B2Gold Provides Details For Attending and Voting at the Upcoming 2023 Annual General & Special Meeting; Leading Independent Proxy Advisory Firm, ISS, Recommends Shareholders Vote For All Proposed Items
B2Gold Provides Details For Attending and Voting at the Upcoming 2023 Annual General &
Special Meeting; Leading Independent Proxy Advisory Firm, ISS, Recommends Shareholders Vote
For All Proposed Items
Vancouver, BC, June 12, 2023 – B2Gold Corp. (TSX: BTO, NYSE AMERICAN: BTG, NSX: B2G)
(“B2Gold” or the “Company”) will host its 2022 Annual General and Special Meeting of Shareholders (the
“Meeting”) on Friday, June 23, 2023, at 2:00 pm PT / 5:00 pm ET. B2Gold is pleased to announce the
support of Institutional Shareholder Services (“ISS”), who has recommended that shareholders vote FOR
all proposed items to be considered at the upcoming Meeting.
The Meeting will be held at the Fairmont Hotel Vancouver, Pacific Ballroom, 900 West Georgia Street,
Vancouver, BC, Canada, V6C 2W6, and in a virtual format conducted via live audio webcast online. The
Meeting will be available to registered and non-registered shareholders and guests, and accessible via live
webcast by clicking here: https://web.lumiagm.com/485739236.
B2Gold strongly encourages all registered shareholders who would like to attend, participate and/or vote
virtually online via live webcast to carefully follow the procedures outlined in the Company’s Management
Information Circular and the Meeting’s User Guide (both filed on SEDAR on May 23, 2023).
If you are a non-registered shareholder, you will be able to attend, participate and/or vote at the Meeting
online via live webcast only if you duly appoint yourself as proxyholder through the method specified by
your intermediary and comply with all of the requirements set out in the Management Information Circular
relating to appointment and registration, which must be properly completed before the proxy deadline on
Wednesday, June 21, 2023 at 2:00 pm PT / 5:00 pm ET.
How to Vote in Advance of the Meeting:
Whether you intend to attend the meeting in person or virtually, shareholders are encouraged to vote in
advance of the meeting. In order for your proxy to be valid you must submit your vote by no later than
2:00 pm PT / 5:00 pm ET on Wednesday, June 21, 2023.
Shareholders are encouraged to vote today via the internet or telephone using the control number found on
the proxy or voting instruction form that was mailed to you to ensure your vote is received in a timely
manner.
Registered Shareholders Beneficial Shareholders
Common Shares held in own name and
represented by a physical certificate or DRS.
Common Shares held with a broker, bank or
other intermediary.
Internet www.investorvote.com www.proxyvote.com
Telephone 1-866-732-8683 Dial the applicable number listed on the voting
instruction form.
Mail Return the form of proxy in the enclosed
envelope.
Return the voting instruction form in the
enclosed envelope.
Shareholder Assistance:
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 America – toll free) or +1 416-304-0211 (outside North America), or by email
How to Attend and Vote at the Virtual Meeting as a Registered Shareholder or Duly Appointed
Proxyholder:
Registered shareholders and duly appointed proxyholders may virtually attend the Meeting using an internet
connected device such as a laptop, computer, tablet or mobile phone, and the meeting platform will be
supported across browsers and devices that are running the most updated version of Chrome, Firefox,
Safari, Edge or Internet Explorer. Registered Shareholders and duly appointed proxyholders attending the
Meeting must remain connected to the internet at all times during the Meeting in order to vote whe n
balloting commences. It is your responsibility to ensure that you remain connected to the internet for
the duration of the Meeting.
Registered shareholders wishing to attend and to vote virtually at the Meeting should not complete or return
the proxy form should instead follow the steps below, which are the same steps to be undertaken by duly
appointed proxyholders:
1. Log into https://web.lumiagm.com/485739236 on the Meeting date at least 15 minutes before the start
of the Meeting. You should allow ample time to check into the virtual Meeting and to complete the
related procedures.
2. Click on “I have a login”.
3. Enter your 15-digit control number as your username (located on the form of proxy or in the email
notification you received).
4. Enter the Password: “b2gold2023” (case sensitive).
Registered shareholders who have duly appointed a proxyholder to attend and vote at the Meeting must
register such proxyholder with Computershare by visi ting http://www.computershare.com/B2Gold on or
before 2:00 pm PT / 5:00 pm ET on Wednesday, June 21, 2023. Computershare will ask for the appointed
proxyholder’s contact information and will send such appointed proxyholder 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 virtual
Meeting they will revoke any previously submitted proxy.
Non-registered shareholders wishing to attend and participate in the virtual meeting must duly appoint
themselves as proxyholder through the method specified by their intermediary and comply with all of the
requirements set out in the Management Information Circular relating to appointment and registration,
which must be properly completed before the proxy deadline on Wednesday, June 21, 2023 at 2:00 pm PT
/ 5:00 pm ET.
How to Ask Questions at the Virtual 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 offer participation at 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 those shareholders and proxyholders 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 (the “Chair”) using the online Q&A tool on the
meeting portal. Only registered shareholders and duly appointed proxyholders will be able to submit
questions. Guests will not be able to submit questions.
To ask a question, please follow the steps outlined below:
1. Tap on the messaging icon and then type your question.
2. Compose your question and then press the send icon to deliver your question to the Chair.
3. Once you have pressed the send icon in step 2, confirmation that your question has been received by
the Chair will appear.
Questions will be read by the Chair or a designee of the chair and responded to by a representative of the
Company. To ensure fairness for all attendees, the Chair 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 i nappropriate or otherwise out of order. As
part 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.
How to attend the virtual Meeting as a guest:
1. Log into https://web.lumiagm.com/485739236 on the Meeting date at least 15 minutes before the start
of the Meeting. You should allow ample time to check into the virtual Meeting and to complete the
related procedures. Participation as a guest during the Meeting will only allow attendees to listen in and
you will not be able to vote or ask questions.
2. Click on “I am a guest”.
3. Enter the password: “b2gold2023” (case sensitive).
Playback details:
A playback of the Meeting will be available until Friday, July 7, 2023, on B2Gold’s events page.
Presentation:
Once the Meeting is adjourned, there will be presentations from Clive Johnson, President & CEO, and other
B2Gold senior executives and personnel. The presentations will provide a review of B2Gold’s performance
in 2022, a general corporate update of the first half of 2023, and will conclude with a Q&A session.
Supplementary Information:
In addition to the meeting details, B2Gold is supplementing information disclosed in the B2Gold’s
Management Information Circular dated May 15, 2023 . The following is the Directors’ 2022 Board and
Committee meeting attendance in tabular form for ease of reference.
Board Compensation
Corporate
Governance &
Nominating
Audit Health, Safety,
Environmental,
Social and
Security
Clive Johnson 8 of 8
Robert Cross 8 of 8 2 of 2 3 of 3
Robert Gayton 8 of 8 2 of 2 3 of 3 4 of 4
Bongani Mtshisi 8 of 8 2 of 2 4 of 4
George Johnson 8 of 8 4 of 4
Jerry Korpan 8 of 8 3 of 3 4 of 4 4 of 4
Kevin Bullock 8 of 8 4 of 4
Liane Kelly 8 of 8 4 of 4
Robin Weisman 8 of 8 3 of 3 4 of 4
ISS Recommendation to B2Gold Shareholders:
B2Gold is pleased to announce the support of ISS, who has recommended that shareholders vote FOR all
proposed items to be considered at the upcoming Meeting.
ISS is a leading third-party proxy advisory firm who, among other services, provides independent analysis
and proxy voting recommendations to pension funds, investment managers, mutual funds and other
institutional shareholders.
About B2Gold Corp.
B2Gold is a low-cost international senior gold producer headquartered in Vancouver, Canada. Founded in
2007, today, B2Gold has operating gold mines in Mali, Namibia and the Philippines and numerous
exploration and development projects in various countries including Canada, Mali, Finland and Uzbekistan.
ON BEHALF OF B2GOLD CORP.
“Clive T. Johnson”
President & Chief Executive Officer
For more information on B2Gold, please visit the Company’s website at www.b2gold.com or contact:
Michael McDonald Cherry DeGeer
VP, Investor Relations & Corporate Development Director, Corporate Communications
+1 604-681-8371 +1 604-681-8371
[email protected] [email protected]
The Toronto Stock Exchange and NYSE American LLC neither approve nor disapprove the information c ontained in
this news release.
B2Gold shareholders are encouraged to vote their shares as soon as possible, and in
any case well in advance of the proxy voting deadline on Wednesday, June 21, 2023,
at 2:00 pm PT / 5:00 pm ET
B2Gold’s Board of Directors recommends that
shareholders vote FOR all proposed resolutions