approved the payment of quarterly dividends

​

•

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

​

ABOUT THE NOMINATED DIRECTORS

The following tables set forth certain information with respect to all persons proposed to be nominated by management for election as directors. Shareholders can vote for or withhold from voting on the election of each nominee on an individual basis. Unless authority is withheld, the named proxyholder, if named as proxy, intends to vote for these nominees. All of the nominees have established their eligibility and willingness to serve as directors. Unless stated otherwise, the information set out below is as of December 31, 2022. (Footnotes pertaining to the director nominees are on page 38)

The following nominees were elected as directors at Kinross’ 2022 annual meeting of shareholders and are being proposed for re-election at the meeting.

Mr. Atkinson is a corporate director and was most recently the President & Chief Executive Officer and a Director of Centerra Gold Inc., a gold mining company, a position he held from May 2012 until his retirement at the end of 2015. Prior to that, he was Senior Vice President, Global Exploration from July 2010 to April 2012 and Vice President, Exploration from October 2005 to June 2010 of Centerra Gold Inc. From September 2004 to October 2005, he was Vice President, Exploration & Strategy of Hecla Mining Company, an international gold and silver mining company in Idaho, USA. During the years 2001-2004, he was an independent management consultant based out of Houston, Texas, USA. From July 1996 to June 1999 he was Senior Vice President, Exploration and from June 1999 to January 2001 he held the position of Senior Vice President, Operations & Exploration with Battle Mountain Gold Company in Houston, Texas, USA. He was Senior Vice President with Hemlo Gold Mines, Inc., Toronto, from September 1991 to July 1996. From 1973 to 1991, he held various progressive leadership positions with mining companies in the United States and Canada.

Mr. Atkinson served on the board of the Prospectors and Developers Association of Canada and the World Gold Council. He was President of the Porcupine Prospectors and Developers Association. Mr. Atkinson holds a Bachelor of Science in Geology and a Master of Science in Geophysics from the University of London, England and a Diploma in surveying from the Imperial College, London, England.

2022 general meeting election voting results							​
Vote Type	​	​	Number of shares voted	​	​	% on total number of shares voted	​
For	​	​	818,552,633	​	​	97.68	​
Withheld	​	​	19,425,689	​	​	2.32	​

2022 board and committee membership	​	​	Attendance	​
Board of directors	​	​	10 of 13 (77%)	​
Corporate Responsibility and Technical	​	​	6 of 6 (100%)	​
Corporate Governance and Nominating	​	​	4 of 4 (100%)	​
Human Resources and Compensation	​	​	6 of 6 (100%)	​

Public board memberships	​	​	Board committee memberships	​
Argonaut Gold Inc.	​	​	Nominating, Compensation and Governance (Chair), Safety, Health, Environmental, Sustainability and Technical	​
Globex Mining Enterprises Inc.	​	​	Audit; Corporate Governance; Compensation (Chair)	​
Wolfden Resources Corporation	​	​	Audit; Compensation; Sustainability (Chair)	​

Securities held

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Year

​

​

2022

​

​

2021

​

​

Change

​

Common shares (#)

​

​

​

​

nil

​

​

​

​

​

nil

​

​

​

​

​

nil

​

​

DSUs (#)

​

​

​

​

218,872

​

​

​

​

​

181,503

​

​

​

​

​

37,369

​

​

Total common shares and DSUs (#)

​

​

​

​

218,872

​

​

​

​

​

181,503

​

​

​

​

​

37,369

​

​

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

​

​

​

​

1,294,959

​

​

​

​

​

1,090,399

​

​

​

​

​

204,560

​

​

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

​

​

​

​

1,208,173

​

​

​

​

​

1,332,232

​

​

​

​

​

(124,059)

​

​

Meets share ownership requirement2

​

​

Yes — 160%

​

​

​

​

​

​

​

​

​

​

​

​

​

​	​		​	​
​	​	Ian Atkinson The Woodlands, Texas, USA	​	​
​	​	Director since February 10, 2016​	​	​
​	​	Skill/area of experience6​ • Managing or leading growth ​ • International ​ • Senior officer ​ • Operations ​ • Mining or global resource industry ​ • Financial literacy ​ • Investment banking/mergers and acquisitions ​ • Communications, investor relations, public relations and media ​ • Corporate responsibility and sustainable development ​ • Government relations ​ • Governance/board ​ • Environmental and Social ​	​	​

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

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

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

2022 general meeting election voting results							​
Vote Type	​	​	Number of shares voted	​	​	% on total number of shares voted	​
For	​	​	824,194,573	​	​	98.36	​
Withheld	​	​	13,783,748	​	​	1.64	​

2022 board and committee membership	​	​	Attendance	​
Board of directors	​	​	13 of 13 (100%)	​
Audit and risk	​	​	4 of 4 (100%)	​
Corporate governance and nominating	​	​	4 of 4 (100%)	​

​

Public board and committee memberships: none

​

Securities held

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Year

​

​

2022

​

​

2021

​

​

Change

​

Common shares (#)

​

​

40,500

​

​

​

​

40,500

​

​

​

​

​

nil

​

​

DSUs (#)

​

​

126,302

​

​

​

​

97,194

​

​

​

​

​

29,108

​

​

Total common shares and DSUs (#)

​

​

166,802

​

​

​

​

137,694

​

​

​

​

​

29,108

​

​

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

​

​

949,448

​

​

​

​

790,472

​

​

​

​

​

158,976

​

​

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

​

​

920,747

​

​

​

​

1,010,674

​

​

​

​

​

(89,927)

​

​

Meets share ownership requirement2

​

​

Yes — 117%

​

​

​

​

​

​

​

​

​

​

​

​

​

​	​		​	​
​	​	Kerry D. Dyte Calgary, Alberta, Canada	​	​
​	​	Director since November 8, 2017​	​	​
​	​	Skill/area of experience6​ • Managing or leading growth ​ • International ​ • Senior officer ​ • Operations ​ • Mining or global resource industry ​ • Investment banking/​ mergers and acquisitions ​ • Financial literacy ​ • Communications, investor relations, public relations and media ​ • Corporate responsibility and sustainable development ​ • Governance/board ​ • Legal ​	​	​

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

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

2022 general meeting election voting results							​
Vote Type	​	​	Number of shares voted	​	​	% on total number of shares voted	​
For	​	​	828,957,429	​	​	98.92	​
Withheld	​	​	9,020,893	​	​	1.08	​

2022 board and committee membership	​	​	Attendance	​
Board of directors	​	​	13 of 13 (100%)	​
Audit and risk	​	​	4 of 4 (100%)	​
Human resources and compensation	​	​	6 of 6 (100%)	​
Special	​	​	1 of 1 (100%)	​

Public board memberships	​	​	Board committee memberships	​
Wheaton Precious Metals	​	​	none	​
NervGen Pharma Corp.	​	​	Lead director; Audit (Chair); Governance and nominating	​

Securities held

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Year

​

​

2022

​

​

2021

​

​

Change

​

Common shares (#)

​

​

​

​

70,000

​

​

​

​

​

50,000

​

​

​

​

​

20,000

​

​

DSUs (#)

​

​

​

​

59,289

​

​

​

​

​

30,322

​

​

​

​

​

28,967

​

​

Total common shares and DSUs (#)

​

​

​

​

129,289

​

​

​

​

​

80,322

​

​

​

​

​

48,967

​

​

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

​

​

​

​

934,480

​

​

​

​

​

687,653

​

​

​

​

​

246,827

​

​

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

​

​

​

​

713,675

​

​

​

​

​

589,563

​

​

​

​

​

124,112

​

​

Meets share ownership requirement2

​

​

​

​

Yes — 115%

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​	​		​	​
​	​	Glenn A. Ives Vancouver, British Columbia, Canada	​	​
​	​	Director since May 6, 2020​	​	​
​	​	Skill/area of experience6​ • Managing or leading growth ​ • International ​ • Senior officer ​ • Operations ​ • Mining or global resource industry ​ • Information technology ​ • Human resources ​ • Investment banking/​ mergers and acquisitions ​ • Financial literacy ​ • Corporate responsibility and sustainable development ​ • Government relations ​ • Governance/board ​	​	​

Ms. Lethbridge is a corporate director and former Executive Vice-President, Chief Human Resources and Safety & Ethics Officer of Toronto Hydro Corporation, an electric utility and energy service company, a position that she held from 2013 until her retirement in December 2021. Since 1998, she held various progressive senior executive leadership positions with Toronto Hydro encompassing human resources, environment, health and safety, business continuity and pandemic incident command, corporate social responsibility, sustainability (ESG), climate change strategy targets, mergers and restructuring, executive succession, enterprise risk, security & crisis management, regulatory compliance, strategy, technology change and innovation, government relations, and corporate governance. From 2002 to 2004 she was Vice President, Organizational Development and Performance & Corporate Ethics Officer; from 2004 to 2007 she was Vice President, Human Resources and Organizational Effectiveness; and from 2008 to 2013 she was Vice President, Organizational Effectiveness and Environment Health and Safety. Her over 30 years human resources experience also includes the gas, utility and telecom industry.

Ms. Lethbridge holds a Master of Science degree in Organizational Development from Pepperdine University, in California, with international consulting experience in the U.S., China and Mexico. She has completed the Directors’ Education Program from the Institute of Corporate Directors at the University of Toronto’s Rotman School of Management and currently holds the ICD.D designation. She is a Certified Human Resource Executive and a former Board Governor of Georgian College. In 2021, she was the recipient of the Lifetime Achievement award (2021 OEA Energy Awards) from the Ontario Energy Association.

2022 general meeting election voting results							​
Vote Type	​	​	Number of shares voted	​	​	% on total number of shares voted	​
For	​	​	822,031,204	​	​	98.10	​
Withheld	​	​	15,947,117	​	​	1.90	​

2022 board and committee membership	​	​	Attendance	​
Board of directors	​	​	13 of 13 (100%)	​
Corporate governance and nominating	​	​	4 of 4 (100%)	​
Human resources and compensation	​	​	6 of 6 (100%)	​

Public board memberships	​	​	Board committee memberships	​
Algoma Steel Inc.	​	​	Human resources and compensation; Risk	​

Securities held

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Year

​

​

2022

​

​

2021

​

​

Change

​

Common shares (#)

​

​

​

​

nil

​

​

​

​

​

nil

​

​

​

​

​

nil

​

​

DSUs (#)

​

​

​

​

275,140

​

​

​

​

​

229,039

​

​

​

​

​

46,101

​

​

Total common shares and DSUs (#)

​

​

​

​

275,140

​

​

​

​

​

229,039

​

​

​

​

​

46,101

​

​

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

​

​

​

​

1,439,594

​

​

​

​

​

1,187,703

​

​

​

​

​

251,891

​

​

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

​

​

​

​

1,518,773

​

​

​

​

​

1,681,146

​

​

​

​

​

(162,373)

​

​

Meets share ownership requirement2

​

​

​

​

Yes — 188%

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​	​		​	​
​	​	Ave G. Lethbridge Toronto, Ontario, Canada	​	​
​	​	Director since May 6, 2015​	​	​
​	​	Skill/area of experience6​ • Managing or leading growth ​ • Senior officer ​ • Operations ​ • Mining or global resource industry ​ • Information technology ​ • Human resources ​ • Financial literacy ​ • Corporate responsibility and sustainable development ​ • Government relations ​ • Environmental and Social ​ • Governance/board ​	​	​

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

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

2022 general meeting election voting results							​
Vote Type	​	​	Number of shares voted	​	​	% on total number of shares voted	​
For	​	​	828,610,027	​	​	98.88	​
Withheld	​	​	9,368,295	​	​	1.12	​

2022 board and committee membership	​	​	Attendance	​
Board of directors	​	​	12 of 13 (92%)	​
Audit and risk	​	​	4 of 4 (100%)	​
Corporate responsibility and technical	​	​	6 of 6 (100%)	​

Public board memberships	​	​	Board committee memberships	​
Orla Mining Ltd.	​	​	Audit (Chair); Compensation	​
Infield Minerals Corp.	​	​	Audit (Chair); Compensation	​

Securities held

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Year

​

​

2022

​

​

2021

​

​

Change

​

Common shares (#)

​

​

​

​

nil

​

​

​

​

​

nil

​

​

​

​

​

nil

​

​

DSUs (#)

​

​

​

​

78,320

​

​

​

​

​

46,573

​

​

​

​

​

31,747

​

​

Total common shares and DSUs (#)

​

​

​

​

78,320

​

​

​

​

​

46,573

​

​

​

​

​

31,747

​

​

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

​

​

​

​

537,891

​

​

​

​

​

363,886

​

​

​

​

​

174,005

​

​

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

​

​

​

​

432,326

​

​

​

​

​

341,846

​

​

​

​

​

90,480

​

​

Meets share ownership requirement2

​

​

​

​

66%4

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​	​		​	​
​	​	Elizabeth D. McGregor Vancouver, British Columbia, Canada	​	​
​	​	Director since November 6, 2019​	​	​
​	​	Skill/area of experience6​ • Managing or leading growth ​ • International ​ • Senior officer ​ • Mining or global resource industry ​ • Information technology ​ • Investment banking/​ mergers and acquisitions ​ • Financial literacy ​ • Governance/board ​	​	​

Ms. McLeod-Seltzer is a corporate director and a recognized leader in the minerals industry for her ability to create growth-focused companies that generate significant shareholder value. She was appointed the Independent Chair of the company effective January 1, 2019 having served as a director since 2005. She has been the Non-Executive Chair, founder and a director of Bear Creek Mining, a silver mining company, since 2003 and from 1997 through 2013 was the Non-Executive/Independent Chair and a director of Pacific Rim Mining Corp. From 1994 to 1996, she was the President, Chief Executive Officer and a director of Arequipa Resources Ltd., a publicly traded company which she co-founded in 1992. From 1985 to 1993, she was employed by Yorkton Securities Inc. as an institutional trader and broker, and also as Operations Manager in Santiago, Chile (1991-92). She has a Bachelor’s degree in Business Administration from Trinity Western University.

2022 general meeting election voting results							​
Vote Type	​	​	Number of shares voted	​	​	% on total number of shares voted	​
For	​	​	745,258,792	​	​	88.94	​
Withheld	​	​	92,719,530	​	​	11.06	​

2022 board and committee membership	​	​	Attendance	​
Board of directors	​	​	13 of 13 (100%)	​
Corporate responsibility and technical	​	​	6 of 6 (100%)	​
Human resources and compensation	​	​	6 of 6 (100%)	​
Special	​	​	1 of 1 (100%)	​

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

Securities held

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Year

​

​

2022

​

​

2021

​

​

Change

​

Common shares (#)

​

​

​

​

12,296

​

​

​

​

​

12,296

​

​

​

​

​

nil

​

​

DSUs (#)

​

​

​

​

390,380

​

​

​

​

​

336,287

​

​

​

​

​

54,093

​

​

Total common shares and DSUs (#)

​

​

​

​

402,676

​

​

​

​

​

348,583

​

​

​

​

​

54,093

​

​

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

​

​

​

​

2,514,244

​

​

​

​

​

2,219,006

​

​

​

​

​

295,238

​

​

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

​

​

​

​

2,222,772

​

​

​

​

​

2,558,599

​

​

​

​

​

(335,827)

​

​

Meets share ownership requirement2

​

​

​

​

Yes — 310%

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​	​		​	​
​	​	Catherine McLeod-Seltzer Vancouver, British Columbia, Canada	​	​
​	​	Director since October 26, 2005	​	​
​	​	Skill/area of experience6 • Managing or leading growth ​ • International ​ • Senior officer ​ • Operations ​ • Mining or global resource industry ​ • Financial literacy ​ • Investment banking/​ mergers and acquisitions ​ • Communications, investor relations, public relations and media ​ • Corporate responsibility and sustainable development ​ • Government relations ​ • Governance/board ​ • Environmental and Social ​	​	​

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

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

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

2022 general meeting election voting results							​
Vote Type	​	​	Number of shares voted	​	​	% on total number of shares voted	​
For	​	​	823,834,258	​	​	98.31	​
Withheld	​	​	14,144,063	​	​	1.69	​

2022 board and committee membership	​	​	Attendance	​
Board of directors	​	​	13 of 13 (100%)	​
Corporate responsibility and technical	​	​	6 of 6 (100%)	​
Corporate governance and nominating	​	​	4 of 4 (100%)	​

​

Public board and committee memberships: none

​

Securities held

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Year

​

​

2022

​

​

2021

​

​

Change

​

Common shares (#)

​

​

nil

​

​

​

​

nil

​

​

​

​

​

nil

​

​

DSUs (#)

​

​

360,519

​

​

​

​

299,234

​

​

​

​

​

61,285

​

​

Total common shares and DSUs (#)

​

​

360,519

​

​

​

​

299,234

​

​

​

​

​

61,285

​

​

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

​

​

1,979,034

​

​

​

​

1,644,147

​

​

​

​

​

334,887

​

​

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

​

​

1,990,065

​

​

​

​

2,196,378

​

​

​

​

​

(206,313)

​

​

Meets share ownership requirement2

​

​

Yes — 246%

​

​

​

​

​

​

​

​

​

​

​

​

​

​	​		​	​
​	​	Kelly J. Osborne Horseshoe Bay, Texas, USA	​	​
​	​	Director since May 6, 2015​	​	​
​	​	Skill/area of experience6​ • Managing or leading growth ​ • International ​ • Senior officer ​ • Operations ​ • Mining or global resource industry ​ • Financial literacy ​ • Investment banking/mergers and acquisitions ​ • Communications, investor relations, public relations and media ​ • Corporate responsibility and sustainable development ​ • Government relations ​ • Governance/board ​ • Environmental and Social ​	​	​

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

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

2022 general meeting election voting results							​
Vote Type	​	​	Number of shares voted	​	​	% on total number of shares voted	​
For	​	​	829,059,653	​	​	98.94	​
Withheld	​	​	8,918,668	​	​	1.06	​

2022 board and committee membership5	​	​	Attendance	​
Board of directors	​	​	13 of 13 (100%)	​

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

Securities held

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Year

​

​

2022

​

​

2021

​

​

Change

​

Common shares (#)

​

​

2,742,947

​

​

​

​

2,516,655

​

​

​

​

​

226,292

​

​

RSUs (#)

​

​

1,531,913

​

​

​

​

1,528,582

​

​

​

​

​

3,331

​

​

Total common shares and RSUs (#)

​

​

4,274,860

​

​

​

​

4,044,047

​

​

​

​

​

230,813

​

​

Total at-risk value of common shares and RSUs at book value (C$)1,7

​

​

28,861,719

​

​

​

​

26,468,796

​

​

​

​

​

2,392,923

​

​

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

​

​

15,141,067

​

​

​

​

18,472,248

​

​

​

​

​

(3,331,181)

​

​

Total at-risk value of RSUs at market value (C$)1,7

​

​

8,456,160

​

​

​

​

11,219,792

​

​

​

​

​

(2,763,632)

​

​

Total at-risk value of common shares and RSUs at market value (C$)1,7

​

​

23,597,227

​

​

​

​

29,683,305

​

​

​

​

​

(6,086,078)

​

​

Meets share ownership requirement2

​

​

Yes — 330%

​

​

​

​

​

​

​

​

​

​

​

​

​

Options held

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Date granted

​

​

Expiry date

​

​

Exercise price

​

​

Options granted and vested

​

​

Total unexercised

​

​

At-risk value of options unexercised

​

​

​

​

​

​

​

​

​

​

(C$)

​

​

(#)

​

​

(#)

​

​

(C$)8

​

15/02/16

​

​

​

​

15/02/239

​

​

​

​

​

4.17

​

​

​

​

​

404,577

​

​

​

​

​

404,577

​

​

​

​

​

546,179

​

​

20/02/17

​

​

​

​

20/02/24

​

​

​

​

​

5.06

​

​

​

​

​

404,268

​

​

​

​

​

404,268

​

​

​

​

​

185,963

​

​

19/02/18

​

​

​

​

19/02/25

​

​

​

​

​

4.95

​

​

​

​

​

444,185

​

​

​

​

​

444,185

​

​

​

​

​

253,185

​

​

18/02/19

​

​

​

​

18/02/26

​

​

​

​

​

4.59

​

​

​

​

​

453,050

​

​

​

​

​

453,050

​

​

​

​

​

421,337

​

​

Total

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

1,706,080

​

​

​

​

​

1,706,080

​

​

​

​

​

1,406,664

​

​

​	​		​	​
​	​	J. Paul Rollinson Toronto, Ontario, Canada	​	​
​	​	Director since August 1, 2012​	​	​
​	​	Skill/area of experience6​ • Managing or leading growth ​ • International ​ • Senior officer ​ • Operations ​ • Mining or global resource industry ​ • Investment banking/​ mergers and acquisitions ​ • Financial literacy ​ • Communications, investor relations, public relations and media ​ • Corporate responsibility and sustainable development ​ • Government relations ​ • Environmental and Social ​	​	​

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

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

Mr. Scott holds a BASc in Geology from the University of Western Ontario.

2022 general meeting election voting results							​
Vote Type	​	​	Number of shares voted	​	​	% on total number of shares voted	​
For	​	​	829,143,995	​	​	98.95	​
Withheld	​	​	8,834,327	​	​	1.05	​

2022 board and committee membership	​	​	Attendance	​
Board of directors	​	​	13 of 13 (100%)	​
Audit and risk	​	​	4 of 4 (100%)	​
Corporate responsibility and technical	​	​	6 of 6 (100%)	​
Special	​	​	1 of 1 (100%)	​

​

Public board and committee memberships: none

​

Securities held

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Year

​

​

2022

​

​

2021

​

​

Change

​

Common shares (#)

​

​

20,000

​

​

​

​

20,000

​

​

​

​

​

nil

​

​

DSUs (#)

​

​

116,962

​

​

​

​

76,733

​

​

​

​

​

40,229

​

​

Total common shares and DSUs (#)

​

​

136,962

​

​

​

​

96,733

​

​

​

​

​

40,229

​

​

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

​

​

917,919

​

​

​

​

697,505

​

​

​

​

​

220,414

​

​

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

​

​

756,030

​

​

​

​

710,020

​

​

​

​

​

46,010

​

​

Meets share ownership requirement2

​

​

Yes — 113%

​

​

​

​

​

​

​

​

​

​

​

​

​

​	​		​	​
​	​	David A. Scott Toronto, Ontario, Canada	​	​
​	​	Director since May 8, 2019​	​	​
​	​	Skill/area of experience6​ • Managing or leading growth ​ • International ​ • Senior officer ​ • Mining or global resource industry ​ • Investment banking/​ mergers and acquisitions ​ • Financial literacy ​ • Communications, investor relations, public relations and media ​	​	​

Footnotes pertaining to director nominees

1.

Book value is calculated using the grant price for DSUs and RSUs and the cost at the time of purchase of common shares. Market value is calculated using the closing price of common shares as at December 30, 2022: C$5.52 and December 31, 2021: C$7.34.

​

2.

The board has established a policy requiring each independent director to hold a minimum value of 3 times the annual board membership retainer in common shares and/or DSUs. Ownership requirement has been calculated based on the 2023 board membership retainer. See “Share ownership” for independent directors on page 43. For Mr. Rollinson, see “Share ownership” on page 73.

​

3.

Mr. Atkinson intends to retire by the end of 2023. He has agreed to continue on the board in order to assist with a seamless transition of his responsibilities. See “Board term and renewal” on page 138.

​

4.

Ms. McGregor was appointed to the board on November 6, 2019 and has until November 5, 2024 to meet her share ownership requirement. As at December 31, 2022, Ms. McGregor’s eligible shareholding is at 1.99 times her current annual board retainer.

​

5.

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

​

6.

See “Directors’ skills and experience” on page 41 for a description of such skills/experience.

​

7.

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

​

8.

Computed by multiplying the number of unexercised options to the difference between the December 31, 2022 closing price and the exercise price of options at the time of grant.

​

9.

Since exercised as at the date of this Circular.

​

New nominee for director:

The corporate governance and nominating committee and the board completed a detailed review of potential candidates for appointment to the board to accommodate Mr. Atkinson’s planned retirement in 2023. Various considerations were taken into account during the review process, including prior senior operational and resource industry experience, expertise in other key functional areas, succession planning, board diversity and board continuity. The board also engaged an independent search firm to assist with sourcing candidates and to facilitate the review process. The review process culminated in the board shortlisting Mr. Michael A. Lewis to join the board. Management and the board are nominating Mr. Lewis for election as director at the meeting.

Mr. Lewis is, for the first time, being proposed for election by shareholders at the meeting.

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

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

Public board memberships	​	​	Board committee memberships	​
Portland General Electric Company	​	​	Audit and risk; Finance (Chair)	​
Newpark Resources, Inc.	​	​	Audit; Compensation and ESG (Chair)	​
Mr. Lewis does not own any common shares in the company.				​
	​	​		​
	​	​		​
	​	​		​
	​	​		​
	​	​		​
	​	​		​
	​	​		​
	​	​		​
	​	​		​

​	​		​	​
​	​	Michael A. Lewis Bethesda, Maryland, USA​	​	​
​	​	Skill/area of experience1​ • Managing or leading growth ​ • Senior officer ​ • Operations ​ • Financial literacy ​ • Corporate responsibility and sustainable development ​ • Governance/board ​	​	​

1.

See “Directors’skills and experience” on page 41 for a description of such skills/experience.

​