ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS OF B2GOLD CORP.
REPORT OF VOTING RESULTS
In accordance with Section 11.3 of National Instrument 51-102 - Continuous Disclosure Obligations, we hereby advise of the results of the voting on the matters submitted to the annual general and special meeting of shareholders of B2Gold Corp. (the "Company") held on June 12, 2020 (total shares represented in person or by proxy being 850,836,777 of the 1,039,994,619 issued and outstanding common shares of the Company ("Common Shares") as at the record date, which constitutes 81.81% of such Common Shares).
Item 1: Number of Directors
By way of ballot, the number of directors was set at nine (9). The total votes cast by all shareholders of the Company present in person or by proxy were as follows:
| Total Votes | Percentage of Votes Cast |
Votes in Favour | 799,700,108 | 99.77% |
Votes Against | 1,838,882 | 0.23% |
Total Votes Cast |
| 100.00% |
Item 2: Election of Directors and Approvals of Nominees as Directors
By a vote by way of ballot, the following individuals were elected as directors of the Company to hold office for the ensuing year or until their successors are elected or appointed, and the total votes cast by all shareholders of the Company present in person or by proxy were as follows:
Name | Total Votes in Favour (%) | Total Votes Withheld/Abstained (%) | Outcome of Vote | ||
Clive Johnson | 795,205,121 | 99.21% | 6,333,869 | 0.79% | Approved |
Robert Cross | 655,532,577 | 81.78% | 146,006,413 | 18.22% | Approved |
Robert Gayton | 659,726,522 | 82.31% | 141,812,468 | 17.69% | Approved |
Jerry Korpan | 659,747,299 | 82.31% | 141,791,691 | 17.69% | Approved |
Bongani Mtshisi | 692,509,529 | 86.40% | 109,029,461 | 13.60% | Approved |
Kevin Bullock | 692,440,447 | 86.39% | 109,098,543 | 13.61% | Approved |
George Johnson | 692,354,507 | 86.38% | 109,184,483 | 13.62% | Approved |
Robin Weisman | 791,740,357 | 98.78% | 9,798,633 | 1.22% | Approved |
Liane Kellly | 794,144,197 | 99.08% | 7,394,793 | 0.92% | Approved |
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Item 3: Appointment of Auditors
By way of ballot, PricewaterhouseCoopers LLP, Chartered Accountants, were appointed the auditors of the Company to hold office until the close of the next annual meeting of shareholders or until their successors are appointed, at a remuneration to be fixed by the directors of the Company. The total votes cast by all shareholders of the Company present in person or by proxy were as follows:
| Total Votes | Percentage of Votes Cast |
Votes in Favour | 849,907,518 | 99.89% |
Withheld / Abstain | 929,259 | 0.11% |
Total Votes Cast |
| 100.00% |
Item 4: Approval of the Restricted Share Unit Plan (the "RSU Plan")
By way of ballot, the RSU Plan, as more particularly described in the Management Information Circular of the Company dated May 5, 2020 (the "Circular"), and unallocated entitlements under the RSU Plan, were approved. The total votes cast by all shareholders of the Company present in person or by proxy were as follows:
| Total Votes | Percentage of Votes Cast |
Votes in Favour | 761,339,648 | 94.98% |
Votes Against | 40,199,342 | 5.02% |
Total Votes Cast |
| 100.00% |
Item 5: Approval of Advisory Vote on Executive Compensation
By way of ballot, matters relating to the Advisory Vote on Executive Compensation, as more particularly described in the Circular of the Company dated May 5, 2020, were approved. The total votes cast by all shareholders of the Company present in person or by proxy were as follows:
| Total Votes | Percentage of Votes Cast |
Votes in Favour | 788,323,511 | 98.35% |
Votes Against | 13,215,478 | 1.65% |
Total Votes Cast |
| 100.00% |
DATED at Vancouver, British Columbia this 15th day of June, 2020.
B2GOLD CORP.
/s/ Clive Johnson
Clive Johnson
President & Chief Executive Officer