EX-99.2 3 ex99-2.htm EXHIBIT 99.2 ex99-2.htm

Exhibit 99.2
 
(KINROSS LOGO)
 
 
 
KINROSS GOLD CORPORATION
 
NOTICE OF THE 2012 ANNUAL MEETING OF SHAREHOLDERS
 
NOTICE IS HEREBY GIVEN that the 2012 Annual Meeting of Shareholders (the “Meeting”) of Kinross Gold Corporation (the “Company”) will be held at Design Exchange, 234 Bay Street, Toronto, Ontario on May 9, 2012 at 10:00 a.m. (Toronto time), for the following purposes:
 
(a) to receive the audited consolidated financial statements of the Company for the fiscal year ended December 31, 2011 and the report of the auditors thereon; 
   
(b) to elect directors of the Company for the ensuing year;
   
(c) to approve the appointment of KPMG LLP, Chartered Accountants, as auditors of the Company for the ensuing year and to authorize the directors to fix their remuneration;
   
(d)
to consider and, if deemed appropriate, to pass, an advisory resolution on Kinross’ approach to executive compensation;
   
(e)
to consider and, if deemed appropriate, to pass, with or without variation, a resolution reconfirming the adoption of a Shareholder rights plan as more fully described in the accompanying Management Information Circular; and
   
(f)
to transact such other business as may properly come before the Meeting or any adjournment thereof.
 
This Notice is accompanied by a Management Information Circular which provides additional information relating to the matters to be dealt with at the Meeting and forms part of this Notice of Meeting.
 
Shareholders who are unable to attend the Meeting are requested to complete, date, sign and return the enclosed form of proxy so that as large a representation as possible may be had at the Meeting.
 
The Board of Directors of the Company has passed a resolution fixing the close of business on March 14, 2012 as the record date for the determination of the registered holders of common shares that will be entitled to notice of the Meeting and any adjournment of the Meeting. Proxies to be used or acted upon at the Meeting must be deposited with the Company’s transfer agent by 10:00 a.m. (Toronto time) on May 7, 2012 (or a day other than a Saturday, Sunday or holiday which is at least 48 hours before the Meeting or any adjournment of the Meeting).
 
If you have any questions relating to the Meeting, please contact Kingsdale Shareholder Services Inc. 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@kingsdaleShareholder.com
 
DATED at Toronto, Ontario this 23rd day of March, 2012.
 
    By Order of the Board of Directors  
       
 
 
“Shelley M. Riley”  
    Shelley M. Riley  
    Vice-President, Office Services and Corporate Secretary  
 
 
 

 
 
(KINROSS LOGO)
 
KINROSS GOLD CORPORATION
 
MANAGEMENT INFORMATION CIRCULAR
 
Q & A ON VOTING RIGHTS AND SOLICITATION OF PROXIES
This management information circular (“Circular”) is dated March 23, 2012 and, unless otherwise stated, the information in this Circular is as of March 23, 2012.
 
What is this document?
 
This Circular is a management information circular sent to Shareholders in advance of the annual meeting of the Shareholders (“Meeting”) as set out in the Notice of the 2012 Annual Meeting of Shareholders (“Notice of Meeting”). The Circular provides additional information respecting the business of the Meeting, Kinross Gold Corporation (“Kinross” or the “Company”) and its directors (each a “Director” and, collectively the “Directors” or the “Board”) and senior executive officers. For ease of reference, a Glossary of capitalized terms used in this Circular can be found starting at page 4. Unless indicated otherwise, all dollar amounts referenced in this Circular are expressed in Canadian Dollars. Where necessary, U.S. Dollars are referenced as US$. All references to financial results are based on the Company’s Financial Statements prepared in accordance with International Financial Reporting Standards (“IFRS). References in this Circular to the Meeting include any adjournment or adjournments that may occur. A form of proxy or voting instruction form accompanies this Circular.
 
Who is soliciting my vote?
 
Proxies are being solicited in connection with this Circular by the management of the Company. Costs associated with the solicitation will be borne by the Company. The solicitation will be made primarily by mail, but proxies may also be solicited personally by regular employees of the Company to whom no additional compensation will be paid. In addition, the Company has retained the services of Kingsdale Shareholder Services Inc. to provide the following services in connection with the Meeting: review and analysis of the Circular, recommending corporate governance best practices where applicable, liaising with proxy advisory firms, developing and implementing Shareholder proxies, and the solicitation of proxies including contacting Shareholders by telephone. The cost of these services is approximately $63,000 and reimbursement of disbursements, the cost of which will be borne directly by the Company.
 
Who is eligible to vote?
 
Holders of common shares of the Company (“Common Shares” or “Shares”) at the close of business on March 14, 2012 (the “Record Date”) and their duly appointed representatives.
 
How do I vote?
 
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 the Company’s Transfer Agent in your name and not an intermediary such as a bank, trust company, securities broker, trustee or other nominee (an “intermediary”).
   
You are a non-registered Shareholder if your Shares are held on your behalf by an intermediary. This means the Shares are registered with the Company’s Transfer Agent in your intermediary’s name, and you are the beneficial owner. Most Shareholders are non-registered Shareholders.
 
Non-registered Shareholders
 
If you are a non-registered Shareholder, your intermediary will send you a voting instruction form or proxy form with this Circular. This form will instruct the intermediary how to vote your Common Shares at the Meeting on your behalf. You must follow the instructions from your intermediary in order to vote.
 
 
 

 
 
If you do not intend to attend the Meeting and vote in person, mark your voting instructions on the voting instruction form or proxy form, sign it, and return it as instructed by your intermediary. Your intermediary may have also provided you with the option of voting by telephone or fax or through the internet.
 
If you wish to vote in person at the Meeting, insert your name in the space provided for the proxyholder appointment in the voting instruction form or proxy form, and return it as instructed by your intermediary. Do not complete the voting section of the proxy form or voting information form, since you will vote in person at the Meeting. Your intermediary may have also provided you with the option of appointing yourself or someone else to attend and vote on your behalf at the Meeting through the internet. When you arrive at the Meeting, please register with our transfer agent, Computershare.
 
Your intermediary must receive your voting instructions in sufficient time for your intermediary to act on them. The Transfer Agent must receive proxy vote instructions from your intermediary by no later than 10:00 a.m. (Toronto time) Monday, May 7, 2012, or at least 48 hours (excluding Saturdays, Sundays and holidays) before the time of any adjournment of the meeting.
 
Registered Shareholders
 
If you are a registered Shareholder, a form of proxy is enclosed with this Circular to enable you to appoint a proxyholder to vote on your behalf at the Meeting.
 
If you do not intend to attend the Meeting and vote in person, you can provide your voting instructions by completing and returning the enclosed form of proxy or you can provide them by telephone or the internet in accordance with the instructions appearing on the enclosed form of proxy. You may choose another person – called a proxyholder – to attend the Meeting and vote your Shares for you. In either case, you will need to complete and return the enclosed form of proxy to the Transfer Agent.
 
If you wish to vote in person at the Meeting, you may still provide voting instructions using the enclosed form of proxy or by telephone or by internet. When you arrive at the Meeting, please register with our Transfer Agent. If you vote in person at the Meeting any proxy you have previously given will be revoked.
 
To be valid, the form of proxy must be filled out, correctly signed (exactly as your name appears on the proxy form), and returned to the Transfer Agent in the enclosed envelope by 10:00 a.m. (Toronto time) on Monday, May 7, 2012, or at least 48 hours (excluding Saturdays, Sundays and holidays) before the time of any adjournment of the meeting. Your proxyholder may then vote on your behalf at the Meeting.
 
Who will act as my proxyholder to vote my Shares?
 
Your proxyholder is the person that you appoint to cast your votes and act on your behalf at the Meeting including any continuation of the Meeting that may occur in the event that the Meeting is adjourned. Signing and returning the enclosed proxy form authorizes John E. Oliver or Shelley M. Riley (the “Named Proxyholders”) to vote your Shares at the Meeting in accordance with your instructions. A Shareholder who wishes to appoint another person (who need not be a Shareholder) to represent the Shareholder at the Meeting may either insert the person’s name in the blank space provided in the form of proxy or complete another proper form of proxy. If you wish to appoint another person to be your proxyholder, fill in that person’s name in the blank space provided in the form of proxy or voting instruction form.
 
How will my Shares be voted if I give my proxy?
 
If you appoint the Named Proxyholders as your proxyholders, the Common Shares represented by the form of proxy will be voted or withheld from voting, in accordance with your instructions as indicated on the form, on any ballot that may be called for. In the absence of instructions from you, such Common Shares will be voted:
 
  FOR the election as Directors of the Company of the proposed nominees set forth in this Circular.
  FOR the appointment of KPMG LLP as auditors and authorization of the Directors to fix their remuneration.
  FOR the advisory resolution on Kinross’ approach to executive compensation.
  FOR the reconfirmation of the Shareholder Rights Plan
 
 
- 2 -

 
 
What if amendments are made to these matters or other business is brought before the Meeting?
 
The accompanying form of proxy confers discretionary authority on the persons named in it as proxies 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 and the named proxies in your properly executed proxy will vote on such matters in accordance with their judgment. At the date of this Circular, management of Kinross is not aware of any such amendments, variations or other matters which are to be presented for action at the Meeting.
 
What if I change my mind?
 
If you are a non-registered Shareholder, you can revoke your prior voting instructions by providing new instructions on a voting instruction form or proxy form with a later date, or at a later time in the case of voting by telephone or through the internet, provided that your new instructions are received by your intermediary in sufficient time for your intermediary to act on them before 10:00 a.m. (Toronto time) on Monday, May 7, 2012, or at least 48 hours (excluding Saturdays, Sundays and holidays) before the time of any adjournment of the meeting. Otherwise, contact your intermediary if you want to revoke your proxy or change your voting instructions, or if you change your mind and want to vote in person.
 
If you are a registered Shareholder, you may revoke any prior proxy by providing a new proxy with a later date, provided that your new proxy is received by the Transfer Agent before 10:00 a.m. (Toronto time) on Monday, May 7, 2012, or at least 48 hours (excluding Saturdays, Sundays and holidays) before the time of any adjournment of the meeting. 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 the Company at 25 York Street, Suite 1700, Toronto, Ontario, M5J 2V5, Fax (416) 363-6622; Attention: Corporate Secretary, or at the offices of the Transfer Agent, Computershare Investor Services Inc., at 100 University Avenue, 11th floor, Toronto, Ontario, M5J 2Y1 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. A proxy may also be revoked on the day of the Meeting or any adjournment of the Meeting by a registered Shareholder by delivering written notice to the Chair of the Meeting. In addition, the proxy may be revoked prior to its use by any other method permitted by applicable law. The written notice of revocation may be executed by the registered Shareholder or by an attorney who has the Shareholder’s written authorization. If the Shareholder is a corporation, the written notice must be executed by its duly authorized officer or attorney. If you are an individual and register with the Transfer Agent at the Meeting and vote in person at the Meeting any proxy you have previously given will be revoked.
 
How many Shares are entitled to vote?
 
As of March 23, 2012, there were 1,138,729,921 Common Shares outstanding, each carrying the right to one vote per Common Share.
 
What constitutes a quorum at the Meeting?
 
A quorum for the Meeting shall be a person or persons present and holding or representing by proxy not less than 5% 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.
 
Who are the principal Shareholders of the Company?
 
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 voting securities of the Company carrying 10% or more of the voting rights attached to any class of voting securities of the Company with the exception of BlackRock, Inc. which has filed a Schedule 13G on EDGAR showing their beneficial ownership of Kinross at 13.09% as of December 30, 2011.
 
What if I have other questions?
 
If you have questions, you may contact the proxy solicitation agent, Kingsdale Shareholder Services Inc., by (i) telephone at 1-866-851-3217 toll free in North America or (416) 867-2272 outside of North America; (ii) facsimile to (416) 867-2271 or, toll-free in North America, to 1 (866) 545-5580; (iii) mail to The Exchange Tower 130 King Street West, Suite 2950, P.O. Box 361, Toronto, Ontario M5X 1E2; or (iv) e-mail to contactus@kingsdaleShareholder.com.
 
 
- 3 -

 
 
GLOSSARY OF TERMS
 
“AIF” means the Company’s most recent Annual Information Form filed on SEDAR (www.sedar.com);
 
“At-Risk Value” means the “in the money” value of the applicable equity units calculated using the closing price of the Common Shares on the TSX on December 31, 2011 of $11.63;
 
“ASDP” means the automatic securities disposition plan implemented by the Company in 2009 (as more particularly described on page 42);
 
“Average Salary” means the average year-end base salary for an NEO for the most recent 3 years;
 
“Board” means, collectively, the Directors of the Company;
 
“Burn Rate” means the number of Options issued by the Company each year, expressed as a percentage of the issued and outstanding Common Shares of the Company at the end of the fiscal year;
 
“Circular” means this management information circular dated March 23, 2012;
 
“Code” means the Company’s Code of Business Conduct and Ethics, as may be amended, restated and/or replaced from time to time with the approval of the Board;
 
“Committees” means collectively the committees of the Board in place from time to time including the Audit and Risk Committee; Corporate Governance Committee; Corporate Responsibility Committee; Human Resources, Compensation and Nominating Committee; and Special Committee;
 
“Common Shares” or “Shares” means common shares of the Company;
 
“Company” or “Kinross” means Kinross Gold Corporation;
 
“Corporate Governance Guidelines” means the Canadian Securities Administrators’ national policy entitled “Corporate Governance Guidelines” and related disclosure requirements that were adopted in 2005;
 
“Deferred Payment Date” means the date determined by an eligible Plan participant that is after the Restricted Period and before an eligible Plan participant’s retirement date or termination date;
 
“Deferred Share Unit” or “DSU” means deferred Share units of the Company issued to its independent Directors pursuant to and in accordance with the Company’s Deferred Share Unit Plan, each representing an amount owed by the Company having the same value as one Common Share;
 
“Dilution” means Options issued but not exercised, expressed as a percentage of issued and outstanding Common Shares of the Company at the end of the fiscal year;
 
“Director” means a member of the board of directors of Kinross Gold Corporation;
 
“Employment Agreements” means, collectively, the agreements that each of the Named Executive Officers have with the Company in respect of their employment with the Company;
 
“ERA Plan” means executive retirement allowance plan of which the Named Executive Officers and certain other senior executives of the Company are members;
 
“fiscal year” means the fiscal year of the Company being the calendar year ending December 31;
 
“Four-Point Plan” means corporate goals of the Company set on an annual basis by the Company’s senior leadership team comprised of the Named Executive Officers and certain other senior executives of the Company;
 
“GAAP” means generally accepted accounting principles applicable to public companies in Canada, which means IFRS beginning January 1, 2011;
 
“HRCNC” means Human Resources, Compensation and Nominating Committee of the Board;
 
“Meeting” means the 2012 Annual Meeting of Shareholders of the Company to be held on May 9, 2012 at 10:00 a.m. Toronto time at Design Exchange, 234 Bay Street, Toronto, Ontario;
 
 
- 4 -

 
 
“Mercer” means Mercer (Canada) Limited independently retained by the HRCNC as an advisor;
 
“Named Executive Officers” or “NEOs” means the Company’s Chief Executive Officer and Chief Financial Officer, and the three other most highly compensated executive officers of the Company whose total salary and short-term incentives exceeded $150,000 for the year 2011 specifically being, the Company’s Executive Vice-President & Chief Operating Officer; Executive Vice-President, Corporate Development; and Executive Vice-President & Chief Legal Officer;
 
“Named Proxyholders” means John E. Oliver or Shelley M. Riley;
 
“non-registered Shareholder” or “beneficial owner” means a Shareholder that holds its/his/her Common Shares through an intermediary such as a bank, broker or other nominee;
 
“Notice of Meeting” means the Notice of the 2012 Annual Meeting of Shareholders accompanying this Circular;
 
“NYSE” means the New York Stock Exchange;
 
“NYSE Standards” means the corporate governance listing standards of the NYSE;
 
“OBCA” means Ontario Business Corporations Act, as amended from time to time;
 
“Options” means Common Share stock options issued to senior management of the Company pursuant to and in accordance with the Company’s Stock Option Plan;
 
“Overhang” means the total number of Options available for issuance, plus all Options outstanding that have not yet been exercised, expressed as a percentage of the total number of issued and outstanding Common Shares of the Company at the end of the fiscal year;
 
“Record Date” means the close of business (Toronto time) on March 14, 2012;
 
“Red Back” means Red Back Mining Inc.;
 
“registered Shareholder” or “registered owner” means a Shareholder of the Company in possession of a physical Common Share certificate as recorded with the Transfer Agent;
 
“Restricted Period” means the end of a restricted period of time wherein a Restricted Share Unit cannot be exercised as determined by the HRCNC;
 
“Restricted Performance Share Unit” or “RPSU” means restricted Share units issued to employees of the Company pursuant to and in accordance with the Company’s Restricted Share Plan, each representing upon expiry of the Restricted Period, and subject to performance conditions set out in the applicable award, a right to receive one Common Share subject to applicable statutory withholdings;
 
“Restricted Share Unit” or “RSU” means restricted Share units issued to employees of the Company pursuant to and in accordance with the Company’s Restricted Share Plan, each representing upon expiry of the Restricted Period, a right to receive one Common Share subject to applicable statutory withholdings;
 
“SEC” means the United States Securities and Exchange Commission;
 
“Shareholder” means a holder of Common Shares;
 
“Strategic Plan” means long-term strategic plan of the Company;
 
“Transfer Agent” means the transfer agent of the Company, Computershare Investor Services Inc.;
 
“Triggering Event” has the meaning given on page 54; and
 
“TSX” means the Toronto Stock Exchange.
 
 
- 5 -

 
 
BUSINESS OF THE MEETING
 
As set out in the Notice of Meeting, at the Meeting, Shareholders of the Company will be asked to consider and, as required, vote on the following five matters:
 
(a) Financial Statements
 
The audited consolidated financial statements of the Company for the fiscal year ended December 31, 2011 and the report of the auditors on the financial statements will be received.
 
(b) Election of Directors
 
The Board is currently comprised of ten Directors. At the Meeting, the Shareholders will be asked to elect ten Directors in accordance with the Company’s majority voting policy (see “Corporate Governance - Majority Voting for Directors” on page 62). All Directors so elected will hold office until the next annual meeting of Shareholders or until their successors are elected or appointed. The Named Proxyholders, if named as proxy, intend to vote the Common Shares represented by any such proxy for the election of the nominees whose names are set forth below starting on page 12, unless the Shareholder who has given such proxy has directed that the Shares be withheld from voting in the election of Directors. Management of the Company 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 Proxyholders, if named as proxy, reserve the right to vote for another nominee in their discretion.
 
Details respecting the nominees for election as Directors are set out under “Nominees for Election as Directors” starting on page 12.
 
(c) Appointment of Auditors
 
Shareholders will be asked to consider and, if thought fit to pass, an ordinary resolution approving the appointment of KPMG LLP of Toronto, Ontario as auditors of the Company 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 the Company be fixed by the Board.
 
For fiscal years ended December 31, 2011 and December 31, 2010, KPMG LLP and its affiliates were paid the following fees by Kinross:
 
   
2011
         
2010
       
Auditor’s Fees(1)
 
($)(2)
   
% of Total Fees(3)
   
($)(2)
   
% of Total Fees(3)
 
Audit Fees:
                       
Kinross – general
    2,869,000       71       2,650,000       59  
Kinross – securities matters
    390,000       10       86,000       2  
Total Audit Fees
    3,259,000       81       2,736,000       61  
Audit – Related Fees:
                               
Translation services
    160,000       4       156,000       3  
Due Diligence
                521,000       12  
Other
    3,000       0       165,000       4  
Total Audit – Related Fees
    163,000       4       842,000       19  
Tax Fees:
                               
Compliance
                       
Planning and advice
    242,000       6       196,000       4  
Total Tax Fees
    242,000       6       196,000       4  
All Other Fees:
    367,000       9       719,000       16  
                                 
Total Fees
    4,031,000       100       4,493,000       100  
 
(1) For a description of these fees, see the Company’s Annual Information Forms for the fiscal years ended December 31, 2011 and 2010.
(2) These amounts are rounded to the nearest $1,000.
(3) All percentages are rounded to the nearest whole percent.
 
The Named Proxyholders, if named as proxy, intend 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 the Company at a remuneration to be fixed by the Board, 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.
 
 
- 6 -

 
 
(d) Advisory Vote on Approach to Executive Compensation
 
Compensation strategies are critically important to driving the Company’s operational and financial success and incenting strategies to improve Shareholder value. 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 Shareholders. Detailed disclosure of our executive compensation program is provided in the Compensation Discussion and Analysis starting on page 21 of this Circular.
 
In 2011, the Board adopted a policy to hold at each annual meeting a non-binding advisory vote on the approach to executive compensation as disclosed in the Management Information Circular. This Shareholder vote forms an important part of the ongoing process of engagement between Shareholders and the Board on executive compensation.
 
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 2012 Annual Meeting of Shareholders of the Company.”
 
Approval of this resolution will require that it be passed by a majority of the votes cast by Shareholders thereon in person and by proxy. Because your vote is advisory, it will not be binding upon the Board. However, the HRCNC will take into account the results of the vote when considering future executive compensation arrangements.
 
THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS THAT THE SHAREHOLDERS OF THE COMPANY VOTE FOR THE ADVISORY RESOLUTION ON THE APPROACH TO EXECUTIVE COMPENSATION DISCLOSED IN THIS MANAGEMENT INFORMATION CIRCULAR.
 
The Named Proxyholders, if named as proxy, intend to vote the Common Shares represented by such proxy for approval of the advisory resolution on the Company’s approach to executive compensation unless the Shareholder has directed in the proxy that such Common Shares be voted against it.
 
(e)           Approve Amendments to and Reconfirm the Shareholder Rights Plan
 
At the Meeting, Shareholders will be asked to reconfirm and approve certain amendments to the Company’s Shareholder rights plan which has a nine year term (as amended from time to time, the “Shareholder Rights Plan”), as more fully described below.
 
Capitalized terms not defined below or in the Glossary have the same meaning as defined in the Shareholder Rights Plan Agreement dated February 26, 2009.
 
Background
 
In February 2009, the Board approved the adoption of the Shareholder Rights Plan, which was entered into as of February 26, 2009 and is currently effective (the “Current Rights Plan”). The Current Rights Plan will terminate unless it is reconfirmed at the Meeting. The Board, as discussed below, has considered and concluded that the continuation of the Current Rights Plan, subject to certain minor amendments thereto which the Board proposes be adopted, would be in the best interest of the Company and its Shareholders. Many public companies in Canada continue to have Shareholder rights plans in effect and the Shareholder Rights Plan is similar to plans adopted recently by several other Canadian companies and approved by their Shareholders.
 
A copy of the rights plan agreement between the Company and the trustee, which gives effect to the Shareholder Rights Plan (the “Rights Agreement”) is available via SEDAR at www.sedar.com or upon request by contacting the Vice President, Office Services and Corporate Secretary of the Company.
 
 
- 7 -

 
 
Objectives of the Shareholder Rights Plan
 
The fundamental objectives of the Shareholder Rights Plan are to provide adequate time for the Board and Shareholders to assess an unsolicited Take-over Bid for the Company, to provide the Board with sufficient time to explore and develop alternatives for maximizing Shareholder value if a Take-over Bid is made, and to provide Shareholders with an equal opportunity to participate in a take-over bid and receive full and fair value for their Common Shares.
 
The Shareholder Rights Plan encourages a potential acquirer who makes a Take-over Bid to proceed either by way of a “Permitted Bid” (described below), which generally requires a take-over bid to satisfy certain minimum standards designed to promote fairness, or with the concurrence of the Board. If a Take-over bid fails to meet these minimum standards and the Shareholder Rights Plan is not waived by the Board, the Shareholder Rights Plan provides that holders of Common Shares, other than the acquirer, will be able to purchase additional Common Shares at a significant discount to market, thus exposing the person acquiring Common Shares to substantial dilution of its holdings.
 
As at the date hereof, the Board is not aware of any pending or threatened Take-over Bid for the Company.
 
The Board, as part of its most recent review and analysis of the continuation of the Current Rights Plan, considered the existing legislative framework governing take-over bids in Canada. The Board believes such legislation currently does not provide sufficient time to permit Shareholders to consider the Take-over Bid and make a reasoned and unhurried decision with respect to the Take-over Bid or give the Board sufficient time to develop alternatives for maximizing Shareholder value. Shareholders also may feel compelled to tender to a Take-over Bid even if the Shareholder considers such bid to be inadequate out of a concern that failing to tender may result in a Shareholder being left with illiquid or minority of discounted Shares in the Company. This is particularly so in the case of a partial bid for less than all the Common Shares of the Company where the bidder wishes to obtain a control position but does not wish to acquire all of the Common Shares. Finally, while existing securities legislation has addressed many concerns related to unequal treatment of Shareholders, there remains the possibility that control of a company may be acquired pursuant to private agreements in which a small group of Shareholders disposes of Shares at a premium to market price, which premium is not shared with the other Shareholders.
 
It is not the intention of the Board, in proposing that the Current Rights Plan be reconfirmed, to either secure the continuance of the directors or management of the Company or to preclude a take-over bid for control of the Company. The Shareholder Rights Plan provides that Shareholders may tender to Take-over bids which meet the Permitted Bid criteria. Furthermore, even in the context of a Take-over bid that does not meet the Permitted Bid criteria, the Board is always bound to consider any take-over bid for the Company and consider whether or not it should waive the application of the Shareholder Rights Plan in respect of such bid. In discharging such responsibility, the Board will be obligated to act honestly and in good faith with a view to the best interests of the Company.
 
In recent years, unsolicited bids have been made for a number of Canadian public companies, many of which had shareholder rights plans. The Board believes this demonstrates that the existence of a shareholder rights plan does not prevent the making of an unsolicited bid. Further, in a number of these cases, a change of control ultimately occurred at a price in excess of the original bid price. There can be no assurance, however, that the Company’s Shareholder Rights Plan would serve to bring about a similar result.
 
A number of decisions rendered by the Canadian securities regulators relating to Shareholder rights plans have concluded that a Board faced with an unsolicited take-over bid will not be permitted to maintain a Shareholder rights plan indefinitely to prevent the successful completion of the bid, but only for so long as the Board is actively seeking alternatives to the bid and there is a reasonable possibility that, given additional time, a value maximizing alternative will be developed. The Shareholder Rights Plan does not preclude any Shareholder from utilizing the proxy mechanism of the OBCA, the Company’s governing corporate statute, to promote a change in the management, Board or direction of the Company, and will have no effect on the rights of holders of the Company’s Common Shares to requisition a meeting of Shareholders in accordance with the provisions of applicable legislation.
 
 
- 8 -

 
 
The continuance of the Current Rights Plan is not expected to interfere with the day-to-day operations of the Company. Neither the existence of the outstanding Rights (as defined below) nor the issuance of additional Rights in the future will in any way alter the financial condition of the Company, impede its business plans, or alter its financial statements. In addition, the Shareholder Rights Plan is initially not dilutive. However, if a “Flip-in Event” (described below) occurs and the Rights separate from the Common Shares as described below, reported earnings per share on a fully-diluted or non-diluted basis may be affected. In addition, holders of Rights not exercising their Rights after a Flip-in Event may suffer substantial dilution.
 
Amendments to the Current Rights Plan
 
The proposed amendments to the Current Rights Plan are limited in number and effect. These minor amendments include changes to the following definitions:
 
(i) Exempt Acquisition – The definition has been modified with respect to Share acquisitions to include amalgamations, plan of arrangements or other statutory procedures having similar effect which have been approved by the Board and the holder of Shares by the requisite majority of majorities of the holders of Shares at a meeting duly called and held for such purpose in accordance with the provisions of the OBCA, the Company’s by-laws and any other applicable legal requirements; and
   
(ii) Pro Rata Acquisition – The definition has been modified to include the acquisition of voting Shares by a Person pursuant to a stock dividend, stock split or other event in respect of securities of one or more particular classes or series of the Company pursuant to which such person becomes the Beneficial owner of Voting Shares on the same pro rata basis as all other holders of securities of the particular class or series.
 
Summary of Shareholder Rights Plan
 
The following is a summary of the principal terms of the Shareholder Rights Plan, which summary is qualified in its entirety by reference to the text of the Rights Agreement.
 
(i) Effective Time
 
The effective time of the Shareholder Rights Plan (the “Effective Time”) is 12:01 a.m. on March 29, 2009.
 
(ii) Term
 
Nine years as of the Effective Time, subject to reconfirmation at this Meeting and at the sixth annual meeting following the Effective Time.
 
(iii) Issuance of Rights
 
At the Effective Time, one right (a “Right”) was issued and attached to each outstanding Common Share and has and will attach to each Common Share subsequently issued.
 
(iv) Rights Exercise Privilege
 
The Rights will separate from the Common Shares and will be exercisable ten trading days (the “Separation Time”) after a person has acquired, or commences a take-over bid to acquire, 20% or more of the Common Shares, other than by an acquisition pursuant to a take-over bid permitted by the Shareholder Rights Plan (a “Permitted Bid”). The acquisition by any person (an “Acquiring Person”) of 20% or more of the Common Shares, other than by way of a Permitted Bid, is referred to as a “Flip-in Event”. Any Rights held by an Acquiring Person will become void upon the occurrence of a Flip-in Event. Ten trading days after the occurrence of the Flip-in Event, each Right (other than those held by the Acquiring Person), will permit the purchase of $180 worth of Common Shares for $90.
 
(v) Certificates and Transferability
 
Prior to the Separation Time, the Rights are evidenced by a legend imprinted on certificates for the Common Shares issued from and after the Effective Time and are not to be transferable separately from the Common Shares. From and after the Separation Time, the Rights will be evidenced by separate certificates that will be transferable and traded separately from the Common Shares.
 
 
- 9 -

 
 
(vi) Permitted Bid Requirements
 
The requirements for a Permitted Bid include the following:
 
(a)  the take-over bid must be made to all Shareholders, other than the bidder;
   
(b)  the take-over bid must be outstanding for a minimum period of 60 days and Common Shares tendered pursuant to the take-over bid may not be taken up prior to the expiry of the 60 day period and only if at such time more than 50% of the Common Shares held by Shareholders, other than the bidder, its affiliates and persons acting jointly or in concert and certain other persons, (the “Independent Shareholders”) have been tendered to the take-over bid and not withdrawn;
   
(c)  if more than 50% of the Common Shares held by independent Shareholders are tendered to the take-over bid within the 60 day period, the bidder must make a public announcement of that fact and the take-over bid must remain open for deposits of Common Shares for an additional ten business days from the date of such public announcement;
   
(d) 
the take-over bid must permit Common Shares to be deposited pursuant to the take-over bid, unless such take-over bid is withdrawn, at any time prior to the date Common Shares are first taken up and paid for; and
   
(e) 
the take-over bid must provide that any Common Shares deposited pursuant to the take-over bid may be withdrawn until taken up and paid for.
 
The Shareholder Rights Plan also allows for a competing Permitted Bid (a “Competing Permitted Bid”) to be made while a Permitted Bid is in existence. A Competing Permitted Bid must satisfy all the requirements of a Permitted Bid except that it may expire on the same date as the Permitted Bid, subject to the requirement that it be outstanding for a minimum period of 35 days.
 
(vii) Waiver
 
The Board, acting in good faith, may, prior to the occurrence of a Flip-in Event, waive the application of the Shareholder Rights Plan to a particular Flip-in Event (an “Exempt Acquisition”) where the take-over bid is made by a take-over bid circular to all the holders of Common Shares. Where the Board exercises the waiver power for one take-over bid, the waiver will also apply to any other take-over bid for the Company made by a take-over bid circular to all holders of Common Shares prior to the expiry of any other bid for which the Shareholder Rights Plan has been waived.
 
(viii) Redemption
 
The Board with the approval of a majority vote of the votes cast by Shareholders (or the holders of Rights if the Separation Time has occurred) voting in person and by proxy, at a meeting duly called for that purpose, may redeem the Rights at $0.00001 per Common Share. Rights may also be redeemed by the Board without such approval following completion of a Permitted Bid, Competing Permitted Bid or Exempt Acquisition.
 
(ix) Amendment
 
The Board may amend the Shareholder Rights Plan with the approval of a majority vote of the votes cast by Shareholders (or the holders of Rights if the Separation Time has occurred) voting in person and by proxy at a meeting duly called for that purpose. The Board without such approval may correct clerical or typographical errors and, subject to approval as noted above at the next meeting of the Shareholders (or holders of Rights, as the case may be), may make amendments to the Shareholder Rights Plan to maintain its validity due to changes in applicable legislation.
 
(x) Board of Directors
 
The Shareholder Rights Plan will not detract from or lessen the duty of the Board to act honestly and in good faith with a view to the best interests of the Company. The Board, when a Permitted Bid is made, will continue to have the duty and power to take such actions and make such recommendations to Shareholders as are considered appropriate.
 
 
- 10 -

 
 
(xi) Exemptions for Investment Advisors
 
Investment advisors (for fully managed accounts), mutual funds, trust companies (acting in their capacities as trustees and administrators), statutory bodies whose business includes the management of funds and administrators of registered pension plans acquiring greater than 20% of the Common Shares are exempted from triggering a Flip-in Event, provided that they are not making, or are not part of a group making, a take-over bid.
 
Resolution approving amendments to the Current Rights Plan and reconfirming its continuation as amended
 
The text of the resolution approving the continuation of the Shareholder Rights Plan to be put before Shareholders at the Meeting is as follows:
 
“BE IT HEREBY RESOLVED THAT:
 
1.  the continued existence of the rights plan, as set forth in the Rights Agreement dated February 26, 2009 and as amended and restated as of May 9, 2012, (the “Shareholder Rights Plan”) between the Company and Computershare Investor Services Inc., and the issuance of all Rights issued pursuant to such Shareholder Rights Plan, amended as described in the management information circular delivered in advance of the 2012 annual meeting of Shareholders of the Company, is hereby ratified, reconfirmed and approved; and
   
2.  any of the officers or directors of the Company be and is hereby authorized for and on behalf of the Company (whether under its corporate seal or otherwise) to execute and deliver all documents and instruments and to take all such other actions as such officer or director may deem necessary or desirable to implement the foregoing resolutions and the matters authorized hereby, such determinations to be conclusively evidenced by the execution and delivery of such documents and other instruments or the taking of any such action.”
 
Board’s Recommendation
 
FOR THE REASONS INDICATED ABOVE, THE BOARD AND MANAGEMENT OF THE COMPANY BELIEVE THAT THE SHAREHOLDER RIGHTS PLAN IS IN THE BEST INTEREST OF THE COMPANY AND ITS SHAREHOLDERS AND, ACCORDINGLY, UNANIMOUSLY RECOMMEND THAT SHAREHOLDERS VOTE FOR THE SHAREHOLDER RIGHTS PLAN. UNLESS THE SHAREHOLDER RIGHTS PLAN IS APPROVED BY A MAJORITY VOTE OF THE VOTES CAST AT THE MEETING BY SHAREHOLDERS VOTING IN PERSON AND BY PROXY IT WILL CEASE TO BE OF ANY FORCE OR EFFECT.
 
The Named Proxyholders, if named as proxy, intend to vote the Common Shares represented by such proxy for the ratification of the Shareholder Rights Plan unless the Shareholder has directed in the proxy that such Common Shares be voted against the amendments.
 
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, proxies appointing the Named Proxyholders as proxyholders will be voted in accordance with their best judgement.
 
 
- 11 -

 
 
NOMINEES FOR ELECTION AS DIRECTORS
 
The following table sets forth certain information with respect to all persons proposed to be nominated by management for election as Directors. The Shareholders can vote for or withhold from voting on the election of each Director on an individual basis. Unless authority is withheld, the Named Proxyholders, if named as proxy, intend 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 current as of December 31, 2011, and the information is as of December 31 of the noted year.
 
 
(photo of john a. brough)

John A. Brough, 65
Toronto, Ontario,
Canada
 
Director Since:
January 19, 1994
Independent
 
 
Mr. Brough retired as President of both Torwest Inc. and Wittington Properties Limited, real estate companies on December 31, 2007, a position he had held since 1998. From 1996 to 1998, Mr. Brough was the Executive Vice President and Chief Financial Officer of iSTAR Internet, Inc. Between 1974 and 1996, he held a number of positions with Markborough Properties, Inc., his final position being Senior Vice President and Chief Financial Officer, which position he held from 1986 to 1996. Mr. Brough is an executive with over 30 years of experience in the real estate industry. Mr. Brough holds a Bachelor of Arts (Economics) from the University of Toronto and he is a Chartered Accountant. Mr. Brough has graduated from the Director’s Education Program at the University of Toronto, Rotman School of Management. Mr. Brough is a member of the Institute of Corporate Directors and the Institute of Chartered Accountants of Ontario.
 
    
     
Key Areas of Expertise/Experience
       
     
          •          Financial
          •          Executive Management
       
     
          •          Audit/Accounting
          •          Governance
       
                 
   
  2011 Board/Committee Membership
2011 Attendance
     
   
  Board of Directors
10 of 10
100%
     
   
  Audit and Risk
5 of 5
100%
     
   
  HRCNC
6 of 6
100%
     
                       
   
  Public Board Membership
  Board Committee Memberships
   
   
  Silver Wheaton Corp.
  Audit (Chair)
   
     
  Governance and Nominating
   
     
  First National Financial Corp. – Lead Director
  Audit (Chair)
   
     
  Canadian Real Estate Investment Trust (CREIT)
  Audit (Chair)
   
       
  Investment
   
     
  TransGlobe REIT
  Audit
   
       
  Governance, Compensation and Nominating (Chair)
   
   
 
Securities Held
   
   
Fiscal
Year
Common
Share
 Warrants (#) (4)  
Common
Shares (#)
Deferred
Share Units
(“DSUs”)
(#)
Total Common
Shares and
DSUs (#)
  Total At-Risk Value  
of Common Shares
and DSUs ($)
Meets Share
Ownership
Guidelines(1)
      
   
2011
      nil
15,152
18,199
33,351
387,872
     
   
2010
20,000
  6,416
16,206
22,622
427,782
Yes – 105%
   
   
Change
(20,000)
  8,736
  1,993
10,729
  (39,910)
     
                       
 
(photo of tye w. burt)

Tye W. Burt,
55
Toronto, Ontario,
Canada
 
Director Since:
March 23, 2005
 
Non-Independent –
President & Chief
Executive Officer of the
Company
 
 
Mr. Burt was appointed President and Chief Executive Officer of Kinross in March 2005. Prior to that, Mr. Burt held the position of Vice Chairman and Executive Director of Corporate Development of Barrick Gold Corporation (“Barrick”). From December 2002 to February 2004, he was Executive Director of Corporate Development and a director of Barrick. From May 2002 to December 2002, he was consulting on a full time basis to Barrick. From 2000 to May 2002, he was President of Cartesian Capital Corp. Prior to 2000, Mr. Burt was Chairman of Deutsche Bank Canada and Managing Director of the Global Mining and Metals Group of Deutsche Bank AG. Mr. Burt was a director and Vice Chairman of the audit committee of the Ontario Financing Authority. Mr. Burt is Vice-Chair of the Board of Governors of the University of Guelph and a member of the Board of Governors of the Duke of Edinburgh’s Award Charter for Business. Mr. Burt sits as Kinross’s representative on Russia’s Foreign Investment Advisory Council. Mr. Burt is a member of the Law Society of Upper Canada. He holds a Bachelor of Laws from Osgoode Hall Law School and holds a Bachelor of Arts from the University of Guelph.
 
 
         
Key Areas of Expertise/Experience
         
         
        •        Government Relations
        •        International
         
         
        •        Executive Management
        •        Financial Literacy
         
         
        •        Senior Officer
        •        Managing/Leading growth
         
         
        •        Mining Industry
        •        Investment Banking
         
          • Communications/Investor Relations          
               
   
  2011 Board Membership(2)
2011 Attendance
Public Board Membership
     
   
  Board of Directors
10 of 10
100%
None
     
 
 
Securities Held
   
    
Fiscal
Year
Common
Share
Warrants (#)(4)
Common
Shares (#)
Restricted
Share Units
(“RSUs”)
(#)
Total Common
Shares and
RSUs (#)
Total At-Risk
Value of Common Shares and
RSUs($)
Meets Share
Ownership
Guidelines(1)
   
   
2011
10,000
550,873
366,919
917,792
10,673,920
     
   
2010
40,000
437,761
300,850
738,611
13,967,134
Yes – 190%
   
   
Change
(30,000)
113,112
  66,069
179,181
  (3,293,214)
     
   
   † Common Shares and RSUs, including RPSUs, under Kinross’ RSU Plan.
   
                     
 
 
- 12 -

 
 
Tye W. Burt
continued
   
Options Held
                                   
   
Date Granted
   
Expiry Date
   
Exercise
Price ($)
   
Options Granted
and Vested (#)
   
Total Unexercised
(#)
   
At-Risk Value of
Options
Unexercised ($)
     
     
 2 Jan 2007
   
Jan. 2/12
     
13.82
   
200,000
   
     200,000
   
--
     
     
12 Dec 2007
   
Dec. 12/12
     
18.10
   
173,010
   
     173,010
   
--
     
     
26 Feb 2008
   
Feb. 26/13
     
23.79
   
283,046
   
     283,046
   
--
     
     
23 Feb 2009
   
Feb. 23/14
     
23.74
   
179,500
   
     269,250
   
--
     
     
22 Feb 2010
   
Feb. 22/15
     
19.23
   
   85,198
   
     255,595
   
--
     
     
22 Feb 2011
   
Feb. 22/16
     
16.25
     
--
       
      209,301
   
--
     
     
Total
               
920,754
   
  1,390,202
   
--
     
     
Total Equity At-Risk Amount (Common Shares, RSUs & Options): 2011 - $10,673,920; 2010 - $16,052,272
     
     
‡Calculated based on the total number of Options unexercised as of December 31, 2011.
     
                                           
 
(photo of john k. carrington)   
 
John K. Carrington,
68
Thornhill, Ontario,
Canada
 
Director Since:
October 26, 2005
Independent
 
 
Mr. Carrington was the Vice-Chairman and a director of Barrick from 1999 through 2004.  Prior to that, Mr. Carrington was the Chief Operating Officer of Barrick from 1996 until February 2004.  He has also occupied the functions of President and Executive Vice President, Operations of Barrick in 1997 and 1995 respectively. Prior to that, Mr. Carrington occupied officerships in other mining companies, including Noranda Minerals Inc., Brunswick Mining & Smelting Inc. and Minnova Inc. Mr. Carrington holds a Bachelor of Applied Science (Mining Engineering) and a Masters of Engineering (Mining).  He is a member of the Association of Professional Engineers of Ontario.
 
                                           
           
Key Areas of Expertise/Experience
           
           
Mining/Operational
   
International
           
           
Executive Management
   
Corporate Responsibility
           
                                           
     
  2011 Board/Committee Membership
2011 Attendance
Public Board Membership
     
     
  Board of Directors
10 of 10
 
100%
 
None
     
     
  Corporate Governance
5 of 5
 
100%
                     
     
  Corporate Responsibility
4 of 4
 
100%
                     
                                   
   
Securities Held
                       
     
Fiscal
Year
  Common Share Warrants (#)(4)  
Common
Shares (#)
   
Deferred
Share Units
(“DSUs”)
(#)
   
Total Common
Shares and
DSUs (#)
 
  Total At-Risk Value
of Common Shares
and DSUs ($)
 
Meets Share
Ownership
  Guidelines(1)
     
       
2011
  nil    
4,200
   
30,890
   
35,090
 
408,097
           
       
2010
  nil    
nil
   
21,586
   
21,586
 
408,191
   
Yes – 110%
     
       
Change
  nil    
4,200
   
9,304
   
13,504
 
(94
)
         
                                                     
 
(photo of john m.h. huxley) 
 
John M.H. Huxley, 66
Toronto, Ontario,
Canada
 
Director Since:
May 31, 1993
Independent
   
 
Mr. Huxley was most recently a Principal of Algonquin Management Inc., the manager of the Algonquin Power Income Fund, since 1997 until his retirement in 2006.  Prior to that, he was the President of Algonquin Power Corporation, a builder, developer and operator of hydroelectric generating facilities in Canada and the United States.  He holds a Bachelor of Laws degree from Osgoode Hall Law School. He is also a member of the Institute of Corporate Directors.
   
                                                   
                
Key Areas of Expertise/Experience
           
           
Executive Management
   
Corporate Responsibility
           
           
Legal
   
Government Relations
           
                                                   
         
2011 Board/Committee Membership
   
2011 Attendance
               
         
Board of Directors
         
10 of 10
 
100%
               
         
Audit and Risk
         
5 of 5
 
100%
               
         
HRCNC
         
6 of 6
 
100%
               
         
Corporate Governance(3)
         
2 of 2
 
100%
               
                                           
       
  Public Board Membership
 
Board Committee Memberships
         
       
  Elgin Mining Inc.
 
Audit
Governance, Nominating and Compensation (Chair)
         
                                                     
   
Securities Held
                                     
     
Fiscal
Year
   
Common
Share
Warrants
(#)(4)
   
Common
Shares (#)
   

Deferred
Share Units
(“DSUs”)
(#)
   
Total Common
Shares and
DSUs (#)
 
Total At-Risk Value
of Common Shares
and DSUs ($)
 
Meets Share
Ownership
Guidelines(1)
     
       
2011
   
nil
   
41,337
   
46,124
   
87,461
 
1,017,171
           
       
2010
   
nil
   
41,603
   
37,730
   
79,333
 
1,500,187
   
Yes – 275%
     
       
Change
   
nil
   
     (266)
   
8,394
   
8,128
 
(483,016
)
         
       
 
 
- 13 -

 
 
                                             
 
(photo of kenneth c. irving) 
 
Kenneth C. Irving, 51 Toronto, Ontario,
Canada
 
Director Since:
August 3, 2011
Independent
   
Mr. Irving was, until July 2010, the CEO of Irving Oil Limited having led the companys operations and business development initiatives for over 10 years beginning in the late 1990s.  From April, 1983 he held various front-line and management positions within Irving Oil. He received his Bachelor of Arts (Economics and Social Science) from Bishop’s University.
 
                       
         
Key Areas of Expertise/Experience
     
         
Government Relations
   
Communication
     
         
Operational
   
Executive Management
     
                             
       
2011 Board/Committee Membership
2011 Attendance(5)
Public Board Membership    
       
Board of Directors
 
4 of 4
100% None    
       
Corporate Governance
 
3 of 3
100%        
       
Corporate Responsibility
 
2 of 2
100%        
       
 
Securities Held
                 
       
Fiscal
Year
Common
Share
Warrants
(#)(4)
Common
Shares (#)
Deferred
Share Units
(“DSUs”)
(#)
Total Common
Shares and
DSUs (#)
Total At-Risk Value
of Common Shares
and DSUs ($)
Meets Share
Ownership
Guidelines(1)
 
         
2011
nil
nil
3,865
3,865
44,950
No(6)
 
         
2010
nil
nil
   nil
   nil
      nil
 
         
Change
nil
nil
3,865
3,865
44,950
 
                               
                                             
 
(photo of john a. keyes) 
 
John A. Keyes, 68
The Woodlands, Texas,
U.S.A.
 
Director Since:
March 3, 2003
Independent
   
Mr. Keyes most recently held the position of President and Chief Operating officer of Battle Mountain Gold Company from 1999 until his retirement in 2001. Prior to that, he served as the Senior Vice President - Operations for Battle Mountain Gold Company with responsibilities for operations in United States, Canada, Bolivia, Chile and Australia.  Mr. Keyes received his Bachelor of Science Mine Engineering degree from Michigan Technological University and completed an executive Masters of Business Administration program at the University of Toronto.  Mr. Keyes has graduated from the Director’s Education Program at the University of Toronto, Rotman School of Management.  He is also a member of the Institute of Corporate Directors.
 
                       
         
Key Areas of Expertise/Experience
     
         
Mining/Operational
   
International
     
         
Executive Management
   
Corporate Responsibility
     
                             
       
2011 Board/Committee Membership
2011 Attendance
Public Board Membership    
       
Board of Directors
 
10 of 10
100% None    
       
Corporate Responsibility
 
4 of 4
100%        
       
Corporate Governance
 
5 of 5
100%        
         
 
Securities Held
                 
         
Fiscal
Year
Common
Share
Warrants (#)(4)
Common
Shares (#)
Deferred
Share Units
(“DSUs”)
(#)
Total Common
Shares and
DSUs (#)
Total At-Risk Value
of Common Shares
and DSUs ($)
Meets Share
Ownership
Guidelines(1)
 
         
2011
nil
10,000
  36,089
46,089
536,015
Yes – 145%
 
         
2010
nil
nil
   31,785
 31,785
601,054
 
         
Change
nil
10,000
    4,304
14,304
(65,039)
 
                               
 
(photo of catherine mcleod-seltzer)    
 
Catherine McLeod-
Seltzer, 51
Vancouver, B.C.,
Canada
 
Director Since:
October 26, 2005
Independent
 
 
Ms. McLeod-Seltzer is the non-executive/independent Chairman and a director of Pacific Rim Mining Corp. She has been an officer and director of Pacific Rim Mining Corp. since 1997.  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.
 
                                                   
           
Key Areas of Expertise/Experience
           
           
Mining/Operational
   
International
           
           
Executive Management
   
Governance
           
                                                   
         
2011 Board/Committee Membership
   
2011 Attendance
               
         
Board of Directors
         
8 of 10
 
 80%
               
         
Corporate Responsibility
         
4 of 4
 
100%
               
         
HRCNC
       
6 of 6
 
100%
               
                                           
        Public Board Membership    
Board Committee Memberships
         
        Bear Creek Mining Corporation                
          Major Drilling Group International Inc.    
Compensation
         
          Pacific Rim Mining Corp.                
          Troon Ventures                
                                                       
     
Securities Held
                                     
       
Fiscal
Year
   
Common
Share
Warrants (#)(4)
   
Common
Shares (#)
   
Deferred Share Units (“DSUs”)
(#)
   
Total
Common
Shares and
DSUs (#)
 
  Total At-Risk Value
  of Common Shares and
DSUs ($)
 
Meets Share
Ownership
Guidelines(1)
   
       
2011
   
20,000
   
12,296
   
27,073
   
39,369
 
457,861
           
       
2010
   
10,000
   
  7,296
   
19,309
   
26,605
 
503,101
   
Yes – 124%
   
       
Change
   
10,000
   
 5,000
   
7,764
   
12,764
 
(45,240
)
         
       
 
 
- 14 -

 
 
                                             
 
(photo of george f. michals) 
 
George F. Michals, 76
Vero Beach, Florida,
U.S.A.
 
Director Since:
January 31, 2003
Independent
      
Mr. Michals retired as President of Baymont Capital Resources Inc., an investment holding company, in 2007. Mr. Michals has also served as an active member on the boards of a number of private and public companies. Prior to January 2003, Mr. Michals was the Chairman of the board of TVX Gold Inc. and from 1987 to 1990, he held the position of Executive Vice President and Chief Financial Officer of Canadian Pacific Limited. He holds a Bachelor of Commerce degree from Concordia University and is a Chartered Accountant.
                           
         
Key Areas of Expertise/Experience
     
         
Financial
   
Governance
     
         
Audit/Accounting
   
Executive Management
     
                             
       
2011 Board/Committee Membership
2011 Attendance
 
Public Board Membership
   
       
Board of Directors
 
9 of 10
   
90%
 
None
     
       
Corporate Governance
 
5 of 5
   
100%
         
       
HRCNC
 
6 of 6
   
100%
         
       
Securities Held
                 
       
Fiscal
Year
Common
Share
   Warrants (#)(4)  
Common
Shares (#)
   Deferred Share  
   Units (“DSUs”)  
(#)
  Total Common 
Shares and
DSUs (#)
  Total At-Risk Value  
of Common Shares
and DSUs ($)
Meets Share
Ownership
Guidelines(1)
 
         
2011
nil
42,917
22,945
65,862
   765,975
Yes – 207%
 
         
2010
nil
32,917
20,918
53,835
1,018,020
 
         
Change
 
10,000
  2,027
12,027
   (252,045)
 
                               
                                               
 
(photo of john e. oliver)
 
John E. Oliver, 62
Halifax, Nova Scotia,
Canada
 
Director Since:
March 7, 1995
Independent
   
Mr. Oliver was most recently Senior Vice President, Atlantic Region, of Bank of Nova Scotia from March 2004 until his retirement in August, 2008. Mr. Oliver was the Executive Managing Director and Co-Head of Scotia Capital U.S., Bank of Nova Scotia from October 1999 to March 2004. From 1997 to 1999 he was the Senior Vice President, Corporate and Real Estate Banking of Bank of Nova Scotia. Mr. Oliver is Chair of the Canadian Museum of Immigration, a Federal Crown Corporation and Vice Chair, Autism Nova Scotia. He was appointed the Independent Chairman of the Company in August 2002.
                       
         
Key Areas of Expertise/Experience
     
         
Human Resources
   
Communications
     
           
International
   
Executive Management
     
                             
       
2011 Board/Committee Membership
2011 Attendance
 
Public Board Membership
   
       
Board of Directors
 
10 of 10
   
100%
 
None
   
       
HRCNC
 
6 of 6
   
100%
         
       
Securities Held
                 
       
Fiscal
Year
Common
Share
Warrants (#)(4)
Common
Shares (#)
Deferred
Share Units
(“DSUs”)
(#)
Total
Common
Shares and
DSUs (#)
Total At-Risk
Value
of Common
Shares
and DSUs
($)
Meets Share
Ownership
Guidelines(1)
 
         
2011
nil
7,360
74,777
82,137
   955,253
Yes – 258%
 
         
2010
nil
7,360
66,879
74,239
1,403,859
 
         
Change
nil
nil
  7,898
7,898
   (448,606)
 
                               
                                               
 
(photo of terence c.w. reid)
 
Terence C.W. Reid, 70
Toronto, Ontario,
Canada
 
Director Since:
January 5, 2005
Independent
      
Mr. Reid retired was Vice-Chairman of CIBC Wood Gundy in 1997 after a career there spanning 31 years during which he provided investment banking services to many of Canada’s leading corporations. He subsequently acted as a consultant in the electricity industry and helped develop an internet start-up business. Between 2001 and 2003 he was president of Laketon Investment Management, a leading Canadian investment asset manager. Mr. Reid has served on a number of investment industry committees and was the Chairman of the Montreal Stock Exchange. Mr. Reid holds a Diploma in Law from the University of Witwatersrand, Johannesburg and a Masters in Business Administration from the University of Toronto. Mr. Reid is a graduate of the Director Education Program of the Institute of Corporate Directors.
                         
         
Key Areas of Expertise/Experience
     
         
Investment Banking
   
Financial
     
         
Legal
   
Governance
     
                             
         
Board/Committee Membership
2011 Attendance
     
         
Board of Directors
        10 of 10
100%
     
         
Audit & Risk
      5 of 5
100%
     
          
Corporate Responsibility
      4 of 4
100%
     
               
       
Public Board Membership
Board Committee Memberships
   
       
Pizza Pizza Royalty Income Fund
Audit
   
       
Securities Held
                 
       
Fiscal
Year
Common
Share
Warrants (#)(4)
Common
Shares (#)
Deferred
Share
Units
(“DSUs”)
(#)
Total Common
Shares and
DSUs (#)
Total At-Risk
Value of
Common
Shares
and
DSUs ($)
Meets Share
Ownership
Guidelines(1)
 
       
2011
nil
5,000
55,041
60,041
698,277
Yes – 189%
 
       
2010
nil
nil
39,158
39,158
740,478
 
         
Change
nil
5,000
15,883
20,883
  (42,201)
 
                               
 
(1)
The Board has established a policy requiring each independent Director to hold a minimum value of Common Shares and/or DSUs, determined as a multiple of his/her annual Board Membership Retainer, as follows:
 
2 time by December 31, 2010
 
3 time by/after December 31, 2013
 
See “Independent Directors’ Share Ownership” on page 18. For Mr. Burt, see “Executive Share Ownership” on page 25.
(2)
Mr. Burt is not a member of any Committee as, due to being President and Chief Executive Officer, he is not an independent Director.

 
- 15 -

 
 
(3) Mr. Huxley was appointed to the Corporate Governance Committee on November 1, 2011 and there were two meetings of that committee for 2011 since his appointment.
(4) Common Share warrants have not been included in the computation of Total At-Risk Value of Common Shares and DSUs.
(5) Mr. Irving was appointed to the Board on August 3, 2011. There were four meetings of the Board, three meetings of the Corporate Governance and two meetings of the Corporate Responsibility committees for 2011 since his appointment. 
(6) Mr. Irving was appointed to the Board on August 3, 2011 and, as a new Board member, will receive 50% of his Directors’ fees in DSUs until he meets the current requirement.
 
Director Committee Membership and Independence
    COMMITTEES (MEMBERS)  
         
Corporate
   
Corporate
   
Human Resources,
       
   
Audit & Risk
   
Governance
   
Responsibility
   
Compensation & Nominating
       
Directors
 
Committee
   
Committee
   
Committee
   
Committee
   
Special Committee
 
    (3)     (5)     (5)     (5)     (4)  
Independent Directors  
John A. Brough
 
Chair
                   
ü
   
ü
 
John K. Carrington
         
ü
   
ü
           
ü
 
John M.H. Huxley
 
ü
   
Co-Chair
           
ü
         
Kenneth C. Irving
         
ü
   
ü
                 
John A. Keyes
         
ü
   
Chair
                 
Catherine McLeod-Seltzer
                 
ü
   
ü
         
George F. Michals
         
Co-Chair
           
ü
   
ü
 
John E. Oliver
                         
Chair
   
ü
 
Terence C.W. Reid
 
ü
           
ü
                 
Non-Independent Directors  
Tye W. Burt
                                       
 
Compensation of Independent Directors
 
Independent Directors’ Fees
 
The Board has established a flat fee structure for all independent Directors. In July 2011, the annual Board Membership Retainer payable to independent Directors was increased to $210,000 from $160,000 and all independent Directors became subject to a requirement to receive a minimum of the increased fees in DSUs. For 2011, those increased fees amounted to $25,000 being received as DSUs. The Chair of each of the Corporate Governance, Corporate Responsibility and Human Resources, Compensation & Nominating Committees receives an additional $30,000; other members of each of the Corporate Governance, Corporate Responsibility and Human Resources, Compensation & Nominating Committees receive an additional $15,000 per Committee; members of the Audit and Risk Committee receive an additional $20,000 and the Chair of the Audit Committee receives $70,000. The Independent Chair receives an additional $235,000 (but does not receive additional fees for acting as a Committee Chair or for being a member of the Special Committee). In addition, Directors receive a travel fee of $2,000 per trip for travel outside of Toronto to the Board / Committee Meetings. Mr. Oliver does not receive a fee for travel.
 
The following table sets out details of the flat fee structure for independent Directors effective July 1, 2011:
 
TYPE OF COMPENSATION
 
2011 FEES
 
Board Membership Retainer
  $ 210,000  
Chair of the Board
  $ 235,000 (1)
CR, CG and HRC&N Committee Chairs
  $ 30,000 (2)
CR, CG and HRC&N Committee Membership
  $ 15,000  
Audit and Risk Committee Chair
  $ 70,000  
Audit and Risk Committee Membershipe
  $ 20,000  
Special Committee Membership
  $ 3,000 (3)
 
(1)
For 2011, $420,000 in total with the inclusion of his Board Membership Retainer.
(2)
Mr. Oliver, as the Independent Chair of the Board, does not receive a fee for being Chair of the HRCNC.
(3)
A fee of $3,000 per meeting is payable to the independent Directors sitting on the Special Committee formed to consider, advise on and make recommendations respecting strategic planning and special transactional matters. Mr. Oliver, as the Independent Chair of the Board, does not receive a fee for being a member of this Committee.
 
 
- 16 -

 
 
Until July 1, 2011, Directors could receive 100% of their Board Membership Retainer in cash, subject to having met the minimum Common Share ownership requirement for Directors until which time at least 50% of the retainer must be received in DSUs (see “Independent Directors’ Share Ownership” below). However, on an annual basis, an independent Director can elect to receive a greater percentage of his or her Board Membership Retainer in DSUs. Effective July 1, 2011, at least $25,000 of the Board Membership Retainer for the balance of the year was required to be paid in the form of DSUs regardless of any prior elections by the Director. For the first quarter of 2012, at least 25% of the Board Membership Retainer will be paid in DSUs and, effective April 1, 2012, at least 50% of the Board Membership Retainer will be required to be paid in DSUs except, however, for Directors who are U.S. taxpayers for whom such requirements will not be effective until January 1, 2013. In addition, independent Directors are also entitled to the reimbursement of their reasonable Board related expenses.
 
A DSU is an amount owed by the Company to the Director holding it having the same value as one Common Share, but which is not paid out until such time as the Director terminates service on the Board and the boards of all affiliates of the Company, thereby providing an ongoing equity stake in the Company throughout the Director’s period of service. DSUs are vested at the time of grant. Only non-employee Directors of the Company and its affiliates can receive DSUs. Dividends paid by the Company prior to payment on the DSUs are credited to each holder of DSUs in the form of additional DSUs in the amount determined by multiplying the number of DSUs held by that holder by the amount of the per Share dividend and dividing the product by the closing Share price on the date of the payment of the dividend.
 
The main purpose of the DSU Plan is to strengthen the alignment of interests between the independent Directors and the Shareholders, by linking a portion of annual independent Director compensation to the future value of the Common Shares. The number of DSUs granted to an independent Director on the last day of each quarter in respect of his or her current quarter compensation is determined by dividing the closing price of the Common Shares on the TSX on the business day immediately preceding the date of grant by the value of the portion of the Director’s flat fee to be paid in DSUs.
 
At such time as an independent Director ceases to be a Director, the Company will make a cash payment to the Director, equal to the market value of a Common Share on the date of departure, multiplied by the number of DSUs held on that date.
 
As President and CEO of the Company, Mr. Burt is a non-independent Director. As such, he does not receive any Director fees or DSUs and is compensated solely as an officer of the Company (see “Compensation Discussion and Analysis” commencing on page 21). A summary of the compensation earned by Mr. Burt for 2011 is provided in the “Summary Compensation Table” on page 49.
 
The following table sets out the fees earned for independent Directors who served as Directors during 2011 and the proportion of fees taken in the form of DSUs.
 
                               
Total
 
Value of outstanding
 
                               
DSUs
 
DSUs
 
     Board    Indepen-  
Committee
                 
value
           
   
Member-
 
dent
   Chair  
Committee
 
Travel
     
Portion of fees taken in cash
 
vested
           
   
ship
 
Chair
 
Retainer
 
Fees
 
Fee(1)
    Total Fees  
and/or DSUs
 
or
           
Name
 
Retainer
 
Retainer
                     
earned
           
                                             
                           
(other than travel and Special
     
2010
   
2011
 
   
($)
 
($)
 
($)
 
($)
 
($)
 
($)
 
Committee fees)
 
($)(2)
 
($)
   
($)
 
J. Brough(6)
    185,000     N/A     70,000     15,000     6,000     276,000  
Q1, Q2: 100% in cash
Q3, Q4: 83% in cash, 17% in DSUs
    22,192     306,455       211,654  
J. Carrington
    185,000     N/A     N/A     30,000     N/A     215,000  
40% in cash, 60% in DSUs
    106,834     408,191       359,251  
R. Clark(3)
    53,333     N/A     N/A     5,000     2,000     60,333  
100% in DSUs
    45,027           44,461  
J. Huxley
    185,000     N/A     7,500     35,000     4,000     231,500  
50% in cash, 50% in DSUs
    94,204     713,474       536,422  
K. Irving(4)
    87,500     N/A     N/A     12,500     2,000     102,000  
50% in cash, 50% in DSUs
    44,383      —       44,950  
J. Keyes
    185,000     N/A     30,000     15,000     10,000     240,000  
75% in cash, 25% in DSUs
    47,620     601,054       419,715  
L. Lundin(5)
    53,333     N/A     N/A     N/A     2,000     55,333  
100% in DSUs
    40,838     26,663       46,741  
C. McLeod-
Seltzer
    185,000     N/A     N/A     30,000     8,000     223,000  
50% in cash, 50% in DSUs
    89,028     365,133       314,859  
                                         
G. Michals(6)
    185,000     N/A     30,000     15,000     8,000     238,000   Q1, Q2: 100% in cash
Q3, Q4: 80% in cash, 20% in DSUs
    22,192     395,559       266,850  
                                         
J. Oliver
    185,000     235,000     N/A     N/A     N/A     420,000  
75% in cash, 25% in DSUs
    86,958     1,264,682       869,657  
T. Reid
    185,000     N/A     N/A     35,000     6,000     226,000  
100% in DSUs
    182,197     740,478       640,127  
TOTAL
    1,674,166     235,000     137,500     192,500     48,000     2,287,166         781,473     4,821,689       3,754,687  
 
(1) Travel fees are paid in cash for all Directors
(2) Includes value at grant date of DSUs for compensation earned in fiscal 2011 and dividends paid in fiscal 2011 in the form of additional DSUs including dividends on DSUs that vested in prior years.
(3) For part of the year until Mr. Clark’s resignation from the Board on July 11, 2011.
(4) Mr. Irving was appointed to the Board on August 3, 2011.
(5) For part of the year until the annual Shareholders’ meeting on May 4, 2011 when Mr. Lundin did not stand for re-election.
(6) Effective July 1, 2011 Messrs Brough and Michals became subject to a requirement to receive a minimum of $50,000 of their annual flat fee in the form of DSUs.
 
 
- 17 -

 
 
Independent Directors’ Share Ownership
 
The Board has established a policy requiring each independent Director to hold a minimum value of Common Shares and/or DSUs, determined as a multiple of his/her annual Board Membership Retainer, as follows:
 
●           2 times by December 31, 2010
●           3 times by/after December 31, 2013
 
In the event an independent Director’s holdings fall below the minimum requirement at or after the applicable due date, the Director will be required to top-up his/her holdings by fiscal year-end to align with the requirement. In 2011, new Directors were required to receive at least 50% of their Board Membership Retainer in DSUs until such time they met the ownership requirements. Effective April 1, 2012, all Directors are required to receive 50% of their Board Membership retainer in DSUs irrespective of when the Director joined the Board.
 
The following table outlines the aggregate value of the Common Shares and DSUs held by each independent Director who was on the Board as of December 31, 2011 and whether as of that date he/she met Kinross’ independent Director share ownership requirement.
 
    
Eligible Share
   
Multiple of Board
 
Met Current
 
Multiple of Current
 
Name
 
Holdings
   
Retainer
 
Requirement
 
Requirement
 
   
($)(1)
               
J. Brough
    387,872       2.10  
Yes
    1.05  
J. Carrington
    408,097       2.21  
Yes
    1.10  
J. Huxley
    1,017,171       5.50  
Yes
    2.75  
K. Irving(2)
    44,950       0.51  
No
    0.26  
J. Keyes
    536,015       2.90  
Yes
    1.45  
C. McLeod-Seltzer
    457,861       2.47  
Yes
    1.24  
G. Michals
    765,975       4.14  
Yes
    2.07  
J. Oliver
    955,253       5.16  
Yes
    2.58  
T. Reid
    698,277       3.77  
Yes
    1.89  
 
(1) Common Shares and DSUs, based on the Common Share price on the TSX on December 31, 2011 of $11.63.
(2)
Mr. Irving was appointed to the Board on August 3, 2011 and, accordingly, his Board membership retainer was paid only in respect of the remaining part of the 2011 fiscal year.
 
Mr. Burt’s share ownership requirements are described under “Executive Share Ownership” on page 25.
 
Cease Trade Orders, Bankruptcies, Penalties or Sanctions
 
Other than as disclosed below, no Director is, or within the ten years prior to the date hereof has: (a) been, a director or executive officer of any company (including the Company) that, while that person was acting in that capacity, (i) was the subject of a cease trade or similar order or an order that denied the relevant company access to any exemption under securities legislation for a period of more than 30 consecutive days; (ii) was subject to an event that resulted, after the director or executive officer ceased to be a director or executive officer, in the company being the subject of a cease trade or similar order or an order that denied the relevant company access to any exemption under securities legislation for a period of more than 30 consecutive days; or (iii) within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or (b) become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold his or her assets.
 
On April 14, 2005, the Ontario Securities Commission issued a definitive management cease trade which superseded a temporary management cease trade order dated April 1, 2005 against the Directors and officers of the Company, at the time, in connection with the Company’s failure to file its audited financial statements for the year ended December 31, 2004. The missed filings resulted from questions raised by the SEC about certain accounting practices related to the accounting for goodwill. A similar order dated July 6, 2005 was issued by the Nova Scotia Securities Commission against Mr. John E. Oliver who is a resident of such province. These management cease trade orders affected all of the Directors, other than Mr. Irving, and were lifted on February 22, 2006 when the Company completed the necessary filings following the SEC’s acceptance of Kinross’ accounting treatment for goodwill.
 
 
- 18 -

 
 
2011 EXECUTIVE COMPENSATION
LETTER TO SHAREHOLDERS
 
Dear Shareholders,
 
We think it is important for our Shareholders to understand the key drivers of the pay decisions for our senior executives. You are encouraged to review the details of our programs as described within the Compensation Discussion & Analysis section of this Circular. In particular, we would like to draw your attention to the following highlights of our approach to the compensation of senior executives for 2011.
 
Pay Philosophy
 
The Board’s goal is to structure executive compensation to support operational and financial performance, and long-term Shareholder value appreciation, taking into account the capital-intensive nature of our business, long investment lead times, and the importance of managing risk. The HRCNC is dedicated to maintaining an effective compensation program that aligns with the business strategy and Shareholders’ interests, is market competitive, and attracts, motivates and retains a high-performing senior executive team.
 
We achieve this principally through:
     
 
Pay-for-Performance – Kinross’ rigorous pay-for-performance program (a) sets short-term, medium-term and long-term incentive compensation measures based on achievement of Kinross’ Strategic Plan and annual objectives and (b) bases actual payments on individual and team contributions as determined through regular performance evaluation, and comparison of Company performance relative to peers and benchmarks. Individual NEO compensation is also benchmarked against comparable positions within companies in Kinross’ comparator groups.
     
 
Alignment with Shareholder Interests – More than 50% of the total direct compensation granted to each Named Executive Officer (NEO) over multiple years is in the form of equity awards which depend on the performance of Kinross Common Shares and, in the case of RPSUs, operational and financial performance, thereby aligning NEO interests with long-term Shareholder value. In addition, each NEO is required to acquire and hold Shares or Share equivalents representing a multiple of 3 times base salary, other than the CEO, who must hold a multiple of 5 times base salary.
 
2011 Compensation Decisions
 
2011 was a successful operational year for Kinross, with record levels of production, revenue, and operating cash flow.(1) Kinross increased its measured and indicated (M&I) mineral resources by 44% overall, and increased M&I resources at Tasiast by 9 million gold ounces.(1) Kinross is in a strong financial position with a balanced portfolio of properties that we believe positions it well to deliver long-term competitive returns to Shareholders. Based on operational performance alone, the HRCNC believed that both Company performance and the individual performance of the CEO and other NEOs was “successful”.
 
Notwithstanding these strong operating results, total Shareholder returns have been disappointing. Kinross’ Share price has been impacted as a result of declines in the valuation of gold equities generally. However, Kinross’ total Shareholder returns also have underperformed relative to Kinross’ peers. In 2010, Kinross acquired Red Back, issuing additional Shares which had a dilutive impact on earnings per share and a negative impact on Share price in 2011, though the long term results of this acquisition are expected to be accretive. In addition, the Company recorded an approximate $2.94 billion non-cash goodwill impairment charge.(1) Kinross advanced key growth projects and enhancements at its existing operations. However, some feasibility studies were extended as part of a comprehensive capital and project optimization process, with the aim of improving capital efficiency and investment returns while re-sequencing development of the major growth projects at Tasiast, Lobo-Marte, and Fruta del Norte.
 
The Board has confidence in the Kinross management team to continue to improve operational performance, optimize growth projects and deliver long-term competitive returns to Shareholders. However, the HRCNC felt that it should take the poor Shareholder returns in 2011 into consideration in making its executive compensation determinations for 2011. As a result, the HRCNC exercised its discretion to reduce short-term incentive payments for each NEO by more than 50% and to reduce total direct compensation for each NEO by 20% compared to 2010. In aggregate, short-term incentives decreased from 2010 levels by 74%. The Committee considered and approved Mr. Burt’s request that he not be considered for any short-term incentive payment for 2011 in light of Kinross’ share price performance. Mr. Burt did not receive an increase in base salary for 2012.
 
 
- 19 -

 
 
Continuous Improvement
 
Kinross is committed to reviewing and enhancing its compensation practices on an ongoing basis.(2)  An advisory resolution on the Company’s approach to executive compensation will also be considered by Shareholders at the Meeting. To increase pay for performance alignment, for awards made in 2012, Kinross increased the proportion of long-term incentive granted in RPSUs from 20% to approximately 25% and proportionately reduced the number or percentage of Options granted. During 2011, the Committee also reviewed Kinross’ compensation practices to confirm that there is a balanced approach to managing risk, and that appropriate governance is in place to mitigate the risk of compensation practices providing incentives for excessive risk-taking, inappropriate decision-making or misconduct. Also in 2011, to reinforce NEO Share ownership requirements, Kinross’ policies were expanded to more clearly articulate the Company’s policy against executives, directors and employees hedging personal holdings against a decrease in the price of the Common Shares.
 
Independent Directors’ Compensation
 
The committee also reviews the compensation of independent Directors annually.(2) Effective July 1, 2011 the Board Membership Retainer for all independent Directors was increased to $210,000. At the same time, the percentage of compensation received by Directors in Deferred Share Units (DSUs) was increased to strengthen the alignment on interests between the independent Directors and Shareholders. This percentage will apply even after the Directors have met the minimum DSU/Common Share ownership requirement. For the first quarter of 2012, at least 25% of the Board Membership Retainer must be paid in DSUs and, thereafter, at least 50% of the Board Membership Retainer must be paid in DSUs except, however, for Directors who are U.S. taxpayers for whom such requirements will not be effective until January 1, 2013. In addition, effective April 1, 2012, the independent Chairman of the Board requested that his compensation be paid 100% in DSUs. Please refer to the ‘Independent Directors’ Fees’ section for details.
 
We believe the compensation structure in place for Kinross senior executives and independent Directors fits our industry, and is appropriately linked to our strategy to build long-term Shareholder value. We have always welcomed Shareholder feedback on our business operations, policies and practices, including executive compensation, and we welcome your feedback on our 2011 compensation program.
 
Sincerely,
 
/s/ John Oliver   
John Oliver
Chairman of the Board and Chair of the Human Resources,
Compensation & Nominating Committee
   
(1)
For further information regarding the Company’s 2011 results and its 2011 Mineral Reserves and Mineral Resources Statement, please refer to Kinross’ 2011 year-end results, as released February 15, 2012 and on the Company’s web site at www.kinross.com.
(2)
The HRCNC has retained Mercer (Canada) Ltd. as its independent advisor since 2002 to review and advise the committee on market practices in executive compensation plan design and governance, as well as competitive market benchmarking.
 
 
- 20 -

 
 
COMPENSATION DISCUSSION AND ANALYSIS
   
1.
Executive Compensation – Overview
 
Kinross’ executive compensation program covers its most senior executive leaders: the CEO and his direct reports, including the other NEOs. This program includes base pay, a short-term cash incentive, medium and long-term equity incentives, as well as pension and other benef