B2Gold (BTO) Proxy Filing summary

Executive summary

• Annual shareholder meeting scheduled for February 18, 2025, at 2:00 P.M. in Boston, MA, to elect Trustees and conduct other business.

• Shareholders of record as of November 25, 2024, are eligible to vote, with voting available online, by phone, or by mail.

• Proxy materials are available online, and shareholders are encouraged to vote promptly to avoid additional solicitation costs.

Voting matters and shareholder proposals

• Main proposal is the election of five Trustees: two for terms ending in 2027 and three for terms ending in 2028.

• Board recommends voting FOR all five nominees.

• Shareholder proposals for the 2026 meeting must be submitted by August 29, 2025, for inclusion in the proxy statement.

Board of directors and corporate governance

• Board consists of thirteen Trustees, with a super-majority being independent.

• Trustees have diverse backgrounds in finance, academia, law, and executive management.

• Board leadership includes an Independent Trustee as Chairperson and a Vice Chairperson.

• Board committees include Audit, Compliance, Contracts Legal & Risk, Nominating and Governance, and Investment Committees.

• Nominating and Governance Committee considers diversity, experience, and independence in Trustee selection.