B2Gold (BTO) Proxy Filing summary

Executive summary

• Annual shareholder meeting scheduled for February 17, 2026, at 200 Berkeley Street, Boston, MA, to elect six Trustees for a three-year term ending at the 2029 Annual Meeting of Shareholders.

• Shareholders of record as of November 25, 2025, are eligible to vote; voting can be done 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 six Trustees; Board recommends voting in favor of all nominees.

• Shareholders may also transact any other business that may properly come before the meeting.

• Shareholder proposals for the 2027 annual meeting must be submitted by August 28, 2026, for inclusion in the proxy statement.

Board of directors and corporate governance

• Board consists of 14 Trustees, with a super-majority being independent; Trustees are divided into three staggered classes.

• Six nominees for election: James R. Boyle, Kristie M. Feinberg, Grace K. Fey, Christine L. Hurtsellers, Hassell H. McClellan, and Kenneth J. Phelan.

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

• Board and committees meet regularly, and annual self-evaluations are conducted.