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<SEC-DOCUMENT>0001188112-06-001030.txt : 20060412
<SEC-HEADER>0001188112-06-001030.hdr.sgml : 20060412
<ACCEPTANCE-DATETIME>20060411183022
ACCESSION NUMBER:		0001188112-06-001030
CONFORMED SUBMISSION TYPE:	6-K
PUBLIC DOCUMENT COUNT:		5
CONFORMED PERIOD OF REPORT:	20060430
FILED AS OF DATE:		20060412
DATE AS OF CHANGE:		20060411

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			KINROSS GOLD CORP
		CENTRAL INDEX KEY:			0000701818
		STANDARD INDUSTRIAL CLASSIFICATION:	GOLD & SILVER ORES [1040]
		IRS NUMBER:				650430083
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		6-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-13382
		FILM NUMBER:		06754490

	BUSINESS ADDRESS:	
		STREET 1:		185 SOUTH STATE STREET
		STREET 2:		STE 400
		CITY:			SALT LAKE CITY
		STATE:			UT
		ZIP:			84111
		BUSINESS PHONE:		8013639152

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	PLEXUS RESOURCES CORP
		DATE OF NAME CHANGE:	19920703
</SEC-HEADER>
<DOCUMENT>
<TYPE>6-K
<SEQUENCE>1
<FILENAME>t6k-9823.txt
<DESCRIPTION>6-K
<TEXT>
<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM 6-K

                        REPORT OF FOREIGN PRIVATE ISSUER
                        PURSUANT TO RULE 13a-16 OR 15d-16
                    UNDER THE SECURITIES EXCHANGE ACT OF 1934


                          For the month of April, 2006
                        Commission File Number: 001-13382
                            KINROSS GOLD CORPORATION
                 (Translation of registrant's name into English)

                  52ND FLOOR, SCOTIA PLAZA, 40 KING STREET WEST
                            TORONTO, ONTARIO M5H 3Y2
                    (Address of principal executive offices)

        Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F:

                          Form 20-F_____ Form 40-F__X__

        Indicate by check mark if the registrant is submitting the Form 6-K in
paper as permitted by Regulation S-T Rule 101(b)(1):_____

        Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper
of a Form 6-K if submitted solely to provide an attached annual report to
security holders.

        Indicate by check mark if the registrant is submitting the Form 6-K in
paper as permitted by Regulation S-T Rule 101(b)(7):_____

        Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper
of a Form 6-K if submitted to furnish a report or other document that the
registrant foreign private issuer must furnish and make public under the laws of
the jurisdiction in which the registrant is incorporated, domiciled or legally
organized (the registrant's "home country"), or under the rules of the home
country exchange on which the registrant's securities are traded, as long as the
report or other document is not a press release, is not required to be and has
not been distributed to the registrant's security holders, and, if discussing a
material event, has already been the subject of a Form 6-K submission or other
Commission filing on EDGAR.

        Indicate by check mark whether by furnishing the information contained
in this Form, the registrant is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

                                Yes_____ No__X__


        If "Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2b:

- ----------

<PAGE>

                                                                          Page 2


This report on Form 6-K is being furnished for the sole purpose of providing a
material change report dated April 4, 2006, the Shareholders Rights Plan dated
March 29, 2006, a copy of the Management Information Circular sent to
shareholders in connection with the Annual and Special Shareholders Meeting to
be held on May 4, 2006 and a copy of the press release issued on April 10, 2006
in which the Company announced the appointment of Geoffrey Gold as Chief Legal
Officer.


                                      INDEX





                                Table of Contents



SIGNATURES
- ----------
EXHIBIT INDEX
- -------------
99.1    Material Change Report dated April 4, 2006
99.2    Shareholder Rights Plan dated March 29, 2006
99.3    Management Information Circular dated April 3, 2006
99.4    Press release dated April 10, 2006.


<PAGE>

                                                                          Page 3


                                   SIGNATURES


        Pursuant to the requirements of Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.


                                     KINROSS GOLD CORPORATION



                                     Signed:/SHELLEY M. RILEY
                                     V.P. Administration and Corporate Secretary




April 11, 2006.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>tex99_1-9823.txt
<DESCRIPTION>EX-99.1
<TEXT>
<PAGE>

                                  FORM 51-102F3
                             MATERIAL CHANGE REPORT

ITEM 1.         NAME AND ADDRESS OF COMPANY
                Kinross Gold Corporation ("Kinross" or the "Company"),
                52nd Floor, 40 King St. West,
                Toronto, ON   M5H 3Y2

ITEM 2.         DATE OF MATERIAL CHANGES
                March 27 and 29, 2006

ITEM 3.         NEWS RELEASES
                News releases were issued by Kinross in Toronto on March 27 and
                30, 2006 with respect to the material changes and filed via
                SEDAR.

ITEM 4.         SUMMARY OF MATERIAL CHANGES
                Kinross announced (i) that it has appointed Mr. Thomas M.
                Boehlert as Executive Vice President and Chief Financial
                Officer; and (ii) that it has adopted a shareholder rights plan.

ITEM 5.         FULL DESCRIPTION OF MATERIAL CHANGES

                Kinross announced the appointment of Thomas M. Boehlert as
                Executive Vice President and Chief Financial Officer of Kinross.

                Mr. Boehlert has more than 20 years experience in finance and
                banking. Most recently, he was Executive Vice President and
                Chief Financial Officer of Texas Genco of Houston, an
                independent electric power company. Prior to that, he was
                Executive Vice President and Chief Financial Officer of Direct
                Energy of Toronto, a North American energy services company. Mr.
                Boehlert was also Senior Vice President and Chief Financial
                Officer of Sithe Energies of New York, an international
                independent electric power company. Mr. Boehlert spent 14 years
                as a banker at Credit Suisse in New York and London where he was
                responsible for covering energy companies and project finance
                activities.

                Mr. Boehlert holds a B.A. in Accounting from Indiana University,
                an M.B.A., Finance from New York University and is a certified
                public accountant.

                This appointment follows the April 7, 2006 retirement of
                Lars-Eric Johansson, Kinross' Executive Vice President and Chief
                Financial Officer since June 2004.

                Kinross' Board of Directors has adopted a shareholders rights
                plan (the "Plan") to ensure all shareholders are treated fairly
                in any transaction involving a change of control of the Company.
                The Plan was effective after the close of markets on March 29,
                2006 and is subject to regulatory and shareholder approval.

                The Plan will address the Company's concern that existing
                legislation does not permit sufficient time for the board of
                directors and shareholders of the Company to properly evaluate a
                take-over bid or pursue alternatives with a view to maximizing
                shareholder value.

<PAGE>

              The Plan is similar to those adopted by other Canadian
              companies, is consistent with corporate practice and addresses
              guidelines for such plans set out by institutional investors.
              The Plan was not adopted in response to any specific take-over
              threat and the Company is not aware of any pending or threatened
              take-over bids for the Company. The Plan is not intended to
              prevent take-over bids. "Permitted Bid" provisions of the Plan
              do not invoke the dilutive effects of the Plan if a bid meets
              certain requirements intended to protect the interests of all
              shareholders. A bid will be a Permitted Bid if it is made by way
              of a take-over bid circular, remains open for a minimum of 60
              days and otherwise complies with the Permitted Bid provisions of
              the Plan. The Plan will be invoked by an acquisition, other than
              pursuant to a Permitted Bid, of 20% or more of the outstanding
              common shares of the Company or the commencement of a take-over
              bid that is not a Permitted Bid.

              Under the Plan one right is issued for each of the common shares
              of the Company. The rights will trade together with the common
              shares and will not be separable from the common shares or
              exercisable unless a take over bid is made that does not comply
              with the Permitted Bid requirements. In such event, such rights
              will entitle shareholders, other than shareholders making the
              take-over bid, to purchase additional common shares of the
              Company at a substantial discount to the market price at the
              time.

              The adoption of the Plan is subject to acceptance by the Toronto
              Stock Exchange. The Plan must be ratified by shareholders of the
              Company at a meeting to be held to consider the Plan. A complete
              copy of the Plan is available from the Secretary of the Company.

ITEM 6.       RELIANCE ON SUBSECTION 7.1(2) OR (3) OF NATIONAL INSTRUMENT 51-102
              N/A

ITEM 7.       OMITTED INFORMATION
              N/A

ITEM 8.       EXECUTIVE OFFICER
              Ms. Shelley M. Riley
              Vice President, Administration and Corporate Secretary
              Telephone: (416) 365-5198
              Facsimile: (416) 365-0237

ITEM 9.       DATE OF REPORT
              April 4, 2006.


                                        KINROSS GOLD CORPORATION

                                        PER:    /s/ Chris Hill
                                                --------------------------------
                                                Chris Hill
                                                Sr. Vice President and Treasurer




                                      - 2 -
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2
<SEQUENCE>3
<FILENAME>tex99_2-9823.txt
<DESCRIPTION>EX-99.2
<TEXT>
<PAGE>










                                RIGHTS AGREEMENT

                                 MARCH 29, 2006

                                     BETWEEN



                            KINROSS GOLD CORPORATION

                                       AND

                      COMPUTERSHARE INVESTOR SERVICES INC.

                                 AS RIGHTS AGENT










<PAGE>
<TABLE>
<CAPTION>

                                                  RIGHTS AGREEMENT

                                                  TABLE OF CONTENTS

                                                                                                               PAGE
<S>                                                                                                            <C>
ARTICLE I INTERPRETATION..........................................................................................2

1.1        CERTAIN DEFINITIONS....................................................................................2
1.2        HOLDER................................................................................................15
1.3        ACTING JOINTLY OR IN CONCERT..........................................................................15
1.4        APPLICATION OF STATUTES, REGULATIONS AND RULES........................................................15
1.5        CURRENCY..............................................................................................15
1.6        HEADINGS AND REFERENCES...............................................................................15
1.7        SINGULAR, PLURAL, ETC.................................................................................16
1.8        GENERALLY ACCEPTED ACCOUNTING PRINCIPLES..............................................................16

ARTICLE II THE RIGHTS............................................................................................16

2.1        LEGEND ON COMMON SHARE CERTIFICATES...................................................................16
2.2        INITIAL EXERCISE PRICE:  EXERCISE OF RIGHTS:  DETACHMENT OF RIGHTS....................................17
2.3        ADJUSTMENTS TO EXERCISE PRICE, NUMBER OF RIGHTS.......................................................20
2.4        DATE ON WHICH EXERCISE IS EFFECTIVE...................................................................25
2.5        EXECUTION, AUTHENTICATION, DELIVERY AND DATING OF RIGHTS CERTIFICATES.................................26
2.6        REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE...................................................26
2.7        MUTILATED, DESTROYED, LOST AND STOLEN RIGHTS CERTIFICATES.............................................27
2.8        PERSONS DEEMED OWNERS.................................................................................27
2.9        DELIVERY AND CANCELLATION OF CERTIFICATES.............................................................28
2.10       AGREEMENT OF RIGHTS HOLDERS...........................................................................28

ARTICLE III ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN TRANSACTIONS.......................................29

3.1        FLIP-IN EVENT.........................................................................................29

ARTICLE IV THE RIGHTS AGENT......................................................................................30

4.1        GENERAL...............................................................................................30
4.2        MERGER OR AMALGAMATION OR CHANGE OF NAME OF RIGHTS AGENT..............................................31
4.3        DUTIES OF RIGHTS AGENT................................................................................32
4.4        CHANGE OF RIGHTS AGENT................................................................................33

ARTICLE V MISCELLANEOUS..........................................................................................34

5.1        REDEMPTION AND WAIVER.................................................................................34
5.2        EXPIRATION............................................................................................36
5.3        ISSUANCE OF NEW RIGHTS CERTIFICATES...................................................................36
5.4        SUPPLEMENTS AND AMENDMENTS............................................................................36
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
<S>                                                                                                            <C>

5.5        FRACTIONAL RIGHTS AND FRACTIONAL COMMON SHARES........................................................38
5.6        RIGHTS OF ACTION......................................................................................39
5.7        HOLDER OF RIGHTS NOT DEEMED A SHAREHOLDER.............................................................39
5.8        NOTICE OF PROPOSED ACTIONS............................................................................39
5.9        NOTICES...............................................................................................39
5.10       COSTS OF ENFORCEMENT..................................................................................41
5.11       SUCCESSORS............................................................................................41
5.12       BENEFITS OF THIS AGREEMENT............................................................................41
5.13       GOVERNING LAW.........................................................................................41
5.14       COUNTERPARTS..........................................................................................41
5.15       SEVERABILITY..........................................................................................41
5.16       DETERMINATIONS AND ACTIONS BY THE BOARD OF DIRECTORS..................................................42
5.17       EFFECTIVE DATE........................................................................................42
5.18       APPROVAL OF HOLDERS OF RIGHTS.........................................................................42
5.19       DECLARATION AS TO NON-CANADIAN AND NON-UNITED STATES HOLDERS..........................................43
5.20       REGULATORY APPROVALS..................................................................................43


Exhibit "A"       Form of Rights Certificate




                                                        - 2 -
</TABLE>

<PAGE>

                                RIGHTS AGREEMENT


        THIS AGREEMENT is made as of March 29, 2006.

B E T W E E N:

                KINROSS GOLD CORPORATION, a corporation incorporated under the
                BUSINESS CORPORATIONS ACT (Ontario)

                (the "Corporation"),


                - and -

                COMPUTERSHARE INVESTOR SERVICES INC., a company incorporated
                under the laws of Canada, as rights agent

                ("Rights Agent")



        WHEREAS the board of directors of the Corporation have determined that
it is advisable and in the best interests of the Corporation to adopt a
shareholder rights plan (the "Rights Plan");

        AND WHEREAS in implementation of the Rights Plan, the board of directors
of the Corporation: (a) authorized and declared a distribution of one right
("Right") in respect of each Common Share (as hereinafter defined) outstanding
as of 5:30 p.m. (Toronto Time) on March 29, 2006 (the "Record Time") to each
holder of record of Common Shares at the Record Time; and (b) authorized the
issuance of one Right (subject to adjustment as hereinafter provided) in respect
of each Common Share issued after the Record Time and prior to the earlier of
the Separation Time and the Expiration Time (each as hereinafter defined);

        AND WHEREAS, each Right entitles the holder thereof, after the
Separation Time, to purchase securities of the Corporation pursuant to the terms
and subject to the conditions set forth herein;

        AND WHEREAS, the Rights Agent has agreed with the Corporation to act on
behalf of the Corporation in connection with the issuance, transfer, exchange
and replacement of Rights Certificates (as hereinafter defined), the exercise of
Rights and other matters referred to herein;

        NOW, THEREFORE, in consideration of the premises and respective
agreements set forth herein, the parties hereby agree as follows:

<PAGE>

                                   ARTICLE I

                                 INTERPRETATION

1.1     CERTAIN DEFINITIONS

        In this Agreement, unless the context otherwise requires:

        "ACQUIRING PERSON" means any Person who is the Beneficial Owner of 20%
        or more of the outstanding Voting Shares; PROVIDED, HOWEVER, that the
        term "Acquiring Person" shall not include:

        (i)     the Corporation or any Subsidiary of the Corporation, or

        (ii)    an underwriter or member of a banking or selling group that
                acquires Voting Shares from the Corporation in connection with a
                distribution by the Corporation to the public of securities, or

        (iii)   any Person who becomes the Beneficial Owner of 20% or more of
                the outstanding Voting Shares solely as a result of one or any
                combination of:

                (A)     a Voting Share Reduction;

                (B)     a Permitted Bid Acquisition;

                (C)     an Exempt Acquisition;

                (D)     a Pro-Rata Acquisition; or

                (E)     a Convertible Security Acquisition,

                in each such case, until such time thereafter as such Person
                shall become the Beneficial Owner (otherwise than pursuant to
                any one or more of a Voting Share Reduction, a Permitted Bid
                Acquisition, an Exempt Acquisition, a Pro-Rata Acquisition, or a
                Convertible Security Acquisition) of additional Voting Shares
                constituting more than 1% of the Voting Shares then outstanding,
                in which event such Person shall become an Acquiring Person as
                of the date and time of acquisition of such additional Voting
                Shares; or

        (iv)    for a period of 10 days after the Disqualification Date (as
                hereinafter defined), any Person who becomes the Beneficial
                Owner of 20% or more of the outstanding Voting Shares as a
                result of such Person becoming disqualified from relying on
                clause (v) of the definition of Beneficial Owner. In this
                definition, "DISQUALIFICATION DATE" means the first date of
                public announcement of facts indicating that such Person has or
                is making or has announced an intention to make a Take-over Bid
                alone or by acting jointly or in concert with any other Person;
                or


                                     - 2 -
<PAGE>

        (v)     any Person (a "GRANDFATHERED PERSON") who is the Beneficial
                Owner of 20% or more of the Voting Shares determined as at the
                Record time, provided, however, that this exception shall not,
                and shall cease to, apply if, after the Record Time the
                Grandfathered Person: (A) ceases to own 20% or more of the
                outstanding Voting Shares; or (B) becomes the Beneficial Owner
                of more than 1% of the number of outstanding Voting Shares then
                outstanding in addition to those Voting Shares such Person
                already holds other than pursuant to a Voting Share Reduction, a
                Permitted Bid Acquisition, an Exempt Acquisition, a Pro Rata
                Acquisition, or a Convertible Security Acquisition or any
                combination thereof.

        "AFFILIATE", when used to indicate a relationship with a specified
        Person, means a Person that directly, or indirectly through one or more
        intermediaries, controls, or is controlled by, or is under common
        control with, such specified Person and a body corporate shall be deemed
        to be an Affiliate of another body corporate if one of them is the
        Subsidiary of the other or if both are Subsidiaries of the same body
        corporate or if each of them is controlled by the same Person.

        "ASSOCIATE", when used to indicate a relationship with a specified
        Person, means (i) any corporation of which such specified Person
        beneficially owns, directly or indirectly, voting securities carrying
        more than 10% of the voting rights attached to all voting securities of
        such corporation for the time being outstanding, (ii) any partner of
        that specified Person, (iii) any trust or estate in which such specified
        Person has a substantial beneficial interest or as to which such
        specified Person serves as trustee or in a similar capacity; (iv) a
        spouse of such specified Person, (v) any Person of either sex with whom
        such specified Person is living in a conjugal relationship outside
        marriage, or (vi) any relative of such specified Person or of a Person
        mentioned in clauses (iv) or (v) of this definition if that relative has
        the same residence as the specified Person.

        A Person shall be deemed the "BENEFICIAL OWNER" and to have "BENEFICIAL
        OWNERSHIP" of and to "BENEFICIALLY OWN":

        (i)     any securities of which such Person or any of such Person's
                Affiliates or Associates is the owner at law or in equity;

        (ii)    any securities of which such Person or any of such Person's
                Affiliates or Associates has the right to become the owner at
                law or in equity within 60 days (where such right is exercisable
                immediately or within a period of 60 days, whether or not upon
                the condition or occurrence of any contingency or the making of
                one or more payments) upon the exercise of any conversion right,
                exchange right, share purchase right (other than the Rights) or
                pursuant to any agreement, arrangement, pledge or understanding,
                whether or not in writing, other than:

                (A)     customary agreements with and between underwriters and
                        banking group or selling group members with respect to a
                        distribution of securities; and

                (B)     pledges of securities in the ordinary course of the
                        pledgee's business; and


                                     - 3 -
<PAGE>

        (iii)   any securities that are Beneficially Owned within the meaning of
                clauses (i) or (ii) of this definition by any other Person with
                which such Person is acting jointly or in concert, provided that
                a Person shall not be deemed the "BENEFICIAL OWNER" of, or to
                have "BENEFICIAL OWNERSHIP" of, or to "BENEFICIALLY OWN", any
                security because:

                (A)     the holder of such security has agreed to deposit or
                        tender such security to a Take-over Bid made by such
                        Person or any of such Person's Affiliates or Associates
                        or any other Person referred to in clause (iii) of this
                        definition pursuant to a Permitted Lock-up Agreement; or

                (B)     such security has been deposited or tendered pursuant to
                        a Take-over Bid made by such Person or any of such
                        Person's Affiliates or Associates or made by any other
                        Person acting jointly or in concert with such Person
                        until such deposited or tendered security has been taken
                        up or paid for, whichever shall first occur;

                (C)     such Person, any Affiliate or Associate of such Person
                        or any other Person acting jointly or in concert with
                        such Person holds such security; provided that:

                (i)     the ordinary business of such Person (the "PORTFOLIO
                        MANAGER") includes the management or administration of
                        investment funds or mutual funds for other Persons and
                        such security is held by the Portfolio Manager in the
                        ordinary course of such business in the performance of
                        the Portfolio Manager's duties for the account of any
                        other Person (a "CLIENT") including non-discretionary
                        accounts held on behalf of a Client by a broker or
                        dealer or broker-dealer registered under applicable law;

                (ii)    such Person (the "TRUST COMPANY") is licensed to carry
                        on the business of a trust company under applicable law
                        and, as such, acts as trustee or administrator or in a
                        similar capacity in relation to the estates of deceased
                        or incompetent Persons (each, an "ESTATE ACCOUNT") or in
                        relation to other accounts (each, an "OTHER ACCOUNT")
                        and holds such security in the ordinary course of and
                        for the purposes of the activities of such Estate
                        Accounts or for such Other Accounts;

                (iii)   such Person (the "CROWN AGENT") is established by
                        statute for purposes that include, and the ordinary
                        business or activity of such Person includes, the
                        management of investment funds for employee benefit
                        plans, pension plans, insurance plans, or various public
                        bodies and the Crown Agent holds such security in the
                        ordinary course of and for the purposes of its
                        activities as such; or

                (iv)    such Person (the "PLAN ADMINISTRATOR") is the
                        administrator or the trustee of one or more pension
                        funds or plans registered under the laws of Canada or
                        the United States of America or any province or state
                        thereof (each, a


                                     - 4 -
<PAGE>

                        "Plan") or is a Plan and such security is Beneficially
                        Owned or held by the Person in the ordinary course of
                        and for the purposes of its activities as such;

                provided, however, that in any of the foregoing cases, the
                Portfolio Manager, the Trust Company, the Crown Agent, the Plan
                Administrator or the Plan, as the case may be, (i) did not
                acquire and does not Beneficially Own or hold such security for
                the purpose of or with the effect of changing or influencing the
                control of the issuer thereof, either alone or acting jointly or
                in concert with any other person, or in connection with or as a
                participant in any transaction having that purpose or effect;
                and (ii) is not then making or has not then announced an
                intention to make a Take-over Bid, alone or by acting jointly or
                in concert with any other Person, other than an Offer to Acquire
                Voting Shares or other securities pursuant to a distribution by
                the Corporation, a Permitted Bid or by means of ordinary market
                transactions (including pre-arranged trades entered into in the
                ordinary course of business of such Person) executed through the
                facilities of a stock exchange or organized over-the-counter
                market in respect of securities of the Corporation;

                (D)     such Person is a Client of the same Portfolio Manager as
                        another Person on whose account the Portfolio Manager
                        holds such security, or because such Person is an Estate
                        Account or an Other Account of the same Trust Company as
                        another Person on whose account the Trust Company holds
                        such security or because such Person is a Plan with the
                        same Plan Administrator as another Plan on whose account
                        the Plan Administrator holds such security;

                (E)     such Person is a Client of a Portfolio Manager and such
                        security is owned at law or in equity by the Portfolio
                        Manager or because such Person is an Estate Account or
                        an Other Account of a Trust Company and such security is
                        owned at law or in equity by the Trust Company or such
                        Person is a Plan and such security is owned at law or in
                        equity by the Plan Administrator of such Plan; or

                (F)     such Person is the registered holder of securities as a
                        result of carrying on the business, or acting as a
                        nominee, of a securities depositary.

        For purposes of this Agreement, the percentage of Voting Shares
        Beneficially Owned by any Person at any time shall be and be deemed to
        be the product determined by the formula:

                                     100 x A
                                           -
                                           B

        where:  A   =   the number of votes for the election of all directors
                        generally attached to the Voting Shares Beneficially
                        Owned by such Person at such time; and

                B   =   the number of votes for the election of all directors
                        generally attaching to all Voting Shares actually
                        outstanding.


                                     - 5 -
<PAGE>

        Where any Person is deemed to Beneficially Own unissued Voting Shares,
        such Voting Shares shall be deemed to be outstanding for the purpose of
        calculating the percentage of Voting Shares Beneficially Owned by such
        Person, but unissued Voting Shares which another Person may be deemed to
        Beneficially Own shall not be included in the denominator of the above
        formula.

        "BOARD OF DIRECTORS" means the board of directors for the time being of
        the Corporation.

        "BUSINESS DAY" means any day other than a Saturday, Sunday or, unless
        otherwise specified, a day on which Canadian chartered banks in Toronto,
        Ontario, (or after the Separation Time, the principal office of the
        Rights Agent in Toronto, Ontario) are generally authorized or obligated
        by law to close.

        "CANADIAN-U.S. EXCHANGE RATE" means, on any date, the inverse of the
        U.S.-Canadian Exchange Rate.

        "CANADIAN DOLLAR EQUIVALENT" of any amount which is expressed in United
        States dollars means, on any date, the Canadian dollar equivalent of
        such amount determined by reference to the Canadian-U.S. Exchange Rate
        on such date.

        "CLOSE OF BUSINESS" on any given date means 5:00 p.m. (Toronto time,
        unless otherwise specified), on such date PROVIDED, HOWEVER, that if
        such date is not a Business Day, "CLOSE OF BUSINESS" on such date shall
        mean 5:00 p.m., (Toronto time, unless otherwise specified), on the next
        succeeding Business Day.

        "COMMON SHARES" means the common shares which the Corporation is
        authorized to issue, as such shares may be subdivided, consolidated,
        reclassified or otherwise changed from time to time, and "common shares"
        when used with reference to any Person other than the Corporation means
        the class or classes of shares (or similar equity interests) with the
        greatest per share voting power entitled to vote generally in the
        election of all directors of such other Person or the equity securities
        or other equity interest having power (whether or not exercised) to
        control or direct the management of such other Person or, if such other
        Person is a Subsidiary of another Person, of the Person or Persons
        (other than an individual) which ultimately control such first mentioned
        other Person.

        "COMPETING PERMITTED BID" means a Take-over Bid that:

        (i)     is made after a Permitted Bid or Competing Permitted Bid has
                been made and prior to the expiry of that Permitted Bid or
                Competing Permitted Bid (in this definition, the "Prior Bid");

        (ii)    satisfies all components of the definition of a Permitted Bid
                other than the requirements set out in clauses (ii)(A), (B), and
                (D) of that definition; and

        (iii)   contains, and the taking up and payment for securities tendered
                or deposited thereunder are subject to, irrevocable and
                unqualified conditions that:


                                     - 6 -
<PAGE>

                (A)     no Common Shares shall be taken up or paid for pursuant
                        to the Take-over Bid (x) prior to the Close of Business
                        on a date that is not earlier than the later of 35 days
                        after the date of such Take-over Bid and the earliest
                        date on which Common Shares may be taken up or paid for
                        under any Prior Bid in existence at the date of such
                        Take-over Bid, and (y) then only if, at the time that
                        such Common Shares are first taken up or paid for, more
                        than 50% of the then outstanding Common Shares held by
                        Independent Shareholders have been deposited or tendered
                        pursuant to the Take-over Bid and not withdrawn;

                (B)     Common Shares may be deposited pursuant to such
                        Take-over Bid, unless the Take-over Bid is withdrawn, at
                        any time prior to the Close of Business on the date that
                        the Prior Bid described in clause (A) above expires; and

                (C)     in the event that the requirement set forth in subclause
                        (iii)(A)(y) of this definition is satisfied, the Offeror
                        will make a public announcement of that fact and the
                        Take-over Bid will remain open for deposits and tenders
                        of Common Shares for not less than 10 days from the date
                        of such public announcement.

                provided always that a Competing Permitted Bid will cease to be
                a Competing Permitted Bid at any time when such bid ceases to
                meet any of the provisions of this definition and provided that,
                at such time, any acquisition of Voting Shares made pursuant to
                such Competing Permitted Bid, including any acquisition of
                Voting Shares theretofore made, will cease to be a Permitted Bid
                Acquisition.

        "CONTROLLED": a Person shall be deemed to be "controlled" by another
        Person or two or more Persons if:

        (i)     securities entitled to vote in the election of directors
                (including, for Persons other than corporations, the
                administrators, managers, trustees or other persons performing
                similar functions in respect of any such Person) carrying more
                than 50% of the votes for the election of directors are held,
                directly or indirectly, by or for the benefit of the other
                Person or Persons; and

        (ii)    the votes carried by such securities are entitled, if exercised,
                to elect, appoint or designate a majority of the board of
                directors of such corporation or other Person;

        and "CONTROLS", "CONTROLLING" and "UNDER COMMON CONTROL WITH" shall be
        interpreted accordingly.


                                     - 7 -
<PAGE>

        "CONVERTIBLE SECURITIES" means at any time any securities issued by the
        Corporation from time to time (other than the Rights) carrying any
        exercise, conversion, or exchange right pursuant to which the holder
        thereof may acquire Voting Shares or other securities which are
        convertible into or exercisable or exchangeable for Voting Shares.

        "CONVERTIBLE SECURITY ACQUISITION" means the acquisition of Voting
        Shares upon the exercise of Convertible Securities received by a Person
        pursuant to a Permitted Bid Acquisition, an Exempt Acquisition or a
        Pro-Rata Acquisition.

        "EXEMPT ACQUISITION" means a Share acquisition: (i) in respect of which
        the Board of Directors has waived the application of Section 3.1
        pursuant to the provisions of subsections 5.1(b), (c) or (d) hereof;
        (ii) pursuant to a regular dividend reinvestment or other plan of the
        Corporation made available by it to all holders of Voting Shares of a
        class or series or Voting Shares where such plan permits the holder to
        direct that dividends paid in respect of such Voting Shares be applied
        to the purchase from the Corporation of' further securities of the
        Corporation; or (iii) pursuant to a distribution of Voting Shares, or
        securities convertible into or exchangeable for Voting Shares made by
        the Corporation pursuant to a prospectus or a securities exchange
        take-over bid, by way of a private placement, provided that such private
        placement has received the approval of the Board of Directors and all
        applicable securities regulatory authorities, or pursuant to an
        amalgamation, merger or other statutory procedure requiring shareholder
        approval.

        "EXERCISE PRICE" means, as of any date, the price at which a holder may
        purchase the securities issuable upon exercise of one whole Right. Until
        adjustment thereof in accordance with the terms hereof, the Exercise
        Price shall equal $90.

        "EXPIRATION TIME" means the earliest of: (i) the Termination Time; (ii)
        March 29, 2009; and (iii) the Close of Business on the date this
        Agreement becomes void pursuant to the provisions of Section 5.17
        hereof.

        "FIDUCIARY" means, when acting in that capacity, a trust company
        registered under the trust company legislation of Canada or any province
        thereof, a trust company organized under the laws of any state of the
        United States, a portfolio manager registered under the securities
        legislation of one or more provinces of Canada or an investment adviser
        registered under the United States INVESTMENT ADVISERS ACT OF 1940, as
        amended, or any other securities legislation of the United States or any
        state of the United States.

        "FLIP-IN EVENT" means a transaction or event that results in a Person
        becoming an Acquiring Person.

        "INDEPENDENT SHAREHOLDERS" means all holders of Common Shares other than
        (i) any Acquiring Person, (ii) any Offeror, (iii) any Affiliate or
        Associate of any Acquiring Person or Offeror, (iv) any Person acting
        jointly or in concert with any Person referred to in clauses (i), (ii)
        or (iii) above, and (v) any employee benefit plan, deferred profit
        sharing plan, stock participation plan or trust for the benefit of
        employees of the Corporation or a wholly-owned Subsidiary of the
        Corporation, unless the beneficiaries of such plan or


                                     - 8 -
<PAGE>

        trust direct the manner in which such Common Shares are to be voted or
        direct whether the Common Shares are to be tendered to a Take-over Bid.

        "MARKET PRICE" per security of any securities on any date means the
        average of the daily closing prices per security of such securities
        (determined as described below) on each of the 20 consecutive Trading
        Days through and including the Trading Day immediately preceding such
        date; PROVIDED, HOWEVER, that if an event of a type analogous to any of
        the events described in Section 2.3 hereof shall have caused the closing
        prices used to determine the Market Price on any Trading Days not to be
        fully comparable with the closing price on such date (or, if such date
        is not a Trading Day, on the immediately preceding Trading Day), each
        such closing price so used shall be appropriately adjusted in a manner
        analogous to the applicable adjustment provided for in Section 2.3
        hereof in order to make it fully comparable with the closing price on
        such date (or, if such date is not a Trading Day, on the immediately
        preceding Trading Day). The closing price per security of any securities
        on any date shall he:

        (i)     the closing board lot sale price on such date or, if such price
                is not available, the average of the closing bid and asked
                prices per security, as reported by the principal Canadian stock
                exchange on which such securities are listed or admitted to
                trading, or if for any reason neither of such prices is
                available on such day or the securities are not listed or
                admitted to trading on a Canadian stock exchange, the closing
                board lot sale price or, if such price is not available, the
                average of the closing bid and asked prices, for such securities
                as reported by such other securities exchange on which such
                securities are listed or admitted for trading;

        (ii)    if, for any reason, none of such prices is available on such
                date or the securities are not listed or admitted to trading on
                a Canadian stock exchange or other securities exchange, the last
                sale price, or in case no sale takes place on such date, the
                average of the high bid and low asked prices for such securities
                in the over-the-counter market, as quoted by any reporting
                system then in use (as selected by the Board of Directors); or

        (iii)   if the securities are not listed or admitted to trading as
                contemplated in clauses (i) or (ii) above, the average of the
                closing bid and asked prices as furnished by a professional
                market maker making a market in the securities selected by the
                Board of Directors;

        PROVIDED, HOWEVER, that if on any such date the closing price per
        security cannot be determined in accordance with the foregoing, the
        closing price per security of such securities on such date shall mean
        the fair value per security of such securities on such date as
        determined by the Board of Directors, after consultation with an
        internationally recognized investment banking firm as to the fair value
        per security of such securities. The Market Price shall be expressed in
        Canadian dollars and if initially determined in respect of any day
        forming part of the 20 consecutive Trading Day period in question in
        United States dollars, such amount shall be translated into Canadian
        dollars at the Canadian Dollar Equivalent thereof.


                                     - 9 -
<PAGE>

        "OFFER TO ACQUIRE" includes:

        (i)     an offer to purchase, or a solicitation of an offer to sell,
                Common Shares or Convertible Securities; and

        (ii)    an acceptance of an offer to sell Common Shares or Convertible
                Securities, whether or not such offer to sell has been
                solicited;

        or any combination thereof, and the Person accepting an offer to sell
        shall be deemed to be making an Offer to Acquire to the Person that made
        the offer to sell.

        "OFFEROR" means a Person who is making or has announced a current
        intention to make a Take-over Bid (including a Permitted Bid or
        Competing Permitted Bid but excluding an ordinary market transaction
        (including a prearranged trade in the ordinary course of business)
        contemplated in paragraph (v) of the definition of Beneficial Owner) but
        only so long as the Take-over Bid so announced or made has not been
        withdrawn or terminated or has not expired.

        "PERMITTED BID" means a Take-over Bid which is made by means of a
        Take-over Bid circular and which also complies with the following
        additional provisions:

        (i)     the Take-over Bid is made to all holders of record of Common
                Shares, other than the Offeror;

        (ii)    the Take-over Bid shall contain, and the take-up and payment for
                securities tendered or deposited thereunder shall be subject to,
                irrevocable and unqualified conditions that:

                (A)     no Common Shares shall be taken up or paid for pursuant
                        to the Take-over Bid (x) prior to the Close of Business
                        (Toronto time) on a date which is not earlier than 60
                        days following the date the Take-over Bid circular is
                        sent to shareholders of the Corporation and (y) then
                        only if, at the Close of Business on the date Common
                        Shares are first taken up or paid for under the
                        Take-over Bid, more than 50% of the then outstanding
                        Common Shares held by Independent Shareholders have been
                        deposited or tendered pursuant to the Take-over Bid and
                        not withdrawn;

                (B)     Common Shares may be deposited pursuant to such
                        Take-over Bid, unless such Take-over Bid is withdrawn,
                        at any time prior to the date Common Shares are first
                        taken up or paid for under the Take-over Bid;

                (C)     any Common Shares deposited pursuant to the Take-over
                        Bid may be withdrawn until taken up and paid for; and

                (D)     in the event that the requirement set forth in subclause
                        (A)(y) of this definition is satisfied, the Offeror will
                        make a public announcement of that fact and the
                        Take-over Bid will remain open for deposits and tender
                        of


                                     - 10 -
<PAGE>

                        Common Shares for not less than 10 days from the date of
                        such public announcement;

        provided always that a Permitted Bid will cease to be a Permitted Bid at
        any time when such bid ceases to meet any of the provisions of this
        definition and any acquisitions of Common Shares made pursuant to such
        Permitted Bid, including any acquisition of Common Shares theretofore
        made, will cease to be a Permitted Bid Acquisition.

        "PERMITTED BID ACQUISITION" means a Share acquisition made pursuant to a
        Permitted Bid or Competing Permitted Bid.

        "PERMITTED LOCK-UP AGREEMENT" means an agreement between a Person and
        one or more holders of Voting Shares (each, a "LOCKED-UP PERSON") (the
        terms of which are publicly disclosed and a copy of which is made
        available to the public, including the Corporation, not later than the
        date of the Lock-up Bid (as defined below) or, if the Lock-up Bid has
        been made prior to the date on which such agreement is entered into, not
        later than the date of such agreement and if such date is not a Business
        Day, the next Business Day) pursuant to which each such Locked-up Person
        agrees to deposit or tender Voting Shares to a Take-over Bid (the
        "LOCK-UP BID") made or to be made by the Person, any of such Person's
        Affiliates or Associates or any other Person acting jointly or in
        concert with such Person, provided that:

        (i)     the agreement permits any Locked-up Person to terminate its
                obligation to deposit or tender to or not to withdraw Voting
                Shares from the Lock-up Bid in order to tender or deposit the
                Voting Shares to another Take-over Bid or support another
                transaction:

                (A)     where the price or value per Common Share offered under
                        such other Take-over Bid or transaction is higher than
                        the price or value per Common Share offered under the
                        Lock-up Bid; or

                (B)     if:

                        (1)     the price or value per Common Share offered
                                under the other Take-over Bid or transaction
                                exceeds by as much as or more than a specified
                                amount (the "Specified Amount") the price or
                                value per Common Share offered under the Lock-up
                                Bid, provided that such Specified Amount is not
                                greater than 7% of the price or value per Common
                                Share offered under the Lock-up Bid; or

                        (2)     the number of Voting Shares to be purchased
                                under the other Take-over Bid or transaction
                                exceeds by as much as or more than a specified
                                number (the "SPECIFIED NUMBER") the number of
                                Voting Shares that the Offeror has offered to
                                purchase under the Lock-up Bid at a price or
                                value per Common Share that is not less than the
                                price or value per Common Share offered under
                                the Lock-up Bid, provided that the Specified
                                Number is not greater than 7% of the


                                     - 11 -
<PAGE>

                                number of Voting Shares offered to be purchased
                                under the Lock-up Bid,

                        and, for greater clarity, the agreement may contain a
                        right of first refusal or require a period of delay to
                        give such Person an opportunity to match a higher price
                        in another Take-over Bid or transaction or other similar
                        limitation on a Locked-up Person's right to withdraw
                        Voting Shares from the agreement, so long as the
                        limitation does not preclude the exercise by the
                        Locked-up Person of the right to withdraw Voting Shares
                        during the period of the other Take-over Bid or
                        transaction; and

        (ii)    no "break-up" fees, "top-up" fees, penalties, expenses or other
                amounts that exceed in the aggregate the greater of:

                (A)     the cash equivalent of 2.5% of the price or value of the
                        consideration payable under the Lock-up Bid to a
                        Locked-up Person; and

                (B)     50% of the amount by which the price or value of the
                        consideration payable under another Take-over Bid or
                        transaction to a Locked-up Person exceeds the price or
                        value of the consideration that such Locked-up Person
                        would have received under the Lock-up Bid,

                shall be payable by a Locked-up Person pursuant to the agreement
                in the event a Locked-up Person fails to deposit or tender
                Voting Shares to the Lock-up Bid or withdraws Voting Shares in
                order to accept the other Take-over Bid or support another
                transaction.

        "PERSON" includes any individual, firm, partnership, association, trust,
        body corporate, joint venture, syndicate or other form of unincorporated
        organization, government and its agencies and instrumentalities or other
        entity or group (whether or not having legal personality) and any
        successor (by merger, statutory amalgamation or arrangement, or
        otherwise) thereof.

        "PRO-RATA ACQUISITION" means the acquisition of Voting Shares or
        securities convertible into or exchangeable for Voting Shares (i) as a
        result of a stock dividend, stock split or other event pursuant to which
        a Person receives or acquires Voting Shares or securities convertible
        into or exchangeable for Voting Shares on the same pro-rata basis as all
        other holders of Voting Shares of the same class or series, or (ii)
        pursuant to a regular dividend reinvestment plan or other plan of the
        Corporation made available by the Corporation to the holders of Voting
        Shares where such plan permits the holder to direct that the dividends
        paid in respect of such Voting Shares be applied to the purchase from
        the Corporation of further securities of the Corporation, or (iii)
        pursuant to the receipt and/or exercise of rights issued by the
        Corporation on a pro-rata basis to all holders of a class or series of
        Voting Shares to subscribe for or purchase Voting Shares or securities
        convertible into or exchangeable for Voting Shares provided that such
        rights are acquired directly from the Corporation and not from any other
        Person.

        "RECORD TIME" has the meaning ascribed to that term in the second
        recital hereto.


                                     - 12 -
<PAGE>

        "REDEMPTION PRICE" has the meaning ascribed to that term in subsection
        5.1(a) hereof.

        "REGULAR PERIODIC CASH DIVIDENDS" means cash dividends paid at regular
        intervals in any fiscal year of the Corporation to the extent that such
        cash dividends do not exceed, in the aggregate, the greatest of:

        (i)     200% of the aggregate amount of cash dividends declared payable
                by the Corporation on its Common Shares in its immediately
                preceding fiscal year;

        (ii)    300% of the arithmetic mean of the aggregate amounts of cash
                dividends declared payable by the Corporation on its Common
                Shares in its three immediately preceding fiscal years; and

        (iii)   100% of the aggregate consolidated net income of the
                Corporation, before extraordinary items, for its immediately
                preceding fiscal year.

        "RIGHTS" means the herein described rights to purchaser securities
        pursuant to the terms and subject to the conditions set forth herein;

        "RIGHTS AGENT" means Computershare Investor Services Inc., a company
        incorporated under the laws of Canada, and any successor Rights Agent
        appointed pursuant to the provisions hereof.

        "RIGHTS CERTIFICATE" has the meaning ascribed to that term in subsection
        2.2(c) hereof.

        RIGHTS REGISTER" and "RIGHTS REGISTRAR" shall have the respective
        meanings ascribed thereto in subsection 2.6(a) hereof.

        "SECURITIES ACT (ONTARIO)" means the SECURITIES ACT, R.S.O. 1990, c.S.5,
        as amended, and the regulations thereunder, unless otherwise specified,
        as the same exist on the date hereof.

        "SEPARATION TIME" means the Close of Business (Toronto time) on the
        tenth Business Day after the earliest of:

        (i)     the Stock Acquisition Date;

        (ii)    the date of the commencement of, or first public announcement of
                the intent of any Person (other than the Corporation or any
                Subsidiary of the Corporation) to commence, a Take-over Bid
                (other than a Permitted Bid or a Competing Permitted Bid, as the
                case may be); and

        (iii)   the date upon which a Permitted Bid or Competing Permitted Bid
                ceases to be such;

        or such later date as may be determined by the Board of Directors in
        good faith, provided that (i) if the foregoing results in a Separation
        Time being prior to the Record Time, the Separation Time shall (subject
        to any determination of the Board of Directors as


                                     - 13 -
<PAGE>

        aforesaid) be the Record Time, (ii) if any such Take-over Bid expires,
        is cancelled, is terminated or is otherwise withdrawn prior to the
        Separation Time without securities deposited thereunder being taken up
        and paid for, then such Take-over Bid shall be deemed, for purposes of
        this definition never to have been made, and (iii) if the Board of
        Directors determines, pursuant to Section 5.1, to waive the application
        of Section 3.1 to a Flip-In Event, then the Separation Time in respect
        of such Flip-In Event shall be deemed never to have occurred.

        "SHARES" means the shares in the capital of the Corporation.

        "STOCK ACQUISITION DATE" means the first date of public announcement
        (which, for purposes of this definition, shall include, without
        limitation, a report filed pursuant to Section 101 of the SECURITIES ACT
        (Ontario), as amended from time to time and any provision substituted
        therefor) by the Corporation or an Acquiring Person of facts indicating
        that a Person has become an Acquiring Person.

        "SUBSIDIARY":

        A body corporate is a Subsidiary of another body corporate if:

        (i)     it is controlled by (A) that other, or (B) that other and one or
                more bodies corporate, each of which is controlled by that
                other, or (C) two or more bodies corporate, each of which is
                controlled by that other, or

        (ii)    it is a Subsidiary of a body corporate that is that other's
                Subsidiary.

        "TAKE-OVER BID" means an Offer to Acquire Common Shares or Convertible
        Securities (or both), where the securities subject to the Offer to
        Acquire, together with the Common Shares, if any, into which the
        securities subject to the Offer to Acquire are convertible and the
        Voting Shares Beneficially Owned by the Offeror at the date of the Offer
        to Acquire constitute, in the aggregate, 20% or more of the then
        outstanding Voting Shares.

        "TERMINATION TIME" means the time at which the right to exercise Rights
        shall terminate pursuant to Section 5.1 hereof.

        "TRADING DAY", when used with respect to any securities, means a day on
        which the principal securities exchange in Canada on which such
        securities are listed or admitted to trading is open for the transaction
        of business, or if the securities are not listed or admitted to trading
        on any securities exchange in Canada, a Business Day.

        "U.S.-CANADIAN EXCHANGE RATE" means, on any date:

        (i)     if on such date the Bank of Canada sets an average noon spot
                rate of exchange for the conversion of one United States dollar
                into Canadian dollars, such rate; and

        (ii)    in any other case, the rate for such date for the conversion of
                one United States dollar into Canadian dollars calculated in the
                manner which shall be determined by the Board of Directors from
                time to time.


                                     - 14 -
<PAGE>

        "U.S. DOLLAR EQUIVALENT" of any amount which is expressed in Canadian
        dollars means, on any date, the United States dollar equivalent of such
        amount determined by reference to the U.S.-Canadian Exchange Rate on
        such date.

        "VOTING SHARE REDUCTION" means an acquisition, redemption or
        cancellation by the Corporation of Voting Shares which by reducing the
        number of Voting Shares outstanding, increases the percentage of Voting
        Shares Beneficially Owned by any Person to 20% or more of the Voting
        Shares then outstanding.

        "VOTING SHARES" means, collectively, the Common Shares and any other
        Shares entitled to vote generally for the election of directors.

1.2     HOLDER

        As used in this Agreement, unless the context otherwise requires, the
term "holder" when used with reference to Rights, means the registered holder of
such Rights or, prior to the Separation Time, the associated Common Shares.

1.3     ACTING JOINTLY OR IN CONCERT

        For purposes of this Agreement, it is a question of fact whether a
Person is acting jointly or in concert with another Person but a Person shall be
deemed to be acting jointly or in concert with every other Person who (i) is an
Associate or Affiliate of such first mentioned Person; or (ii) who is a party to
any agreement, commitment or understanding, whether formal or informal, with the
first mentioned Person or any Associate or Affiliate thereof, for the purpose of
acquiring or offering to acquire Common Shares.

1.4     APPLICATION OF STATUTES, REGULATIONS AND RULES

        Unless the context otherwise requires, any reference to a specific
section, subsection, clause or rule of any act or regulation shall be deemed to
refer to the same as it may be amended, re-enacted or replaced or, if repealed
and there shall be no replacement therefore, to the same as it is in effect on
the date of this Agreement.

1.5     CURRENCY

        All sums of money which are referred to in this Agreement are expressed
in lawful money of Canada, unless otherwise specified.

1.6     HEADINGS AND REFERENCES

        The headings of the Articles and Sections of this Agreement and the
Table of Contents are inserted for convenience of reference only and shall not
affect the construction or interpretation of this Agreement. All references to
Articles, Sections and Exhibits are to articles and sections of and exhibits to,
and forming part of, this Agreement. The words "hereto", "herein", "hereof",
"hereunder", "this Agreement", "the Rights Agreement" and similar expressions
refer to this Agreement including the Exhibits, as the same may be amended,
modified or supplemented at any time or from time to time.


                                     - 15 -
<PAGE>

1.7     SINGULAR, PLURAL, ETC.

        In this Agreement, where the context so admits, words importing the
singular number include the plural and vice versa and words importing gender
include the masculine, feminine and neuter genders.

1.8     GENERALLY ACCEPTED ACCOUNTING PRINCIPLES

        Wherever in this Agreement reference is made to generally accepted
accounting principles, such reference shall be deemed to be the recommendations
at the relevant time of the Canadian Institute of Chartered Accountants, or any
successor institute, applicable on a consolidated basis (unless otherwise
specifically provided herein to be applicable on an unconsolidated basis) as at
the date on which a calculation is made or required to be made in accordance
with generally accepted accounting principles. Where the character or amount of
any asset or liability or item of revenue or expense is required to be
determined, or any consolidation or other accounting computation is required to
be made for the purpose of this Agreement or any document, such determination or
calculation shall, to the extent applicable and except as otherwise specified
herein or as otherwise agreed in writing by the parties, be made in accordance
with generally accepted accounting principles applied on a consistent basis.

                                   ARTICLE II

                                   THE RIGHTS

2.1     ISSUANCE AND LEGEND ON COMMON SHARE CERTIFICATES

        (a)     One right in respect of each Common Share outstanding at the
Record Time and each Common Share that may be issued after the Record Time and
prior to the earlier of the Separation Time and the Expiration Time shall be
issued in accordance with the terms hereof. Notwithstanding the foregoing, one
Right in respect of each Common Share issued after the Record Time upon the
exercise of rights pursuant to Convertible Securities outstanding at the Record
Time may be issued after the Separation Time but prior to the Expiration Time.

        (b)     Certificates for Common Shares issued after the Record Time
hereof but prior to the Separation Time shall evidence one Right for each Common
Share represented thereby and shall have impressed, printed, or written thereon
or otherwise affixed thereto a legend in substantially the following form:

        "Until the Separation Time (as such term is defined in the Rights
        Agreement referred to below), this certificate also evidences and
        entitles the holder hereof to certain Rights as set forth in a Rights
        Agreement, made as of March 29, 2006, (the "Rights Agreement"), between
        Kinross Gold Corporation (the "Corporation") and Computershare Investor
        Services Inc., as Rights Agent, the terms of which are hereby
        incorporated herein by reference and a copy of which is on file and may
        be inspected during normal business hours at the principal executive
        offices of the Corporation. Under certain circumstances, as set forth in
        the Rights Agreement, such Rights may be amended or redeemed, may
        expire, may become void (if, in certain circumstances, they are
        "Beneficially Owned" by


                                     - 16 -
<PAGE>

        a "Person" who is or becomes an "Acquiring Person" or any Person acting
        jointly or in concert with an Acquiring Person or with an "Affiliate" or
        "Associate" of an "Acquiring Person", as such terms are defined in the
        Rights Agreement, or a transferee thereof), or may be evidenced by
        separate certificates and may no longer be evidenced by this
        certificate. The Corporation will mail or arrange for the mailing of a
        copy of the Rights Agreement to the holder of this certificate without
        charge within five days after the receipt of a written request
        therefor."

        Certificates representing Common Shares that are issued and outstanding
at the Record Time shall evidence one Right for each Common Share evidenced
thereby notwithstanding the absence of a legend in substantially the foregoing
form until the earlier of the Separation Time and the Expiration Time.

2.2     INITIAL EXERCISE PRICE: EXERCISE OF RIGHTS: DETACHMENT OF RIGHTS

        (a)     Subject to adjustment as herein set forth, each Right will
entitle the holder thereof, after the Separation Time and prior to the
Expiration Time, to purchase, for the Exercise Price (or its U.S. Dollar
Equivalent on the Business Day immediately preceding the date of exercise of the
Right), one Common Share. Notwithstanding any other provision of this Agreement,
any Rights held by the Corporation or any of its Subsidiaries shall be void.

        (b)     Until the Separation Time:

                (i)     the Rights shall not be exercisable and no Right may be
                        exercised; and

                (ii)    for administrative purposes, each Right shall be
                        evidenced by the certificate for the associated Common
                        Share registered in the name of the holder thereof
                        (which certificate shall be deemed to represent a Rights
                        Certificate) and shall be transferable only together
                        with, and shall be transferred by a transfer of, such
                        associated Common Share.

        (c)     From and after the Separation Time and prior to the Expiration
Time, the Rights (i) may be exercised and (ii) shall be registered and
transferable independent of Common Shares. Promptly following the Separation
Time, the Corporation shall prepare and the Rights Agent shall mail to each
holder of record of Common Shares as of the Separation Time (other than an
Acquiring Person, any other Person whose Rights are or become void pursuant to
the provisions of subsection 3.1(b) hereof and, in respect of any Rights
Beneficially Owned by such Acquiring Person which are not held of record by such
Acquiring Person, the holder of record of such Rights), at such holder's address
as shown in the records of the Corporation (the Corporation hereby agreeing to
furnish copies of such records to the Rights Agent for this purpose):

                (i)     a certificate (a "Rights Certificate") in substantially
                        the form of Exhibit "A" hereto appropriately completed
                        and registered in such holder's name, representing the
                        number of Rights held by such holder at the Separation
                        Time and having such marks of identification or
                        designation and such legends, summaries or endorsements
                        printed thereon as the Corporation may deem appropriate
                        and as are not inconsistent with the provisions of this
                        Agreement, or as may be required to comply with any
                        applicable law


                                     - 17 -
<PAGE>

                        or with any rule or regulation made pursuant thereto or
                        with any rule or regulation of any stock exchange or
                        quotation system on which the Rights may from time to
                        time be listed or traded, or to conform to usage; and

                (ii)    a disclosure statement describing the Rights.

        (d)     Rights may be exercised in whole at any time or in part from
time to time on any Business Day (or other day that is not a bank holiday at the
place of exercise) after the Separation Time and prior to the Expiration Time by
submitting to the Rights Agent at its office in the City of Toronto, Ontario or
at any other office of the Rights Agent in the cities specified in the Rights
Certificate or designated from time to time for that purpose by the Corporation
after consultation with the Rights Agent:

                (i)     the Rights Certificate evidencing such Rights with an
                        Election to Exercise (an "Election to Exercise")
                        substantially in the form attached to the Rights
                        Certificate, appropriately completed and duly executed
                        by the holder or his executors or administrators or
                        other personal representatives or his legal attorney
                        duly appointed by instrument in writing in form and
                        executed in a manner satisfactory to the Rights Agent;
                        and

                (ii)    payment by certified cheque or money order payable to
                        the order of the Rights Agent, of a sum equal to the
                        Exercise Price multiplied by the number of Rights being
                        exercised and a sum sufficient to cover any transfer tax
                        or charge which may be payable in respect of any
                        transfer involved in the issuance, transfer or delivery
                        of Rights Certificates or the issuance, transfer or
                        delivery of certificates for Common Shares in a name
                        other than that of the holder of the Rights being
                        exercised.

        (e)     Upon receipt of a Rights Certificate accompanied by a duly
completed and executed Election to Exercise which does not indicate that Rights
evidenced by such Rights Certificate have become void pursuant to subsection
3.1(b) hereof and payment as set forth in subsection 2.2(d) above, the Rights
Agent (unless otherwise instructed by the Corporation) shall thereupon promptly:

                (i)     requisition from a transfer agent of the Common Shares
                        certificates for the number of Common Shares to be
                        purchased (the Corporation hereby irrevocably
                        authorizing its transfer agents to comply with all such
                        requisitions);

                (ii)    when appropriate, requisition from the Corporation the
                        amount of cash to be paid in lieu of issuing fractional
                        Common Shares;

                (iii)   after receipt of such certificates, deliver the same to
                        or upon the order of the registered holder of such
                        Rights Certificate, registered in such name or names as
                        may be designated by such holder together with, where
                        applicable, any cash payment in lieu of a fractional
                        interest; and

                (iv)    tender to the Corporation all payments received on
                        exercise of the Rights.


                                     - 18 -
<PAGE>

        (f)     In case the holder of any Rights shall exercise less than all
the Rights evidenced by such holder's Rights Certificate, a new Rights
Certificate evidencing (subject to the provisions of subsection 5.5(a) hereof)
the Rights remaining unexercised will be issued by the Rights Agent to such
holder or to such holder's duly authorized assigns.

        (g)     The Corporation covenants and agrees to:

                (i)     take all such action as may be necessary on its part and
                        within its powers to ensure that all Shares delivered
                        upon exercise of Rights shall, at the time of delivery
                        of the certificates evidencing such Shares (subject to
                        payment of the Exercise Price), be duly and validly
                        authorized, executed, issued and delivered and be fully
                        paid and non-assessable;

                (ii)    take all reasonable action as may be necessary on its
                        part and within its power to comply with any applicable
                        requirements of the BUSINESS CORPORATIONS ACT (ONTARIO),
                        the SECURITIES ACT (ONTARIO) or comparable legislation
                        of each of the provinces and territories of Canada and
                        of the United States of America, and the rules and
                        regulations thereunder, and any other applicable law,
                        rule or regulation, in connection with the issuance and
                        delivery of Rights Certificates and of any securities of
                        the Corporation upon exercise of Rights;

                (iii)   use its reasonable efforts to cause all Shares of the
                        Corporation issued upon exercise of Rights to be listed
                        upon The Toronto Stock Exchange or such other stock
                        exchange on which the Common Shares are listed at that
                        time;

                (iv)    pay when due and payable any and all Canadian federal,
                        provincial transfer taxes (not including any taxes
                        referable to the income or profit of the holder or
                        exercising Person or any liability of the Corporation to
                        withhold tax) and charges which may be payable in
                        respect of the original issuance or delivery of the
                        Rights Certificates or of any Shares of the Corporation
                        issued upon the exercise of Rights, provided that the
                        Corporation shall not be required to pay any transfer
                        tax or charge which may be payable in respect of any
                        transfer involved in the transfer or delivery of Rights
                        Certificates or the issuance or delivery of certificates
                        for securities in a name other than that of the holder
                        of the Rights being transferred or exercised;

                (v)     if necessary, cause to be reserved and kept available
                        out of its authorized and unissued Common Shares the
                        number of Common Shares that, as provided in this
                        Agreement, will from time to time be sufficient to
                        permit the exercise in full of all outstanding rights;
                        and

                (vi)    after the Separation Time, except as permitted by
                        Section 5.1 or Section 5.4, not take (or permit any
                        Subsidiary to take) any action if at the time such
                        action is taken it is reasonably foreseeable that such
                        action will


                                     - 19 -
<PAGE>

                        diminish substantially or otherwise eliminate the
                        benefits intended to be afforded by the Rights.

2.3     ADJUSTMENTS TO EXERCISE PRICE, NUMBER OF RIGHTS

        Subject to Section 5.19, the Exercise Price, the number and kind of
securities subject to purchase upon exercise of each Right and the number of
Rights outstanding are subject to adjustment from time to time as provided in
this Section 2.3.

        (a)     If the Corporation shall at any time after the Record Time and
                prior to the Expiration Time:

                (i)     declare or pay a dividend on Common Shares payable in
                        Common Shares (or other Shares of capital or securities
                        exchangeable for or convertible into or giving a right
                        to acquire Common Shares or other Shares of capital)
                        otherwise than pursuant to any optional share dividend
                        program;

                (ii)    subdivide or change the outstanding Common Shares into a
                        greater number of Common Shares;

                (iii)   consolidate or change the outstanding Common Shares into
                        a smaller number of Common Shares; or

                (iv)    issue any Common Shares (or other shares of capital or
                        securities exchangeable for or convertible into or
                        giving a right to acquire Common Shares or other Shares
                        of capital) in respect of, in lieu of, or in exchange
                        for, existing Common Shares in a reclassification or
                        redesignation of Common Shares, an amalgamation or
                        statutory arrangement,

                the Exercise Price and the number of Rights outstanding, or, if
                the payment or effective date therefor shall occur after the
                Separation Time, the securities purchasable upon exercise of
                Rights shall be adjusted in the manner set forth below. If an
                event occurs which would require an adjustment under both this
                Section 2.3 and subsection 3.1(a), the adjustment provided for
                in this Section 2.3 shall be in addition to, and shall be made
                prior to, any adjustment required under subsection 3.1(a). If
                the Exercise Price and number of Rights are to be adjusted:

                (x)     the Exercise Price in effect after such adjustment shall
                        be equal to the Exercise Price in effect immediately
                        prior to such adjustment divided by the number of Common
                        Shares (or other Shares of capital) (the "Expansion
                        Factor") that a holder of one Common Share immediately
                        prior to such dividend, subdivision, change,
                        consolidation or issuance would hold immediately
                        thereafter as a result thereof (assuming the exercise of
                        all such exchange or conversion rights, if any); and

                (y)     each Right held prior to such adjustment shall become
                        that number of Rights equal to the Expansion Factor, and
                        the adjusted number of Rights shall be deemed to be
                        distributed among the Common Shares with respect


                                     - 20 -
<PAGE>

                        to which the original Rights were associated (if they
                        remain outstanding) and the Shares issued in respect of
                        such dividend, subdivision, change, consolidation or
                        issuance, so that each such Common Share (or other whole
                        share or security exchangeable for or convertible into a
                        whole Share of capital) shall have exactly one Right
                        associated with it.

                If the securities purchasable upon exercise of Rights are to be
                adjusted, the securities purchasable upon exercise of each Right
                after such adjustment shall be the securities that a holder of
                the securities purchasable upon exercise of one Right
                immediately prior to such dividend, subdivision, change,
                consolidation or issuance would hold immediately thereafter as a
                result thereof. To the extent that any such rights of exchange,
                conversion or acquisition are not exercised prior to the
                expiration thereof, the Exercise Price shall be readjusted to
                the Exercise Price which would then be in effect based upon the
                number of Common Shares (or securities convertible into or
                exchangeable for Common Shares) actually issued upon the
                exercise of such rights. If after the Record Time and prior to
                the Expiration Time the Corporation shall issue any shares of
                its authorized capital other than Common Shares in a transaction
                of a type described in the first sentence of this subsection
                2.3(a), such shares shall be treated herein as nearly equivalent
                to Common Shares as may be practicable and appropriate under the
                circumstances and the Corporation and the Rights Agent agree to
                amend this Agreement in order to effect such treatment.

                If the Corporation shall at any time after the Record Time and
                prior to the Separation Time issue any Common Shares otherwise
                than in a transaction referred to in the preceding paragraph,
                each such Common Share so issued shall automatically have one
                new Right associated with it, which Right shall be evidenced by
                the certificate representing such Share.

        (b)     If the Corporation shall at any time after the Record Time and
                prior to the Separation Time fix a record date for the making of
                a distribution to all holders of Common Shares of rights or
                warrants entitling them (for a period expiring within 45 days
                after such record date) to subscribe for or purchase Common
                Shares (or securities convertible into or exchangeable for or
                carrying a right to purchase or subscribe for Common Shares) at
                a price per Common Share (or, in the case of a security
                convertible into or exchangeable for or carrying a right to
                purchase or subscribe for Common Shares, having a conversion,
                exchange or exercise price (including the price required to be
                paid to purchase such convertible or exchangeable security or
                right) per share) that is less than 90% of the Market Price per
                Common Share on such record date, the Exercise Price shall be
                adjusted. The Exercise Price in effect after such record date
                shall equal the Exercise Price in effect immediately prior to
                such record date multiplied by a fraction, of which the
                numerator shall be the number of Common Shares outstanding on
                such record date plus the number of Common Shares which the
                aggregate offering price of the total number of Common Shares so
                to be offered (and/or the aggregate initial conversion, exchange
                or exercise price of the convertible or exchangeable securities
                or rights so to be offered (including the


                                     - 21 -
<PAGE>

                price required to be paid to purchase such convertible or
                exchangeable securities or rights)) would purchase at such
                Market Price and of which the denominator shall be the number of
                shares of Common Shares outstanding on such record date plus the
                number of additional Common Shares to be offered for
                subscription or purchase (or into which the convertible or
                exchangeable securities or rights so to be offered are initially
                convertible, exchangeable or exercisable). In case such
                subscription price may be paid in a form other than cash, the
                value of such non-cash consideration shall be as determined by
                the Board of Directors. To the extent that any such rights or
                warrants are not so issued or, if issued, are not exercised
                prior to the expiration thereof, the Exercise Price shall be
                readjusted to the Exercise Price which would then be in effect
                if such record date had not been fixed or to the Exercise Price
                which would then be in effect based upon the number of Common
                Shares (or securities convertible into or exchangeable for
                Common Shares) actually issued upon the exercise of such rights
                or warrants, as the ease may be. For purposes of this Agreement,
                the granting of the right to purchase Common Shares (whether
                previously unissued, treasury shares or otherwise) pursuant to
                any optional dividend reinvestment plan and/or any Common Share
                purchase plan providing for the reinvestment of dividends
                payable on securities of the Corporation and/or employee stock
                option, stock purchase or other employee benefit plan (so long
                as such right to purchase is in no case evidenced by the
                delivery of rights or warrants) shall not be deemed to
                constitute an issue of rights or warrants by the Corporation;
                PROVIDED, HOWEVER, that, in the case of any dividend
                reinvestment plan, the right to purchase Common Shares is at a
                price per share of not less than 90% of the then current market
                price per share (determined as provided in such plan) of the
                Common Shares.

        (c)     If the Corporation shall at any time after the Record Time and
                prior to the Separation Time fix a record date for the making of
                a distribution to all holders of Common Shares of evidences of
                indebtedness or assets (other than a Regular Periodic Cash
                Dividend or a dividend paid in Common Shares) or rights or
                warrants (excluding those referred to in subsection 2.3(a) or
                2.3(b)), the Exercise Price shall be adjusted. The Exercise
                Price in effect after such record date shall, subject to
                adjustment as provided in the penultimate sentence of subsection
                2.3(b), equal the Exercise Price in effect immediately prior to
                such record date less the fair market value (as determined by
                the Board of Directors) of the portion of the assets, evidences
                of indebtedness, rights or warrants so to be distributed
                applicable to the securities purchasable upon exercise of one
                Right.

        (d)     Each adjustment made pursuant to this Section 2.3 shall be made
                as of:

                (i)     the payment or effective date for the applicable
                        dividend, subdivision, change, consolidation or issuance
                        in the case of an adjustment made pursuant to subsection
                        2.3(a) above; and

                (ii)    the record date for the applicable dividend or
                        distribution, in the case of an adjustment made pursuant
                        to subsections 2.3(b) or (c) above.


                                     - 22 -
<PAGE>

        (e)     Subject to the prior consent of the holders of Common Shares or
                Rights obtained in accordance with the provisions of subsection
                5.4(b) or (c), as applicable, if the Corporation shall at any
                time after the Record Time and prior to the Expiration Time
                issue any Shares of capital (other than Common Shares), or
                rights or warrants to subscribe for or purchase any such Shares,
                or securities convertible into or exchangeable for any such
                Shares, in a transaction referred to in clause (a)(i) or (a)(iv)
                above and if the Board of Directors determines that the
                adjustments contemplated by subsections 2.3(a), (b) and (d)
                above in connection with such transaction will not appropriately
                protect the interests of the holders of Rights, the Board of
                Directors may determine what other adjustments to the Exercise
                Price, number of Rights and/or securities purchasable upon
                exercise of Rights would be appropriate and, notwithstanding
                such clauses, such adjustments (rather than the adjustments
                contemplated by subsections 2.3(a), (b) and (d) above) shall be
                made and the Corporation and the Rights Agent shall amend this
                Agreement as appropriate to provide for such adjustments.

        (f)     Anything herein to the contrary notwithstanding, no adjustment
                to the Exercise Price shall be required unless such adjustment
                would require an increase or decrease of at least 1% in such
                Exercise Price; PROVIDED, HOWEVER, that any adjustments which by
                reason of this subsection 2.3(f) are not required to be made
                shall be carried forward and taken into account in any
                subsequent adjustment. Each adjustment made pursuant to this
                Section 2.3 shall be calculated to the nearest cent or to the
                nearest one ten-thousandth of a Common Share or Right, as the
                case may be.

        (g)     All Rights originally issued by the Corporation subsequent to
                any adjustment made to an Exercise Price hereunder shall
                evidence the right to purchase, at the adjusted Exercise Price,
                the number of Common Shares purchasable from time to time
                hereunder upon exercise of the Rights, all subject to further
                adjustment as provided herein.

        (h)     Unless the Corporation shall have exercised its election as
                provided in subsection 2.3(i), upon each adjustment of an
                Exercise Price as a result of the calculations made in
                subsections 2.3(b) and (c), each Right outstanding immediately
                prior to the making of such adjustment shall thereafter evidence
                the right to purchase, at the adjusted Exercise Price, that
                number of Common Shares (calculated to the nearest one
                ten-thousandth) obtained by:

                (i)     multiplying (A) the number of Common Shares covered by a
                        Right immediately prior to this adjustment, by (B) the
                        Exercise Price in effect immediately prior to such
                        adjustment of the Exercise Price; and

                (ii)    dividing the product so obtained by the Exercise Price
                        in effect immediately after such adjustment of the
                        Exercise Price.

        (i)     The Corporation may elect on or after the date of any adjustment
                of an Exercise Price to adjust the number of Rights, in lieu of
                any adjustment in the number of


                                     - 23 -
<PAGE>

                Common Shares purchasable upon the exercise of a Right. Each of
                the Rights outstanding after the adjustment in the number of
                Rights shall be exercisable for the number of Common Shares for
                which a Right was exercisable immediately prior to such
                adjustment. Each Right held of record immediately prior to such
                adjustment of the number of Rights shall become the number of
                Rights (calculated to the nearest one ten-thousandth) obtained
                by dividing the Exercise Price in effect immediately prior to
                the adjustment of the Exercise Price by the Exercise Price in
                effect immediately after adjustment of the Exercise Price. The
                Corporation shall make a public announcement of its election to
                adjust the number of Rights, indicating the record date for the
                adjustment and, if known at the time, the amount of the
                adjustment to be made. This record date may be the date on which
                the Exercise Price is adjusted or any date thereafter, but, if
                the Rights Certificates have been issued, shall be at least 10
                calendar days after the date of the public announcement. If
                Rights Certificates have been issued, upon each adjustment of
                the number of Rights pursuant to this subsection 2.3(j), the
                Corporation shall, as promptly as practicable, cause to be
                distributed to holders of record of Rights Certificates on such
                record date, Rights Certificates evidencing the additional
                Rights to which such holder shall be entitled as a result of
                such adjustment, or, at the option of the Corporation, shall
                cause to be distributed to such holders of record in
                substitution or replacement for the Rights Certificates held by
                such holders prior to the date of adjustment, and upon surrender
                thereof, if required by the Corporation, new Rights Certificates
                evidencing all the Rights to which such holders shall be
                entitled after such adjustment. Rights Certificates so to be
                distributed shall be issued, executed and countersigned in the
                manner provided for herein and may bear, at the option of the
                Corporation, the adjusted Exercise Price and shall be registered
                in the names of the holders of record of Rights Certificates on
                the record date specified in the public announcement.

        (j)     Irrespective of any adjustment or change in the securities
                purchasable upon exercise of the Rights, the Rights Certificates
                theretofore and thereafter issued may continue to express the
                securities so purchasable which were expressed in the initial
                Rights Certificates issued hereunder.

        (k)     If, as a result of an adjustment made pursuant to Section 3.1,
                the holder of any Right thereafter exercised shall become
                entitled to receive any securities other than Common Shares,
                thereafter the number of such other securities so receivable
                upon exercise of any Right and the applicable Exercise Price
                thereof shall be subject to adjustment from time to time in a
                manner and on terms as nearly equivalent as may be practicable
                to the provisions with respect to the Common Shares contained in
                the foregoing subsections of this Section 2.3 and the provisions
                of this Agreement with respect to the Common Shares shall apply
                on like terms to any such other securities.

        (l)     In any case in which this Section 2.3 shall require that any
                adjustment in the Exercise Price be made effective as of a
                record date for a specified event, the Corporation may elect to
                defer until the occurrence of such event the issuance to the
                holder of any Right exercised after such record date of the
                number of


                                     - 24 -
<PAGE>

                Common Shares and other securities of the Corporation, if any,
                issuable upon such exercise over and above the number of Common
                Shares and other securities of the Corporation, if any, issuable
                upon such exercise on the basis of the Exercise Price in effect
                prior to such adjustment; PROVIDED, HOWEVER, that the
                Corporation shall deliver to such holder an appropriate
                instrument evidencing such holder's right to receive such
                additional Common Shares or other securities upon the occurrence
                of the event requiring such adjustment.

        (m)     Notwithstanding anything in this Section 2.3 to the contrary,
                the Corporation shall be entitled to make such reductions in the
                Exercise Price, in addition to those adjustments expressly
                required by this Section 2.3, as and to the extent that, in
                their judgment, the Board of Directors determines advisable in
                order that any (i) subdivision or consolidation of the Common
                Shares, (ii) issuance wholly for cash of any Common Shares at
                less than applicable Market Price, (iii) issuance wholly for
                cash of any Common Shares or securities that by their terms are
                exchangeable for or convertible into or give a right to acquire
                Common Shares, (iv) stock dividends, or (v) issuance of rights,
                options or warrants referred to in this Section 2.3, hereafter
                made by the Corporation to holders of its Common Shares, and
                subject to applicable taxation laws, shall not be taxable to
                such shareholders.

        (n)     Whenever an adjustment to the Exercise Price or a change in the
                securities purchasable upon the exercise of Rights is made
                pursuant to this Section 2.3, the Corporation shall promptly:

                (i)     prepare a certificate setting forth such adjustment and
                        a brief statement of the facts accounting for such
                        adjustment;

                (ii)    file with the Rights Agent and with each transfer agent
                        for the Common Shares, a copy of such certificate; and

                (iii)   cause notice of the particulars of such adjustment or
                        change to be given to the holders of the Rights.

                Failure to file such certificate or to cause such notice to be
                given as aforesaid, or any defect therein, shall not affect the
                validity of any such adjustment or change.

2.4     DATE ON WHICH EXERCISE IS EFFECTIVE

        Each Person in whose name any certificate for Shares is issued upon the
exercise of Rights shall for all purposes be deemed to have become the holder of
record of the Shares represented thereby on, and such certificate shall be
dated, the date upon which the Rights Certificate evidencing such Rights was
duly submitted (together with a duly completed Election to Exercise) and payment
of the Exercise Price for such Rights (and any applicable transfer taxes and
other charges payable by the exercising holder hereunder) was made; PROVIDED,
HOWEVER, that if the date of such exercise is a date upon which the relevant
Share transfer books of the Corporation are closed, such Person shall be deemed
to have become the recorded holder of such


                                     - 25 -
<PAGE>

Shares on, and such certificate shall be dated, the next succeeding Business Day
on which the said Share transfer books of the Corporation are open.

2.5     EXECUTION, AUTHENTICATION, DELIVERY AND DATING OF RIGHTS CERTIFICATES

        (a)     The Rights Certificates shall be executed on behalf of the
Corporation by any two of it Chairman, President and Chief Executive Officer,
its Chief Financial Officer or its Corporate Secretary. The signature of any of
these officers on the Rights Certificates may be manual or facsimile.

        (b)     Rights Certificates bearing the manual or facsimile signatures
of individuals who were at any time the proper officers of the Corporation shall
bind the Corporation, notwithstanding that such individuals or any of them have
ceased to hold such offices prior to the countersignature and delivery of such
Rights Certificates.

        (c)     Promptly after the Corporation learns of the Separation Time,
the Corporation shall notify the Rights Agent of such Separation Time and shall
deliver Rights Certificates executed by the Corporation to the Rights Agent for
countersignature, and the Rights Agent shall countersign (manually or by
facsimile signature in a manner satisfactory to the Corporation) and deliver
such Rights Certificates to the holders of the Rights pursuant to subsection
2.2(c) hereof. No Rights Certificate shall be valid for any purpose until
countersigned by the Rights Agent in the manner described above.

        (d)     Each Rights Certificate shall be dated the date of
countersignature thereof.

2.6     REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE

        (a)     The Corporation shall cause to be kept a register (the "Rights
Register") in which, subject to such reasonable regulations as it may prescribe,
the Corporation shall provide for the registration and transfer of Rights. The
Rights Agent is hereby appointed "Rights Registrar" for the purpose of
maintaining the Rights Register for the Corporation and registering Rights and
transfers of Rights as herein provided. If the Rights Agent shall cease to be
the Rights Registrar, the Rights Agent shall have the right to examine the
Rights Register at all reasonable times.

        After the Separation Time and prior to the Expiration Time, upon
surrender for registration of transfer or exchange of any Rights Certificate,
and subject to the provisions of subsection 2.6(c) below, the Corporation shall
execute, and the Rights Agent shall countersign and deliver, in the name of the
holder or the designated transferee or transferees, as required pursuant to the
holder's instructions, one or more new Rights Certificates evidencing the same
aggregate number of Rights as did the Rights Certificate so surrendered.

        (b)     All Rights issued upon any registration of transfer or exchange
of Rights Certificates shall be the valid obligations of the Corporation, and
such Rights shall be entitled to the same benefits under this Agreement as the
Rights surrendered upon such registration of transfer or exchange.

        (c)     Every Rights Certificate surrendered for registration of
transfer or exchange shall have the form of assignment thereon duly completed
and endorsed, or be accompanied by a


                                     - 26 -
<PAGE>

written instrument of transfer in form satisfactory to the Corporation or the
Rights Agent, as the ease may be, duly executed by the holder thereof or such
holder's attorney duly authorized in writing. As a condition to the issuance of
any new Rights Certificate under this Section 2.6, the Corporation may require
the payment of a sum sufficient to cover any tax or other governmental charge
that may be imposed in relation thereto and other expenses (including the
reasonable fees and expenses of its Rights Agent) connected therewith.

        (d)     The Corporation shall not be required to register the transfer
or exchange of any Rights after the Rights have been terminated pursuant to the
provisions of this Agreement.

2.7     MUTILATED, DESTROYED, LOST AND STOLEN RIGHTS CERTIFICATES

        (a)     If any mutilated Rights Certificate is surrendered to the Rights
Agent prior to the Expiration Time, the Corporation shall execute and the Rights
Agent shall countersign and deliver a new Rights Certificate evidencing the same
number of Rights as did the Rights Certificate so surrendered.

        (b)     If there shall be delivered to the Corporation and the Rights
Agent prior to the Expiration Time (i) evidence to their satisfaction of the
destruction, loss or theft of any Rights Certificate and (ii) such security or
indemnity as may be required by them to save each of them and their respective
agents harmless, then, in the absence of notice to the Corporation or the Rights
Agent that such Rights Certificate has been acquired by a bona fide purchaser,
the Corporation shall execute and upon the Corporation's request, the Rights
Agent shall countersign and deliver, in lieu of any such destroyed, lost or
stolen Rights Certificate, a new Rights Certificate evidencing the same number
of Rights as did the Rights Certificate so destroyed, lost or stolen.

        (c)     As a condition to the issuance of any new Rights Certificate
under this Section 2.7, the Corporation may require the payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
relation thereto and any other expenses (including the reasonable fees and
expenses of the Rights Agent) connected therewith.

        (d)     Every new Rights Certificate issued pursuant to this Section 2.7
in lieu of any destroyed, lost or stolen Rights Certificate shall evidence an
original additional contractual obligation of the Corporation, whether or not
the destroyed, lost or stolen Rights Certificate shall be at any time
enforceable by anyone, and shall be entitled to all the benefits of this
Agreement equally and proportionately with any and all other Rights duly issued
hereunder.

2.8     PERSONS DEEMED OWNERS

        Prior to due presentment of a Rights Certificate (or, prior to the
Separation Time, the associated Share certificate) for registration of transfer,
the Corporation, the Rights Agent and any agent of the Corporation or the Rights
Agent may deem and treat the Person in whose name such Rights Certificate (or,
prior to the Separation Time, such Share certificate) is registered as the
absolute owner thereof and of the Rights evidenced thereby for all purposes
whatsoever. As used in this Agreement, unless the context otherwise requires,
the term "holder" of any Rights means the registered holder of such Rights (or,
prior to the Separation Time, the associated Shares).


                                     - 27 -
<PAGE>

2.9     DELIVERY AND CANCELLATION OF CERTIFICATES

        All Rights Certificates surrendered upon exercise or for redemption,
registration of transfer or exchange shall, if surrendered to any Person other
than the Rights Agent, be delivered to the Rights Agent and, in any case, shall
be promptly cancelled by the Rights Agent. The Corporation may at any time
deliver to the Rights Agent for cancellation any Rights Certificates previously
countersigned and delivered hereunder which the Corporation may have acquired in
any manner whatsoever, and all Rights Certificates so delivered shall be
promptly cancelled by the Rights Agent. No Rights Certificates shall be
countersigned in lieu of or in exchange for any Rights Certificates cancelled as
provided in this Section 2.9, except as expressly permitted by this Agreement.
The Rights Agent shall destroy all cancelled Rights Certificates and deliver a
certificate of destruction to the Corporation.

2.10    AGREEMENT OF RIGHTS HOLDERS

        Every holder of Rights by accepting the same consents and agrees with
the Corporation and the Rights Agent and with every other holder of Rights that:

        (a)     prior to the Separation Time, each Right shall be transferable
                only together with, and shall be transferred by a transfer of,
                the associated Share;

        (b)     after the Separation Time, the Rights Certificates shall be
                transferable only on the Rights Register as provided herein;

        (c)     prior to due presentment of a Rights Certificate (or, prior to
                the Separation Time, the associated Share certificate) for
                registration of transfer, the Corporation, the Rights Agent and
                any agent of the Corporation or the Rights Agent may deem and
                treat the Person in whose name the Rights Certificate (or, prior
                to the Separation Time, the associated Share certificate) is
                registered as the absolute owner thereof and of the Rights
                evidenced thereby (notwithstanding any notations of ownership or
                writing on such Rights Certificate or the associated Share
                certificate made by anyone other than the Corporation or the
                Rights Agent) for all purposes whatsoever, and neither the
                Corporation nor the Rights Agent shall be affected by any notice
                to the contrary;

        (d)     such holder has waived all rights to receive any fractional
                Right or fractional Share upon exercise of a Right;

        (e)     such holder is otherwise bound by and subject to the provisions
                of this Agreement, as amended from time to time in accordance
                with the terms hereof in respect of all Rights held;

        (f)     this Agreement may be supplemented or amended from time to time
                pursuant to subsection 5.4(a) or the last sentence of the
                penultimate paragraph of subsection 2.3(a) hereof upon the sole
                authority of the Board of Directors without the approval of any
                holder of Rights; and


                                     - 28 -
<PAGE>

        (g)     notwithstanding anything in this Agreement to the contrary,
                neither the Corporation nor the Rights Agent shall have any
                liability to any holder of a Right or any other Person as a
                result of its inability to perform any of its obligations under
                this Agreement by reason of any preliminary or permanent
                injunction or other order, decree or ruling by a court of
                competent jurisdiction or by a governmental, regulatory or
                administrative agency or commission, or any statute, rule,
                regulation or executive order promulgated or enacted by any
                governmental authority, prohibiting or otherwise restraining
                performance of such obligation.

                                  ARTICLE III

         ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN TRANSACTIONS

3.1     FLIP-IN EVENT

        (a)     Subject to the provisions of Section 2.2 and subsections 5.1(b),
(c) and (d) hereof and except as provided below, if prior to the Expiration Time
a Flip-in Event shall occur, each Right shall thereafter constitute, effective
at the Close of Business on the tenth Business Day after the relevant Stock
Acquisition Date, the right to purchase from the Corporation, upon exercise
thereof in accordance with the terms hereof, that number of Common Shares of the
Corporation having an aggregate Market Price on the date of consummation or
occurrence of such Flip-in Event equal to twice the Exercise Price for an amount
in cash equal to the Exercise Price (such right to be appropriately adjusted in
a manner analogous to the applicable adjustment provided for in Section 2.3
hereof in the event that, after such date of consummation or occurrence, an
event of a type analogous to any of the events described in Section 2.3 hereof
shall have occurred with respect to such Common Shares).

        (b)     Notwithstanding anything in this Agreement to the contrary, upon
the occurrence of a Flip-in Event, any Rights that are or were Beneficially
Owned on or after the earlier of the Separation Time and the Stock Acquisition
Date by:

                (i)     an Acquiring Person (or any Person acting jointly or in
                        concert with an Acquiring Person or with an Affiliate or
                        Associate of an Acquiring Person); or

                (ii)    a direct or indirect transferee of, or other successor
                        in title to, such Rights (a "Transferee"), who becomes a
                        Transferee concurrently with or subsequent to the
                        Acquiring Person becoming an Acquiring Person, in a
                        transfer, whether or not for consideration, that the
                        Board of Directors has determined is part of a plan,
                        understanding or scheme of an Acquiring Person (or an
                        Affiliate or Associate of an Acquiring Person or any
                        Person acting jointly or in concert with an Acquiring
                        Person or an Affiliate or Associate of an Acquiring
                        Person) that has the purpose or effect of avoiding the
                        provisions of this subsection 3.1(b) applicable in the
                        circumstances contemplated in clause (i) hereof;


                                     - 29 -
<PAGE>

shall thereupon become and be void and any holder of such Rights (including any
Transferee) shall thereafter have no rights whatsoever with respect to such
Rights, whether under any provision of this Agreement or otherwise. The holder
of any Rights represented by a Rights Certificate which is submitted to the
Rights Agent, or any Co-Rights Agent, upon exercise or for registration of
transfer or exchange which does not contain the necessary certifications set
forth in the Rights Certificate establishing that such Rights are not void under
this subsection 3.1(b) shall be deemed to be an Acquiring Person for the
purposes of this subsection 3.1(b) and such rights shall be null and void.

        (c)     Any Rights Certificate that represents Rights Beneficially Owned
by a Person described in either clauses (i) or (ii) of subsection 3.1(b) hereof
or transferred to any nominee of any such Person, and any Rights Certificate
issued upon the transfer, exchange or replacement of any other Rights
Certificate referred to in this sentence shall contain the following legend:

                "The Rights represented by this Rights Certificate were issued
                to a Person who was an Acquiring Person or an Affiliate or an
                Associate of an Acquiring Person (as such terms are defined in
                the Rights Agreement) or was acting jointly or in concert with
                any of them. This Rights Certificate and the Rights represented
                hereby shall become void in the circumstances specified in
                subsection 3.1(b) of the Rights Agreement."

PROVIDED, HOWEVER, that the Rights Agent shall not be under any responsibility
to ascertain the existence of facts that would require the imposition of such
legend but shall be required to impose such legend only if instructed to do so
by the Corporation or if a holder fails to certify upon transfer or exchange in
the space provided on the Rights Certificate that such holder is not an
Acquiring Person or an Affiliate or Associate thereof or acting jointly or in
concert with any of them. The issuance of a Rights Certificate without the
legend referred to in this subsection shall be of no effect on the provisions of
this subsection.

                                   ARTICLE IV

                                THE RIGHTS AGENT

4.1     GENERAL

        (a)     The Corporation hereby appoints the Rights Agent to act as agent
for the Corporation and the holders of Rights in accordance with the terms and
conditions hereof, and the Rights Agent hereby accepts such appointment. The
Corporation may from time to time appoint one or more co-rights agents (each, a
"Co-Rights Agent") as it may deem necessary or desirable after consultation with
the Rights Agent. In such event, the respective duties of the Rights Agent and
any Co-Rights Agent shall be as the Corporation may determine with the written
approval of the Rights Agent. The Corporation agrees to pay to the Rights Agent
reasonable compensation for all services rendered by it hereunder and, from time
to time on demand of the Rights Agent, its reasonable expenses and counsel fees
and other disbursements incurred in the administration and execution of this
Agreement and the exercise and performance of its duties hereunder. The
Corporation also agrees to indemnify the Rights Agent, its officers,


                                     - 30 -
<PAGE>

directors, employees and agents for, and to hold them harmless against, any
loss, liability, cost, claim, action, damage, suit or expense, incurred without
negligence, bad faith or wilful misconduct on the part of the Rights Agent, its
officers, directors, employees or agents, for anything done or omitted by them
in connection with the acceptance and performance of this Agreement, including
legal costs and expenses, which right to indemnification shall survive the
termination of this Agreement or the resignation or removal of the Rights Agent.
In the event of any disagreement arising regarding the terms of this Agreement
the Rights Agent shall be entitled, at its option, to refuse to comply with any
and all demands whatsoever until the dispute is settled either by written
agreement amongst the parties to this Agreement or by a court of competent
jurisdiction.

        (b)     The Rights Agent shall be protected from, and shall incur no
liability for or in respect of, any action taken, suffered or omitted by it in
connection with its performance of this Agreement in reliance upon any
certificate for Shares, Rights Certificate, certificate for other securities of
the Corporation, instrument of assignment or transfer, power of attorney,
endorsement, affidavit, letter, notice, direction, consent, certificate,
opinion, statement or other paper or document believed by it to be genuine and
to be signed, executed and, where necessary, verified or acknowledged, by the
proper Person or Persons.

        (c)     The Corporation shall inform the Rights Agent in a reasonably
timely manner of events which may materially affect the administration of this
Agreement by the Rights Agent and, at any time upon written request, shall
provide to the Rights Agent an incumbency certificate certifying the then
current officers of the Corporation.

4.2     MERGER OR AMALGAMATION OR CHANGE OF NAME OF RIGHTS AGENT

        (a)     Any body corporate into which the Rights Agent or any successor
Rights Agent may be merged or amalgamated with or into, or any body corporate
succeeding to the securityholder services business of the Rights Agent or any
successor Rights Agent shall be the successor to the Rights Agent under this
Agreement without the execution or filing of any paper or any further act on the
part of any of the parties hereto, provided that such body corporate would be
eligible for appointment as a successor Rights Agent under the provisions of
Section 4.4 hereof.

        In case at the time such successor Rights Agent succeeds to the agency
created by this Agreement any of the Rights Certificates have been countersigned
but not delivered, any such successor Rights Agent may adopt the
countersignature of the predecessor Rights Agent and deliver such Rights
Certificates so countersigned; and in case at that time any or the Rights
Certificates have not been countersigned, any successor Rights Agent may
countersign such Rights Certificates either in the name of the predecessor
Rights Agent or in the name of the successor Rights Agent; and in all such cases
such Rights Certificates shall have the full force provided in the Rights
Certificates and in this Agreement.

        (b)     In case at any time the name of the Rights Agent is changed and
at such time any of the Rights Certificates shall have been countersigned but
not delivered, the Rights Agent may adopt the countersignature under its prior
name and deliver Rights Certificates so countersigned; and in case at that time
any of the Rights Certificates shall not have been countersigned, the


                                     - 31 -
<PAGE>

Rights Agent way countersign such Rights Certificates either in its prior name
or in ifs changed name; and in all such cases such Rights Certificates shall
have the full force provided in the Rights Certificates and in this Agreement.

4.3     DUTIES OF RIGHTS AGENT

        The Rights Agent undertakes the duties and obligations imposed by this
Agreement upon the following terms and conditions, by all of which the
Corporation and the holders of Rights Certificates, by their acceptance thereof,
shall be bound:

        (a)     The Rights Agent may retain and consult with legal counsel (who
                may be legal counsel for the Corporation), and the opinion of
                such counsel will be full and complete authorization and
                protection to the Rights Agent as to any action taken or omitted
                by it in good faith and in accordance with such opinion.

        (b)     Whenever in the performance of its duties under this Agreement
                the Rights Agent deems it necessary or desirable that any fact
                or matter be proved or established by the Corporation prior to
                taking or suffering any action or refraining from taking any
                action hereunder, such fact or matter (unless other evidence in
                respect thereof be herein specifically prescribed) may be deemed
                to be conclusively proved and established by a certificate
                signed by an individual believed by the Rights Agent to be the
                Chairman, the Chief Executive Officer, the Chief Financial
                Officer or any Vice-President and by the Secretary or any
                Assistant Secretary of the Corporation and delivered to the
                Rights Agent; and such certificate shall be full authorization
                to the Rights Agent for any action taken, omitted or suffered in
                good faith by it under the provisions of this Agreement in
                reliance upon such certificate.

        (c)     The Rights Agent shall be liable hereunder only for its own
                negligence, bad faith or wilful misconduct.

        (d)     The Rights Agent shall not be liable for or by reason of any of
                the statements of fact or recitals contained in this Agreement
                or in the certificates for Shares or the Rights Certificates
                (except its countersignature thereof) or be required to verify
                the same, but all such statements and recitals are and will be
                deemed to have been made by the Corporation only.

        (e)     The Rights Agent shall not be under any responsibility in
                respect of the validity of this Agreement or the execution and
                delivery hereof (except the due authorization, execution and
                delivery hereof by the Rights Agent) or in respect of the
                validity or execution of any Share certificate or Rights
                Certificate (except its countersignature thereof); nor will it
                be responsible for any breach by the Corporation of any covenant
                or condition contained in this Agreement or in any Rights
                Certificate; nor will it be responsible for any change in the
                exercisability of the Rights (including the Rights becoming void
                pursuant to subsection 3.1(b) hereof) or any adjustment required
                under the provisions of Section 2.3 hereof or responsible for
                the manner, method or amount of any such adjustment or the


                                     - 32 -
<PAGE>

                ascertaining of the existence of facts that would require any
                such adjustment (except with respect to the exercise of Rights
                after receipt of the certificate contemplated by Section 2.3
                hereof describing any such adjustment); nor will it by any act
                hereunder be deemed to make any representation or warranty as to
                the authorization or reservation of any Shares to be issued
                pursuant to this Agreement or any Rights or as to whether any
                Shares shall, when issued, he duly and validly authorized,
                executed, issued and delivered and be fully paid and
                non-assessable.

        (f)     The Corporation agrees that it will perform, execute,
                acknowledge and deliver or cause to be performed, executed,
                acknowledged and delivered all such further and other acts,
                instruments and assurances as may reasonably be required by the
                Rights Agent for the carrying out or performing by the Rights
                Agent of the provisions of this Agreement.

        (g)     The Rights Agent is hereby authorized to rely upon and directed
                to accept written instructions with respect to the performance
                of its duties hereunder from any individual believed by the
                Rights Agent to be the Chairman, the Chief Executive Officer,
                the Chief Financial Officer or any Vice-President or the
                Secretary or any Assistant Secretary of the Corporation, and to
                apply to such individuals for advice or instructions in
                connection with its duties, and it shall not be liable for any
                action taken, omitted or suffered by it in good faith in
                accordance with instructions of any such individual.

        (h)     The Rights Agent and any shareholder, director, officer or
                employee of the Rights Agent may buy, sell or deal in Shares,
                Rights or other securities of the Corporation or become
                pecuniarily interested in any transaction in which the
                Corporation may be interested, or contract with or lend money to
                the Corporation or otherwise act as fully and freely as though
                it were not Rights Agent under this Agreement. Nothing herein
                shall preclude the Rights Agent front acting in any other
                capacity for the Corporation or for any other legal entity.

        (i)     The Rights Agent may execute and exercise any of the rights or
                powers hereby vested in it or perform any duty hereunder either
                itself or by or through its attorneys or agents, and the Rights
                Agent shall not be answerable or accountable for any act,
                default, neglect or misconduct of any such attorneys or agents
                or for any loss to the Corporation resulting from any such act,
                omission, default, neglect or misconduct, provided reasonable
                care was exercised in the selection and continued employment
                thereof.

4.4     CHANGE OF RIGHTS AGENT

        The Rights Agent may resign and be discharged from its duties under this
Agreement upon 60 days' notice (or such lesser notice as is acceptable to the
Corporation) in writing delivered or mailed to the Corporation and to each
transfer agent of Shares by first class mail, and mailed or delivered to the
holders of the Rights in accordance with Section 5.9 hereof. The Corporation may
remove the Rights Agent upon 60 days' notice in writing, mailed or delivered to
the Rights Agent and to each transfer agent of the Shares by first class mail,
and mailed to the


                                     - 33 -
<PAGE>

holders of the Rights in accordance with Section 5.9 hereof. If the Rights Agent
should resign or be removed or otherwise become incapable of acting, the
Corporation shall appoint a successor to the Rights Agent. If the Corporation
fails to make such appointment within a period of 30 days after such removal or
after it has been notified in writing of such resignation or incapacity by the
resigning or incapacitated Rights Agent or by the holder of any Rights (which
holder shall, with such notice, submit such holder's Rights Certificate for
inspection by the Corporation), then the holder of any Rights may apply, at the
Corporation's expense, to any court of competent jurisdiction for the
appointment of a new Rights Agent. Any successor Rights Agent, whether appointed
by the Corporation or by such a court, shall be a body corporate incorporated
under the laws of Canada or a province thereof and authorized to carry on
business in the Province of Ontario. After appointment, the successor Rights
Agent shall be vested with the same powers, rights, duties and responsibilities
as if it had been originally named as Rights Agent without further act or deed;
but the predecessor Rights Agent upon receipt of all fees and expenses
outstanding to the predecessor Rights Agent by the Corporation shall deliver and
transfer to the successor Rights Agent any property at the time held by it
hereunder, and execute and deliver any further assurance, conveyance, act or
deed necessary for the purpose. Not later than the effective date of any such
appointment, the Corporation shall file notice thereof in writing with the
predecessor Rights Agent and each transfer agent of the Shares, and mail a
notice thereof in writing to the holders of the Rights. Failure to give any
notice provided for in this Section 4.4, however, or any defect therein, shall
not affect the legality or validity of the resignation or removal of the Rights
Agent or the appointment of the successor Rights Agent, as the case may be.

                                    ARTICLE V

                                  MISCELLANEOUS

5.1     REDEMPTION AND WAIVER

        The Corporation shall give prompt written notice to the Rights Agent of
any waiver of the application of Section 3.1 made by the Board of Directors
acting in good faith under this Section 5.1. In addition,

        (a)     With the prior consent of the holders of Common Shares or Rights
                obtained in accordance with subsection 5.4(b) or (c), as
                applicable, the Board of Directors, at any time prior to the
                occurrence of a Flip-in Event as to which the application of
                Section 3.1 has not been waived pursuant to this Section 5.1,
                may elect to redeem all but not less than all of the then
                outstanding Rights at a redemption price of $0.00001 per Right
                appropriately adjusted in a manner analogous to the applicable
                adjustment to the Exercise Price provided for in Section 2.3
                hereof if an event analogous to any of the events described in
                Section 2.3 shall have occurred (such redemption price being
                herein referred to as the "Redemption Price").

        (b)     With the prior consent of the holders of Common Shares obtained
                in accordance with subsection 5.4(b), the Board of Directors
                may, at any time prior to the


                                     - 34 -
<PAGE>

                occurrence of a Flip-in Event as to which the application of
                Section 3.1 has not been waived pursuant to this Section 5.1, if
                such Flip-in Event would occur by reason of an acquisition of
                Common Shares otherwise than pursuant to a Take-over Bid made by
                means of a Take-over Bid circular to all holders of record of
                Common Shares and otherwise than in the circumstances set forth
                in subsection 5.1(d), waive the application of Section 3.1 to
                such Flip-in Event. In such event, the Board of Directors shall
                extend the Separation Time to a date at least 10 Business Days
                subsequent to the meeting of shareholders called to approve such
                waiver.

        (c)     Prior to the occurrence of a Flip-in Event, as to which the
                application of Section 3.1 has not been waived pursuant to this
                paragraph, upon written notice to the Rights Agent, the Board of
                Directors may waive the application of Section 3.1 to such
                Flip-in Event but only if such Flip-in Event occurs as a result
                of a Take-over Bid made by way of a Take-over Bid circular sent
                to all holders of record of Common Shares; PROVIDED, HOWEVER,
                that if the Board of Directors waives the application of Section
                3.1 to a particular Flip-in Event, the Board of Directors shall
                be deemed to have waived the application of Section 3.1 to any
                other Flip-in Event occurring by reason of any Take-over Bid
                which is made by means of a Take-over Bid circular to all
                holders of record of Common Shares (i) prior to the granting of
                such a waiver, or (ii) thereafter and prior to the expiry of any
                Take-over Bid in respect of which a waiver is, or is deemed to
                have been, granted under this subsection 5.1(c).

        (d)     The Board of Directors may waive the application of Section 3.1
                to a Flip-in Event provided that the following conditions are
                satisfied:

                (i)     the Board of Directors has determined that the Acquiring
                        Person became an Acquiring Person by inadvertence and
                        without any intention to become, or knowledge that it
                        would become, an Acquiring Person; and

                (ii)    such Acquiring Person has reduced its Beneficial
                        Ownership of Common Shares such that at the time of the
                        waiver pursuant to this subsection 5.1(d), it is no
                        longer an Acquiring Person.

        (e)     If a Person acquires, pursuant to a Permitted Bid or a Competing
                Permitted Bid or pursuant to an Exempt Acquisition occurring
                under subsection 5.1(c) hereof, more than 50% of the outstanding
                Common Shares other than Common Shares Beneficially Owned at the
                date of such Permitted Bid, Competing Permitted Bid or Exempt
                Acquisition by such Person, the Board of Directors of the
                Corporation shall, notwithstanding the provisions of subsection
                5.1(a) hereof, immediately upon such acquisition and without
                further formality be deemed to have elected to redeem the Rights
                at the Redemption Price.

        (f)     If the Board of Directors elects to or is deemed to have elected
                to redeem the Rights and, in circumstances where subsection
                5.1(a) is applicable, the requisite consent is given by the
                holders of Common Shares or Rights, as applicable, (i) the


                                     - 35 -
<PAGE>

                right to exercise the Rights will thereupon, without further
                action and without notice, terminate and the only right
                thereafter of the holders of Rights shall be to receive the
                Redemption Price, and (ii) no further Rights shall thereafter be
                issued.

        (g)     Within 10 Business Days of the Board of Directors electing or
                having been deemed to have elected to redeem the Rights or, if
                subsection 5.1(a), is applicable, within 10 Business Days after
                the requisite consent being given by the holders of Common
                Shares or Rights, as applicable, the Corporation shall give
                notice of redemption to the holders of the then outstanding
                Rights by mailing such notice to each such holder at his last
                address as it appears upon the Rights Register of the Rights
                Agent, or, prior to the Separation Time, on the share register
                maintained by the Corporation's transfer agent. Each such notice
                of redemption shall state the method by which the payment of the
                Redemption Price shall be made.

        (h)     Where a Take-over Bid that is not a Permitted Bid or Competing
                Permitted Bid expires, is withdrawn or otherwise terminated
                after the Separation Time has occurred and prior to the
                occurrence of a Flip-in Event, the Board of Directors may elect
                to redeem all of the outstanding Rights at the Redemption Price.

        (i)     The Corporation shall give prompt written notice to the Rights
                Agent of any waiver of the application of Section 3.1 made by
                the Board of Directors under this Section 5.1.

        (j)     Upon the rights being redeemed pursuant to section 5.1(h), all
                the provisions of this Agreement shall continue to apply as if
                the Separation Time had not occurred and Rights Certificates
                representing the number of Rights held by each holder of record
                of Common Shares as of the Separation Time had not been mailed
                to each such holder and for all purposes of this Agreement, the
                Separation Time shall be deemed not to have occurred.

5.2     EXPIRATION

        No Person shall have any rights pursuant to this Agreement or any Right
after the Expiration Time, except as provided in Section 4.1 hereof.

5.3     ISSUANCE OF NEW RIGHTS CERTIFICATES

        Notwithstanding any of the provisions of this Agreement or of the Rights
to the contrary, the Corporation may, at its option, issue new Rights
Certificates evidencing Rights in such form as may be approved by the Board of
Directors to reflect any adjustment or change in the number or kind or class of
Shares purchasable upon exercise of Rights made in accordance with the
provisions of this Agreement.

5.4     SUPPLEMENTS AND AMENDMENTS

        (a)     The Corporation may make, without the approval of the holders of
Rights or Common Shares, any supplements or amendments to this Agreement (i)
specifically contemplated in subsections 2.10(f) or any other provision hereof,
(ii) to correct any clerical or


                                     - 36 -
<PAGE>

typographical error, or (iii) which are required to maintain the validity and
effectiveness of the Agreement as a result of any change in any applicable laws,
rules or regulatory requirements. The Corporation may, prior to the date of any
shareholders meeting referred to in Section 5.17, supplement, amend, vary or
delete any of the provisions of this Agreement without the approval of any
holder of Rights or Common Shares (whether or not such action would materially
adversely affect the interests of the holders of Rights generally), where the
Board of Directors deems (in good faith) such action necessary or desirable.
Notwithstanding anything in this Section 5.4 to the contrary, no amendment shall
be made to the provisions of Article IV except with the written concurrence of
the Rights Agent to such supplement or amendment.

        (b)     Subject to subsection 5.4(a), the Corporation, with the prior
consent of the holders of Common Shares obtained as set forth below, at any time
before the Separation Time, may redeem Rights pursuant to subsection 5.1(a),
waive a Flip-in Event pursuant to subsection 5.1(b) or otherwise amend, vary or
rescind any of the provisions of this Agreement and the Rights (whether or not
such action would materially adversely affect the interests of the holders of
Rights generally). Such consent shall be deemed to have been given if provided
by the holders of Common Shares at a special meeting called and held in
compliance with applicable laws, rules and regulatory requirements and the
requirements in the articles and by-laws of the Corporation. Subject to
compliance with any requirements imposed by the foregoing, consent shall he
given if the proposed amendment, variation or rescission is approved by the
affirmative vote of a majority of the votes cast by all Independent Shareholders
represented in person or by proxy at the special meeting.

        (c)     The Corporation, with the prior consent of the holders of Rights
obtained as set forth below, at any time after the Separation Time and before
the Expiration Time, may redeem Rights pursuant to subsection 5.1(a) or
otherwise amend, vary or rescind any of the provisions of this Agreement and the
Rights (whether or not such action would materially adversely affect the
interests of the holders of Rights generally). Such consent shall be deemed to
have been given if provided by the holders of Rights at a special meeting of
holders of Rights called and held in compliance with applicable laws, rules and
regulatory requirements and, to the extent possible, with the requirements in
the articles and by-laws of the Corporation applicable to meetings of holders of
Common Shares, applied MUTATIS MUTANDIS. Subject to compliance with any
requirements imposed by the foregoing, consent shall be given if the proposed
amendment, variation or rescission is approved by the affirmative vote of a
majority of the votes cast by holders of Rights (other than holders of Rights
whose Rights have become null and void pursuant to subsection 3.1(b)),
represented in person or by proxy at the special meeting.

        (d)     Any amendments made by the Corporation to this Agreement
pursuant to subsection 5.4(a) which are required to maintain the validity and
effectiveness of this Agreement as a result of any change in any applicable
laws, rules or regulatory requirements shall:

                (i)     if made before the Separation Time, be submitted to the
                        holders of Common Shares at the next meeting of
                        shareholders and the shareholders may, by the majority
                        referred to in subsection 5.4(b), confirm or reject such
                        amendment;


                                     - 37 -
<PAGE>

                (ii)    if made after the Separation Time, be submitted to the
                        holders of Rights at a meeting to be called in
                        accordance with the provisions of Section 5.4(c) hereof.

        (e)     The Corporation shall be required to provide the Rights Agent
with notice in writing of any such amendment, rescission or variation to this
Agreement as referred to in this Section 5.4 within five days or effecting such
amendment, rescission or variation.

        Any such amendment shall, unless the Board of Directors otherwise
stipulates, be effective from the date of the resolution of the Board of
Directors adopting such amendment, until it is confirmed or rejected or until it
ceases to be effective (as described in the next sentence) and, where such
amendment is confirmed, it continues in effect in the form so confirmed. If such
amendment is rejected by the shareholders of the Corporation or the holders of
Rights or is not submitted to the shareholders of the Corporation or holders of
Rights as required, then such amendment shall cease to be effective from and
after the termination of the meeting at which it was rejected or to which it
should have been but was not submitted or if such a meeting of the holders of
Rights is not called within a period of 90 days of the making of any such
agreement, at the end of such period, and no subsequent resolution of Board of
Directors to amend this Agreement to substantially the same effect shall be
effective until confirmed by the shareholders of the Corporation or holders of
Rights as the case may be.

5.5     FRACTIONAL RIGHTS AND FRACTIONAL COMMON SHARES

        (a)     The Corporation shall not be required to issue fractions of
Rights or to distribute Right Certificates which evidence fractional Rights. In
lieu of issuing fractional Rights, the Corporation shall pay to the registered
holders of the Right Certificates, at the time such fractional Rights would
otherwise be issuable, an amount in cash equal to the same fraction of the
Market Price of one whole Right that the fraction of a Right that would
otherwise be issuable is of one whole Right. The Rights Agent shall have no
obligation to make any payments in lieu of fractional Rights unless the
Corporation shall have provided the Rights Agent with the necessary funds to pay
in full all amounts payable in accordance with Section 2.2(e). The Rights Agent
shall have no obligation to make any payments in lieu of fractional Rights
unless the Corporation shall have provided the Rights Agent with the necessary
funds to pay in full all amounts payable in accordance with Section 2.2(e).

        (b)     The Corporation shall not be required to issue fractions of
Common Shares upon exercise of the Rights or to distribute certificates which
evidence fractional Common Shares. In lieu of issuing fractional Common Shares,
the Corporation shall pay to the registered holders of Right Certificates at the
time such Rights are exercised as herein provided, an amount in cash equal to
the same fraction of the Market Price of one Common Share that the fraction of a
Common Share that would otherwise be issuable upon the exercise of such Right is
of a whole Common Share. The Rights Agent shall have no obligation to make any
payments in lieu of fractional Common Shares unless the Corporation shall have
provided the Rights Agent with the necessary funds to pay in full all amounts
payable in accordance with Section 2.2(e).


                                     - 38 -
<PAGE>

5.6     RIGHTS OF ACTION

        Subject to the terms of this Agreement, rights of action in respect of
this Agreement, other than rights of action vested solely in the Rights Agent,
are vested in the respective holders of the Rights, and any holder of any
Rights, without the consent of the Rights Agent or of the holder of any other
Rights may, on such holder's own behalf and for such holder's own benefit and
the benefit of other holders of Rights, enforce, and may institute and maintain
any suit, action or proceeding against the Corporation to enforce, or otherwise
act in respect of, such holder's right to exercise such holder's Rights in the
manner provided in such holder's Rights Certificate and in this Agreement.
Without limiting the foregoing or any remedies available to the holders of
Rights, it is specifically acknowledged that the holders of Rights would not
have an adequate remedy at law for any breach of this Agreement and will be
entitled to specific performance of the obligations under, and injunctive relief
against actual or threatened violations of the obligations of any Person subject
to, this Agreement.

5.7     HOLDER OF RIGHTS NOT DEEMED A SHAREHOLDER

        No holder, as such, of any Rights shall be entitled to vote, receive
dividends or be deemed for any purpose the holder of Common Shares or any other
securities which may at any time be issuable on the exercise of such Rights, nor
shall anything contained herein or in any Rights Certificate be construed to
confer upon the holder of any Rights, as such, any of the rights of a
shareholder of the Corporation or any right to vote for the election of
directors or upon any matter submitted to shareholders at any meeting thereof,
or to give or withhold consent to any corporate action, or to receive notice of
meetings or other actions affecting shareholders (except as provided in Section
5.8 hereof), or to receive dividends or subscription rights, or otherwise, until
such Rights shall have been exercised in accordance with the provisions hereof.

5.8     NOTICE OF PROPOSED ACTIONS

        If after the Separation Time and prior to the Expiration Time:

        (i)     there shall occur an adjustment in the Rights attaching to the
                Rights pursuant to Section 3.1 as a result of the occurrence of
                a Flip-in Event; or

        (ii)    the Corporation proposes to effect the liquidation, dissolution
                or winding up of the Corporation or the sale of all or
                substantially all of the Corporation's assets;

then, in each such case, the Corporation shall give to each holder of a Right,
in accordance with Section 5.9, a notice of such event or proposed action, which
shall specify the date on which such change to the Rights, liquidation,
dissolution or winding up occurred or is to take place, and such notice shall be
so given within 10 Business Days after the occurrence of a change to the Rights
and not less than 20 Business Days prior to the date of taking such proposed
action by the Corporation.

5.9     NOTICES

        Any notice, demand or other communication required or permitted to be
given or made by the Rights Agent or by the holder of any Rights to or on the
Corporation or by the Corporation or by the


                                     - 39 -
<PAGE>

holder of any Rights to or on the Rights Agent shall be in writing and shall be
well and sufficiently given or made if:

        (i)     delivered in person during normal business hours on a Business
                Day and left with the receptionist or other responsible employee
                at the relevant address set forth below; or

        (ii)    except during any general interruption of postal services due to
                strike, lockout or other cause, sent by first-class mail; or

        (iii)   sent by telegraph, facsimile or other form of recorded
                electronic communication, charges prepaid and confirmed in
                writing as aforesaid;

if to the Corporation, addressed to it at:

                Kinross Gold Corporation
                Scotia Plaza, 40 King Street West
                52nd Floor
                Toronto, Ontario  M5H 3Y2

                Attention:      Shelley Riley,
                                Vice President, Administration and
                                Corporate Secretary
                Fax No.:        416-363-6612

and if to the Rights Agent, addressed to it at:

                Computershare Investor Services Inc.
                100 University Avenue, 8th Floor
                Toronto, Ontario    M5J 2Y1

                Attention:      Paul Allen
                Fax No.:        416-263-9261

Notices, demands or other communications required or permitted to be given or
made by the Corporation or the Rights Agent to or on the holder of any Rights
shall be in writing and shall be well and sufficiently given or made if
delivered personally to such holder or delivered or mailed by first class mail
to the address of such holder as it appears on the Rights Register maintained by
the Rights Registrar, or, prior to the Separation Time, in the register of
Shareholders maintained by the transfer agent for the Common Shares.

        Any notice so given or made shall be deemed to have been given and to
have been received on the day of delivery, if so delivered; on the third
Business Day (excluding each day during which there exists any general
interruption of postal service due to strike, lockout, or other cause) following
the mailing thereof, if so mailed; and on the day of telegraphing, telecopying
or sending of the same by other means of recorded electronic communication
(provided such sending is during the normal business hours of the addressee on a
Business Day and if not, on the first Business Day thereafter). Each of the
Corporation and the Rights Agent


                                     - 40 -
<PAGE>

may from time to time change its address for notice by notice to the other given
in the manner aforesaid.

5.10    COSTS OF ENFORCEMENT

        The Corporation agrees that if the Corporation fails to fulfill any of
its obligations pursuant to this Agreement, then the Corporation shall reimburse
the holder of any Rights for the costs and expenses (including reasonable legal
fees) incurred by such holder and actions to enforce his rights pursuant to any
Rights or this Agreement.

5.11    SUCCESSORS

        All the covenants and provisions of this Agreement by or for the benefit
of the Corporation or the Rights Agent shall bind and inure to the benefit of
their respective successors and permitted assigns hereunder.

5.12    BENEFITS OF THIS AGREEMENT

        Nothing in this Agreement shall be construed to give to any Person other
than the Corporation, the Rights Agent and the holders of the Rights any legal
or equitable right, remedy or claim under this Agreement; but this Agreement
shall be for the sole and exclusive benefit of the Corporation, the Rights Agent
and the holders of the Rights.

5.13    GOVERNING LAW

        This Agreement and each Right issued hereunder shall be deemed to be a
contract made under the laws of the Province of Ontario and for all purposes
shall be governed by and construed in accordance with the laws of such Province
applicable to contracts to be made and performed entirely within such Province.

5.14    COUNTERPARTS

        This Agreement may be executed in any number of counterparts and each of
such counterparts shall for all purposes be deemed to be an original, and all
such counterparts shall together constitute but one and the same instrument.

5.15    SEVERABILITY

        If any term or provision hereof or the application thereof to any
circumstance shall, in any jurisdiction and to any extent, be invalid or
unenforceable, such term or provision shall be ineffective as to such
jurisdiction to the extent of such invalidity or unenforceability without
invalidating or rendering unenforceable the remaining terms and provisions
hereof or the application of such term or provision to circumstances other than
those as to which it is held invalid or unenforceable.


                                     - 41 -
<PAGE>

5.16    DETERMINATIONS AND ACTIONS BY THE BOARD OF DIRECTORS

        The Board of Directors shall have the exclusive power and authority to
administer this Agreement and to exercise all rights and powers specifically
granted to the Board of Directors, or as may be necessary or advisable in the
administration of this Agreement, including, without limitation, the right and
power to (i) interpret the provisions of this Agreement and (ii) make all
determinations deemed necessary or advisable for the administration of this
Agreement (including a determination to terminate or redeem or not to terminate
or redeem the Rights or to amend the Agreement). All such actions, calculations
and determinations (including all omissions with respect to the foregoing) which
are done or made by the Board of Directors, in good faith, shall not subject the
Board of Directors to any liability to the holders of the Rights.

5.17    EFFECTIVE DATE

        This Agreement is effective in accordance with its terms from the date
hereof; provided that unless confirmed by ordinary resolution passed by a
majority of the votes cast by Independent Shareholders present in person or
voting by proxy and who vote in respect of confirmation of this Agreement at a
special meeting of shareholders of the Corporation to be held not later than
September 29, 2006, this Agreement shall be of no further force or effect and
all Rights issued hereunder shall be void from the first to occur of (i) the
termination of such meeting, and (ii) the Close of Business (Toronto time) on
September 29, 2006.

5.18    APPROVAL OF HOLDERS OF RIGHTS

        If, after the Separation Time, the approval of holders of Rights is
required in respect of a supplement or amendment to this Agreement made pursuant
to Section 5.4 hereof, the Board of Directors shall, within 31 days after the
implementation of any such supplement or amendment, call a special meeting of
the holders of Rights to consider, and if thought fit, to pass a resolution
approving the supplement or amendment, and such supplement or amendment shall be
deemed to have been approved if such resolution receives the affirmative vote of
a majority of the votes cast by holders of Rights represented at the meeting in
person or by proxy excluding any Rights which are then void pursuant to the
provisions of subsection 3.1(b) hereof. In respect of any such meeting required
to be held:

        (i)     the Board of Directors shall fix a date for the meeting, which
                date shall be as soon as practicable after the implementation of
                any supplement or amendment requiring approval, but not more
                than 110 days thereafter;

        (ii)    the Board of Directors of the Corporation shall fix a record
                date for determining the holders of Rights entitled to receive
                notice of such meeting in a manner analogous to the procedures
                set out in National Instrument 54-101 of the Canadian Securities
                Administrators (as such policy may be amended or replaced from
                time to time, and as required in order to conform to the
                requirements of any applicable securities legislation or policy)
                and the rules of any stock exchange on which the Common Shares
                are then listed, and the articles and by-laws of the
                Corporation; and


                                     - 42 -
<PAGE>

        (iii)   each Right shall be entitled to one vote at such meeting and, in
                all other respects, the rules applicable to meetings of
                shareholders set forth in the articles and by-laws of the
                Corporation shall apply in respect of such meeting of holders of
                Rights, MUTATIS MUTANDIS.

5.19    DECLARATION AS TO NON-CANADIAN AND NON-UNITED STATES HOLDERS

        If, upon the advice of outside counsel, any action or event contemplated
by this Agreement would require compliance with the securities laws or
comparable legislation of a jurisdiction outside of Canada and the United States
of America, the Board of Directors acting in good faith may take such actions as
it may deem appropriate to ensure that such compliance is not required,
including without limitation establishing procedures for the issuance to a
Canadian resident Fiduciary of Rights or securities issuable on exercise of
Rights, the holding thereof in trust for the Persons entitled thereto (but
reserving to the Fiduciary or to the Fiduciary and the Corporation, as the
Corporation may determine, absolute discretion with respect thereto) and the
sale thereof and remittance of the proceeds of such sale, if any, to the Persons
entitled thereto. In no event shall the Corporation or the Rights Agent be
required to issue or deliver Rights or securities issuable on exercise of Rights
to Persons who are citizens, residents or nationals of any jurisdiction other
than Canada and any province or territory thereof and the United States of
America and any state thereof in which such issue or delivery would be unlawful
without registration of the relevant Persons or securities for such purposes.

5.20    REGULATORY APPROVALS

        Any obligation of the Corporation or action or event contemplated by
this Agreement, or any amendment or supplement to this Agreement, shall be
subject to receipt of any requisite approval or consent from any governmental or
regulatory authority having jurisdiction including the Toronto Stock Exchange
while any securities of the Corporation are listed and posted for trading
thereon and for a period of 6 months thereafter.

5.21    U.S. REGISTRATION

        Notwithstanding anything to the contrary, no Rights shall be deemed
issued until a registration of the Rights under Section 12(b) of the U.S.
Securities Exchange Act of 1934, as amended, is effective, but, regardless of
when that registration shall become effective, the Rights shall be effective in
accordance with Section 2 in respect of each Common Share outstanding as the
Record Time and each Common Share that may be issued after the Effective Time
and prior to the earlier of the Separation Time and the Expiration Time.

5.22    TIME OF THE ESSENCE

        Time shall be of the essence in this Agreement.




                                     - 43 -
<PAGE>

        IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first above written,

                                        KINROSS GOLD CORPORATION


                                        By:_____________________________________


                                        By:_____________________________________


                                        COMPUTERSHARE INVESTOR SERVICES INC.


                                        By:_____________________________________


                                        By:_____________________________________




                                     - 44 -
<PAGE>

                                   EXHIBIT "A"

                          [FORM OF RIGHTS CERTIFICATE]

CERTIFICATE NO.____________                                   ____________RIGHTS

        THE RIGHTS ARE SUBJECT TO REDEMPTION, AT THE OPTION OF THE
        CORPORATION, ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT.
        UNDER CERTAIN CIRCUMSTANCES (SPECIFIED IN THE RIGHTS AGREEMENT),
        RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING PERSON OR ANY PERSON
        ACTING JOINTLY OR IN CONCERT WITH AN ACQUIRING PERSON OR WITH AN
        ASSOCIATE OR AFFILIATE OF AN ACQUIRING PERSON (AS SUCH TERMS ARE
        DEFINED IN THE RIGHTS AGREEMENT) OR TRANSFEREES OF ANY OF THE
        FOREGOING WILL BECOME VOID WITHOUT FURTHER ACTION.

                               RIGHTS CERTIFICATE

        This certifies that                     , or registered assigns, is the
registered holder of the number of Rights set forth above, each of which
entities the registered holder thereof, subject to the terms, provisions and
conditions of a Rights Agreement made as of March 29, 2006 (the "Rights
Agreement") between KINROSS GOLD CORPORATION, a corporation amalgamated under
the BUSINESS CORPORATIONS ACT (Ontario) (the "Corporation"), and Computershare
Investor Services Inc.., as Rights Agent, to purchase from the Corporation at
any time after the Separation Time and prior to the Expiration Time (as such
terms are defined in the Rights Agreement), one fully paid common share in the
capital of the Corporation (a "Common Share") (subject to adjustment as provided
in the Rights Agreement) at the Exercise Price referred to below, upon
presentation and surrender of this Rights Certificate with a duly completed and
executed Form of Election to Exercise at the principal office of the Rights
Agent in any of the Cities of Toronto, Montreal, Winnipeg, Calgary or Vancouver,
Canada. The Exercise Price shall initially be $90 per Right and shall be subject
to adjustment in certain events as provided in the Rights Agreement.

        This Rights Certificate is subject to all the terms, provisions and
conditions of the Rights Agreement which terms, provisions and conditions are
hereby incorporated herein by this reference and made a part hereof and to which
Rights Agreement reference is hereby made for a full description of the rights,
limitations of rights, obligations, duties and immunities thereunder of the
Rights Agent, the Corporation and the holders of the Rights Certificates. Copies
of the Rights Agreement are on file at the registered office of the Corporation
and are available upon written request.

        This Rights Certificate, with or without other Rights Certificates, upon
surrender at any office of the Rights Agent or any Co-Rights Agent designated
for such purpose, may be exchanged for another Rights Certificate or Rights
Certificates of like tenor and date evidencing an aggregate number of Rights
equal to the aggregate number of Rights evidenced by the Rights Certificate or
Rights Certificates so surrendered. If this Rights Certificate shall be
exercised in

<PAGE>

part, the registered holder shall be entitled to receive, upon surrender hereof,
another Rights Certificate or Rights Certificates for the number of whole Rights
not exercised.

        Subject to the provision of the Rights Agreement, the Rights evidenced
by this Certificate may be redeemed by the Corporation at a redemption price of
$0.00001 per Right.

        No fractional Common Shares will be issued upon the exercise of any
Right or Rights evidenced hereby nor will Rights Certificates be issued for less
than one whole Right. In lieu thereof, a cash payment will be made as provided
in the Rights Agreement.

        No holder of this Rights Certificate, as such, shall be entitled to vote
or receive dividends or be deemed for any purpose the holder of Common Shares or
of any other securities which may at any time be issuable on the exercise
hereof, nor shall anything contained in the Rights Agreement or herein be
construed to confer upon the holder hereof, as such, any of the rights of a
shareholder of the Corporation or any right to vote for the election of
directors or upon any matter submitted to shareholders at any meeting thereof,
or to give or withhold consent to any corporate action, or to receive notice of
meetings or other actions affecting shareholders (except as provided in the
Rights Agreement), or to receive dividends or subscription rights, or otherwise,
until the Rights evidenced by this Rights Certificate shall have been exercised
as provided in the Rights Agreement.

        This Rights Certificate shall not be valid or obligatory for any purpose
until it shall have been countersigned by the Rights Agent.

        WITNESS the facsimile signature of the proper officers of the
Corporation and its corporate seal.

Date:_____________________________

ATTEST:                                 KINROSS GOLD CORPORATION


                                        By:_____________________________________


                                        By:_____________________________________



Countersigned:

COMPUTERSHARE INVESTOR SERVICES INC.




By:_______________________________
     Authorized Signature




                                      - 2 -
<PAGE>

                  [Form of Reverse Side of Rights Certificate]

                               FORM OF ASSIGNMENT

                (To be executed by the registered holder if such
              holder desires to transfer the Rights Certificates.)

FOR VALUE RECEIVED _____________________________________________________________
hereby sells, assigns and transfers

unto ___________________________________________________________________________

________________________________________________________________________________
                  (Please print name and address of transferee)

this Rights Certificate, together with all right, title and interest therein,
and does hereby irrevocably constitute and appoint ___________________________
Attorney, to transfer the within Rights Certificate on the books of the
within-named Corporation, with full power of substitution.

Dated:____________________________


Signature Guaranteed
                                        ________________________________________
                                        Signature

(Signature must correspond to name as written upon the face of this Rights
Certificate in every particular, without alteration or enlargement or any change
whatsoever)

(Signature must be guaranteed by a Canadian Schedule I chartered bank, or a
financial institution that is a member of a recognized Medallion Signature
Guarantee Program (STAMP).

________________________________________________________________________________

                            (To be completed if true)
                                  CERTIFICATION

        THE UNDERSIGNED HEREBY REPRESENTS AND CERTIFIES, FOR THE BENEFIT OF ALL
HOLDERS OF RIGHTS AND COMMON SHARES, THAT THE RIGHTS EVIDENCED BY THIS RIGHTS
CERTIFICATE ARE NOT, AND, TO THE KNOWLEDGE OF THE UNDERSIGNED, HAVE NOT BEEN,
BENEFICIALLY OWNED BY AN ACQUIRING PERSON OR ANY PERSON ACTING JOINTLY OR IN
CONCERT WITH ANY ACQUIRING PERSON OR WITH ANY AFFILIATE OR ASSOCIATE THEREOF
(ALL AS DEFINED IN THE RIGHTS AGREEMENT).

________________________________________________________________________________
Signature

________________________________________________________________________________


                                     NOTICE

        IN THE EVENT THE CERTIFICATION SET FORTH ABOVE IS NOT COMPLETED IN
CONNECTION WITH A PURPORTED ASSIGNMENT, THE BENEFICIAL OWNER OF THE RIGHTS
EVIDENCED BY THIS RIGHTS CERTIFICATE WILL BE DEEMED TO BE AN ACQUIRING PERSON OR
A PERSON ACTING JOINTLY OR IN CONCERT WITH SUCH ACQUIRING PERSON OR AN AFFILIATE
OR ASSOCIATE OF SUCH ACQUIRING PERSON (ALL AS DEFINED IN THE RIGHTS AGREEMENT)
AND ACCORDINGLY THE RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE WILL BE NULL AND
VOID.

<PAGE>

                   [To be attached to each Rights Certificate]

                          FORM OF ELECTION TO EXERCISE

                      (To be executed if holder desires to
                        exercise the Rights Certificate.)

TO:
        The undersigned hereby irrevocably elects to exercise
______________________ whole Rights represented by the attached Rights
Certificate to purchase the Shares issuable upon the exercise of such Rights and
requests that certificates for such Shares be issued in the name of:

________________________________________________________________________________

Address:

________________________________________________________________________________

________________________________________________________________________________

Social Insurance, Social Security or
Other Taxpayer Identification Number: __________________________________________

If such number of Rights shall not be all the whole Rights evidenced by this
Rights Certificate, a new Rights Certificate for the balance of such whole
Rights shall he registered in the name of and delivered to:

Address:

________________________________________________________________________________

________________________________________________________________________________

Social Insurance, Social Security or
Other Taxpayer Identification Number: __________________________________________

Dated:____________________________



Signature Guaranteed:
                                        ________________________________________
                                        Signature

                                        (Signature must correspond to name as
                                        written upon the face of this Rights
                                        Certificate in every particular, without
                                        alteration or enlargement or any change
                                        whatsoever)

<PAGE>

        (Signature must be guaranteed by a Canadian Schedule I chartered bank,
or a financial institution that is a member of a recognized Medallion Signature
Guarantee Program (STAMP).

________________________________________________________________________________
                            (TO BE COMPLETED IF TRUE)

                                  CERTIFICATION

        THE UNDERSIGNED HEREBY REPRESENTS, FOR THE BENEFIT OF SILL HOLDERS OF
RIGHTS AND SHARES, THAT THE RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE ARE NOT,
AND, TO THE KNOWLEDGE OF THE UNDERSIGNED, HAVE NEVER BEEN, BENEFICIALLY OWNED BY
AN ACQUIRING PERSON OR ANY PERSON ACTING JOINTLY OR IN CONCERT WITH ANY
ACQUIRING PERSON OR WITH ANY AFFILIATE OR ASSOCIATE THEREOF (ALL AS DEFINED IN
THE RIGHTS AGREEMENT).

                                        ________________________________________
                                        Signature

________________________________________________________________________________

                                     NOTICE

        IN THE EVENT THE CERTIFICATION SET FORTH ABOVE IS NOT COMPLETED IN
CONNECTION WITH A PURPORTED EXERCISE, THE BENEFICIAL OWNER OF THE RIGHTS
EVIDENCED BY THIS RIGHTS CERTIFICATE WILL BE DEEMED TO BE AN ACQUIRING PERSON OR
A PERSON ACTING JOINTLY OR IN CONCERT WITH AN ACQUIRING PERSON OR AN AFFILIATE
OR ASSOCIATE OF AN ACQUIRING PERSON (ALL AS DEFINED IN THE RIGHTS AGREEMENT) AND
ACCORDINGLY WILL DEEM THE RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE WILL BE
NULL AND VOID.




                                      - 2 -
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.3
<SEQUENCE>4
<FILENAME>tex99_3-9823.txt
<DESCRIPTION>EX-99.3
<TEXT>
<PAGE>

                                                 40 King Street West, 52nd Floor
                                                             Toronto, ON M5H 3Y2
                                                               Tel: 416 365 5123
                                                               Fax: 416 363 6622
[LOGO] KINROSS                                           Toll Free: 866-561-3636
- --------------------------------------------------------------------------------

                                                                   PRESS RELEASE
                                                                  APRIL 10, 2006

              KINROSS ANNOUNCES APPOINTMENT OF GEOFFREY P. GOLD AS
                               CHIEF LEGAL OFFICER

TORONTO - KINROSS GOLD CORPORATION (TSX-K; NYSE-KGC) ("Kinross" or the
"Company") is pleased to announce the appointment of Geoffrey P. Gold as Senior
Vice President and Chief Legal Officer of Kinross effective May 24, 2006.

With more than 12 years in the mining industry, Mr. Gold has extensive
experience (both domestic and international) in the oversight, management and
resolution of material legal issues (corporate and operational). He joins
Kinross from Placer Dome where he was most recently Vice President, Assistant
Secretary and Associate General Counsel.

Mr. Gold completed his bachelor of laws and a bachelor of commerce (with
honours) from the University of British Columbia and was called to the bar in
1990. He also served five years in private practice as an Associate with the
Vancouver law firm Bull, Houser & Tupper.

"Our four-point plan includes attracting and retaining the best people in the
industry and Geoff is an example of our success in strengthening the Kinross
leadership team. Kinross will benefit from Geoff's experience and leadership in
strategic development and financial transactions as well as his excellence in
corporate governance and transparency."

This appointment follows the May 30, 2006 retirement of John Ivany, Executive
Vice President for Kinross. Mr. Ivany has been with Kinross since 1995 and has
been instrumental in growing Kinross to become the third largest primary gold
producer in North America.

"John has played a key role in Kinross' growth through strong leadership and
guidance. His wisdom and experience will be missed," added Mr. Burt. "Senior
management and the Board of Directors wish to thank John for his valuable
contribution to the Company and wish him well in his retirement."

ABOUT KINROSS GOLD CORPORATION

Kinross, a world-class gold company based in Canada, has since 1993 become the
third largest primary gold producer in North America and the seventh largest in
the world. With nine mines in stable countries including Canada, the United
States, Brazil and Chile, Kinross employs more than 4,000 people worldwide.

Kinross' strong balance sheet and no-gold hedging policy allow it to take full
advantage of increasing cash flow, revenues and profit margins per ounce of
gold. Kinross is focused on a strategic objective to maximize net asset value
and cash flow per share through a four-point plan built on growth from core
operations; expanding capacity for the future; attracting and

<PAGE>

retaining the best people in the industry; and driving new opportunities through
exploration and acquisition.

Kinross maintains listings on the New York Stock Exchange (symbol:KGC) and on
the Toronto Stock Exchange (symbol:K).


- --------------------------------------------------------------------------------
For additional information, e-mail INFO@KINROSS.COM or contact:

INVESTOR RELATIONS CONTACT:             MEDIA CONTACT:

TRACEY M. THOM                          TIM TUTSCH
DIRECTOR, INVESTOR RELATIONS            WILCOX GROUP
& CORPORATE COMMUNICATIONS              FOR KINROSS GOLD
Tel. (416) 365-1362                     Tel. (416) 203-6666
tracey.thom@kinross.com                 tim.tutsch@wilcoxgroup.com




                                                                          Page 2
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.4
<SEQUENCE>5
<FILENAME>tex99_4-9823.txt
<DESCRIPTION>EX-99.4
<TEXT>
<PAGE>

                            KINROSS GOLD CORPORATION

 NOTICE OF THE COMBINED 2005 AND 2006 ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the combined 2005 and 2006 Annual and Special
Meeting of Shareholders (the "Meeting") of Kinross Gold Corporation (the
"Company") will be held at the Fairmont Royal York Hotel, 18th Floor, 100 Front
Street West, Toronto, Ontario, on Thursday, May 4, 2006 at 9:00 a.m. (Toronto
time), for the following purposes:

(a)     To receive and consider the audited consolidated financial statements of
        the Company for the years ended December 31, 2004 and 2005 and the
        reports of the auditors thereon;

(b)     To elect directors of the Company for the ensuing year;

(c)     To ratify the appointment of KPMG LLP, Chartered Accountants, as
        auditors of the Company for the 2005 financial year and re-appoint them
        for the ensuing year and to authorize the directors to fix their
        remuneration;

(d)     To consider and, if deemed appropriate, to pass, with or without
        variation, a resolution approving an amendment to the share incentive
        plan of the Company to increase the number of common shares issuable
        thereunder from 9,833,333 to 12,833,333 as more fully described in the
        attached Management Information Circular;

(e)     To consider and, if deemed appropriate, to pass, with or without
        variation, a resolution approving an amendment to the share incentive
        plan of the Company to extend the expiry term of Options issued after
        December 21, 2005, when such Options expire during a corporate trading
        blackout period, as more fully described in the accompanying Management
        Information Circular;

(f)     To consider and, if deemed appropriate, to pass, with or without
        variation, a resolution approving an amendment to the restricted share
        plan of the Company to increase the number of common shares issuable
        thereunder from 1,333,333 to 4,000,000, as more fully described in the
        accompanying Management Information Circular;

(g)     To consider and, if deemed appropriate, to pass with or without
        variation, a resolution approving the adoption of a shareholder rights
        plan as more fully described in the accompanying Management Information
        Circular; and

(h)     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 by resolution fixed the close of
business on March 30, 2006 as the record date, being the date for the
determination of the registered holders of common shares entitled to notice of
the Meeting and any adjournment thereof.

The Board of Directors of the Company has by resolution fixed at 4:30 p.m. on
May 2, 2006 (or 48 hours before any adjournment of the meeting, excluding
Saturdays, Sundays and holidays) as the time before which proxies to be used or
acted upon at the Meeting shall be deposited with the Company's transfer agent.

DATED at Toronto, Ontario this 3rd day of April, 2006.

                                        By Order of the Board of Directors

                                        "SHELLEY M. RILEY"
                                        ----------------------------------------
                                        Shelley M. Riley
                                        Vice President Administration and
                                        Corporate Secretary

<PAGE>

                            KINROSS GOLD CORPORATION

                         MANAGEMENT INFORMATION CIRCULAR

SOLICITATION OF PROXIES

THIS MANAGEMENT INFORMATION CIRCULAR IS FURNISHED IN CONNECTION WITH THE
SOLICITATION OF PROXIES BY THE MANAGEMENT OF KINROSS GOLD CORPORATION (THE
"COMPANY" OR "KINROSS") FOR USE AT THE COMBINED 2005 AND 2006 ANNUAL AND SPECIAL
MEETING OF SHAREHOLDERS (THE "MEETING") OF THE COMPANY TO BE HELD AT THE TIME
AND PLACE AND FOR THE PURPOSES SET FORTH IN THE ACCOMPANYING NOTICE OF MEETING.
Due to the need to restate the Company's consolidated financial statements for
the years ended December 31, 2003 and 2004, the Company had to postpone its 2005
annual shareholders' meeting. Accordingly, the Meeting for which this
solicitation is being made has been called as a combined 2005 and 2006 annual
meeting of shareholders. References in this Management Information Circular to
the Meeting include any adjournment or adjournments thereof. It is expected that
the solicitation will be primarily by mail, however, 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 solicit proxies for the Company for a fee
of Cdn.$35,000.00 in respect of its services. The cost of solicitation will be
borne by the Company.

The Board of Directors of the Company (the "Board") has fixed the close of
business on March 30, 2006 as the record date, being the date for the
determination of the registered holders of securities entitled to receive notice
of the Meeting. Duly completed and executed proxies must be received by the
Company's transfer agent at the address indicated on the enclosed envelope no
later than 4:30 p.m. (Toronto time) on May 2, 2006, or no later than 48 hours
(excluding Saturdays, Sundays and holidays) before the time of any adjourned
Meeting.

Unless otherwise stated, the information contained in this Management
Information Circular is as of April 3, 2006. All dollar amounts referenced
herein, unless otherwise indicated, are expressed in United States dollars and
Canadian dollars are referred to as "Cdn$".

APPOINTMENT AND REVOCATION OF PROXIES

The persons named in the enclosed form of proxy are officers or directors of the
Company. A SHAREHOLDER DESIRING TO APPOINT SOME OTHER PERSON, WHO NEED NOT BE A
SHAREHOLDER, TO REPRESENT HIM AT THE MEETING, MAY DO SO BY INSERTING SUCH
PERSON'S NAME IN THE BLANK SPACE PROVIDED IN THE ENCLOSED FORM OF PROXY OR BY
COMPLETING ANOTHER PROPER FORM OF PROXY AND, IN EITHER CASE, DEPOSITING THE
COMPLETED AND EXECUTED PROXY AT THE OFFICE OF THE COMPANY'S TRANSFER AGENT
INDICATED ON THE ENCLOSED ENVELOPE NO LATER THAN 4:30 P.M. (TORONTO TIME) ON MAY
2, 2006, OR NO LATER THAN 48 HOURS (EXCLUDING SATURDAYS, SUNDAYS AND HOLIDAYS)
BEFORE THE TIME OF ANY ADJOURNED MEETING.

A shareholder forwarding the enclosed proxy may indicate the manner in which the
appointee is to vote with respect to any specific item by checking the
appropriate space. If the shareholder giving the proxy wishes to confer a
discretionary authority with respect to any item of business, then the space
opposite the item is to be left blank. The shares represented by the proxy
submitted by a shareholder will be voted in accordance with the directions, if
any, given in the proxy.

A proxy given pursuant to this solicitation may be revoked by an instrument in
writing executed by a shareholder or by a shareholder's attorney authorized in
writing (or, if the shareholder is a corporation, by a duly authorized officer
or attorney) and deposited either at the registered office of the Company (40
King Street West, Suite 5200, Toronto, ON M5H 3Y2; Attention: Shelley M. Riley,
Vice President, Administration and Corporate Secretary) or at the offices of
Computershare Investor Services Inc., 100 University Avenue, 11th floor,
Toronto, Ontario, M5J 2Y1 at any time up to 4:30 p.m. on the last business day
preceding the day of the Meeting or with the Chairman of the Meeting on the day
of the Meeting or in any other manner permitted by law.

<PAGE>

EXERCISE OF DISCRETION BY PROXIES

The persons named in the enclosed form of proxy will vote the shares in respect
of which they are appointed in accordance with the direction of the shareholders
appointing them. IN THE ABSENCE OF SUCH DIRECTION, SUCH SHARES WILL BE VOTED IN
FAVOUR OF THE PASSING OF ALL THE RESOLUTIONS DESCRIBED BELOW. THE ENCLOSED FORM
OF PROXY CONFERS DISCRETIONARY AUTHORITY UPON THE PERSONS NAMED THEREIN WITH
RESPECT TO AMENDMENTS OR VARIATIONS TO MATTERS IDENTIFIED IN THE NOTICE OF
MEETING AND WITH RESPECT TO OTHER MATTERS WHICH MAY PROPERLY COME BEFORE THE
MEETING. At the time of printing of this Management Information Circular,
management knows of no such amendments, variations or other matters to come
before the Meeting. However, if any other matters which are not now known to
management should properly come before the Meeting, the proxy will be voted on
such matters in accordance with the best judgment of the named proxies.

VOTING BY REGISTERED AND NON-REGISTERED SHAREHOLDERS

A holder of common shares of the Company (the "Common Shares") may own such
shares in one or both of the following ways. If a shareholder is in possession
of a physical share certificate, such shareholder is a "registered" shareholder
and his or her name and address are maintained by Kinross through its transfer
agent, Computershare Investor Services Inc. If a shareholder owns shares through
a bank, broker or other nominee, such shareholder is a "beneficial" shareholder
and he or she will not have a physical share certificate. Such shareholder will
have an account statement from his or her bank or broker as evidence of his or
her share ownership.

A registered shareholder may vote a proxy in his or her own name at any time by
telephone, internet or by mail, in accordance with the instruction appearing on
the enclosed form of proxy and/or a registered shareholder may attend the
Meeting and cast a ballot. Because a registered shareholder is known to Kinross
and its transfer agent, his or her account can be confirmed and his or her vote
recorded or changed if such registered shareholder has previously voted. This
procedure prevents a shareholder from voting his or her shares more than once.
Only the registered shareholder's latest dated proxy card will be valid.

Most shareholders are "beneficial owners" who are non-registered shareholders.
Their Common Shares are registered in the name of an intermediary, such as a
securities broker, financial institution, trustee, custodian or other nominee
who holds the shares on their behalf, or in the name of a clearing agency in
which the intermediary is a participant (such as The Canadian Depository for
Securities Limited). Intermediaries have obligations to forward meeting
materials to the non-registered holders, unless otherwise instructed by the
holder (and as required by regulation in some cases, despite such instructions).

Only registered shareholders or their duly appointed proxyholders are permitted
to vote at the meeting. Non-registered holders should follow the directions of
their intermediaries with respect to the procedures to be followed for voting.
Generally, intermediaries will provide non-registered holders with either: (a) a
voting instruction form for completion and execution by the non-registered
holder, or (b) a proxy form, executed by the intermediary and restricted to the
number of shares owned by the non-registered holder, but otherwise uncompleted.
These are procedures to permit the non-registered holders to direct the voting
of the common shares which they beneficially own.

If the non-registered holder wishes to attend and vote in person at the meeting,
they must insert their own name in the space provided for the appointment of a
proxyholder on the voting instruction form or proxy form provided by the
intermediary and carefully follow the intermediary's instructions for return of
the executed form or other method of response.

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

As of March 31, 2006, 346,492,373 Common Shares in the capital of the Company
were issued and outstanding. Each Common Share entitles the holder thereof to
one vote on all matters to be acted upon at the Meeting. The record date for the
determination of shareholders entitled to receive notice of the Meeting has been
fixed at March 30, 2006. In accordance with the provisions of the BUSINESS
CORPORATIONS ACT (Ontario) (the "OBCA"), the Company will prepare a list of
holders of Common Shares as


                                     - 2 -
<PAGE>

of such record date. Each holder of Common Shares named in the list will be
entitled to vote the shares shown opposite his or her name on the list at the
Meeting, except to the extent that (a) the shareholder has transferred any of
his or her shares after the record date, and (b) the transferee of those shares
produces properly endorsed share certificates or otherwise establishes that he
or she owns such shares and demands not later than ten days prior to the Meeting
that his or her name be included in the list before the Meeting, in which case
the transferee is entitled to vote his or her shares at the Meeting. All such
holders of record of Common Shares are entitled either to attend and vote
thereat in person the Common Shares held by them or, provided a completed and
executed proxy shall have been delivered to the Company's transfer agent within
the time specified in the attached Notice of Meeting, to attend and vote thereat
by proxy the Common Shares held by them.

To the knowledge of the directors and executive officers of the Company, as of
the date hereof, there are no persons or companies who beneficially owns,
directly or indirectly, or exercises control or direction over, voting
securities of the Company carrying more than 10% of the voting rights attached
to any class of voting securities of the Company.

STATEMENT OF EXECUTIVE COMPENSATION

The following tables provide information for (1) the years ended December 31,
2005, 2004 and 2003 and (2) the years ended December 31, 2004, 2003 and 2002
regarding the annual compensation paid to or earned by the Company's President
and Chief Executive Officers, the Company's Chief Financial Officers and the
three other executive officers most highly compensated whose total salary and
bonuses exceeded Cdn$150,000 for the years 2005 and 2004 (and an additional
officer for 2005 who was no longer with the Company as of December 31, 2005)
(the "Named Executive Officers").

<TABLE>
<CAPTION>
                                                SUMMARY COMPENSATION TABLE
                                                       FOR YEAR 2005

====================================================================================================================================

                                      ANNUAL COMPENSATION                      LONG-TERM COMPENSATION
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                               AWARDS               PAYOUTS
                                                                    --------------------------- ---------------
                                                                      SECURITIES   SHARES OR
                                                         OTHER           UNDER       UNITS
                                                         ANNUAL        OPTIONS/    SUBJECT TO         LTIP            ALL OTHER
                                                         COMPEN-         SARS        RESALE          PAYOUTS       COMPENSATION(9)
     NAME AND                    SALARY     BONUS       SATION (7)    GRANTED(3)  RESTRICTIONS         ($)               ($)
PRINCIPAL POSITION     YEAR        ($)       ($)           ($)            (#)      RESTRICTED
                                                                                     SHARE
                                                                                  RIGHTS(3)(8)
                                                                                       ($)
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                    <C>       <C>         <C>        <C>           <C>         <C>                 <C>           <C>
Robert M. Buchan(2)    2005      206,350        Nil       15,861             Nil         Nil           N/A                  -
Former President &     2004      768,300    576,225       28,331         133,326     775,453           N/A          6,671,059
Chief Executive        2003      713,500    535,125       63,639         100,000     388,857           N/A             51,786
Officer
- ------------------------------------------------------------------------------------------------------------------------------------
Tye W. Burt(2)         2005      471,430    660,320       16,699         150,000     630,441 (3)(4)    N/A          1,378,884 (3)(4)
President and Chief    2004          N/A        N/A          N/A             N/A         N/A           N/A                N/A
Executive Officer      2003          N/A        N/A          N/A             N/A         N/A           N/A                N/A
- ------------------------------------------------------------------------------------------------------------------------------------
Lars-Eric Johansson    2005      256,286        Nil       14,724             Nil     229,879 (3)       N/A             78,896
Senior Vice            2004      134,453        Nil          616         102,740     243,425           N/A            414,529
President & Chief      2003          N/A        N/A          N/A             N/A         N/A           N/A                N/A
Executive Officer
- ------------------------------------------------------------------------------------------------------------------------------------
Scott A. Caldwell      2005      376,449    331,710       81,206          82,424     336,235 (3)       N/A          1,235,489 (5)
Executive Vice         2004      344,682    251,426       48,043          79,867     302,794           N/A            251,025
President and Chief    2003      273,806    121,295        7,222          53,125     132,211           N/A             15,500
Operating Officer
- ------------------------------------------------------------------------------------------------------------------------------------
John W. Ivany          2005      305,408    183,245        8,933             Nil     404,533 (3)       N/A             88,289
Executive Vice         2004      274,667    153,660        6,253          62,849     193,861           N/A            295,321
President              2003      237,685    102,030        9,070          44,688     111,213           N/A             18,597
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                     - 3 -
<PAGE>
<TABLE>
<CAPTION>
====================================================================================================================================

                                      ANNUAL COMPENSATION                      LONG-TERM COMPENSATION
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                               AWARDS               PAYOUTS
                                                                    --------------------------- ---------------
                                                                      SECURITIES   SHARES OR
                                                         OTHER           UNDER       UNITS
                                                         ANNUAL        OPTIONS/    SUBJECT TO         LTIP            ALL OTHER
                                                         COMPEN-         SARS        RESALE          PAYOUTS       COMPENSATION(9)
     NAME AND                    SALARY     BONUS       SATION (7)    GRANTED(3)  RESTRICTIONS         ($)               ($)
PRINCIPAL POSITION     YEAR        ($)       ($)           ($)            (#)      RESTRICTED
                                                                                     SHARE
                                                                                  RIGHTS(3)(8)
                                                                                       ($)
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                    <C>       <C>         <C>        <C>           <C>         <C>                 <C>           <C>
Hal Kirby((6))         2005      163,257      74,276      10,778           9,605     216,094           N/A             125,281 (6)
Vice President,        2004      130,561      96,762      45,042          18,614      23,261           N/A               5,809
Corporate Controller   2003      167,999      47,000      55,708          12,656      26,248           N/A               6,222
- ------------------------------------------------------------------------------------------------------------------------------------
Allan D.               2005      201,615     256,732       2,519             Nil         Nil           N/A             695,863
Schoening(10)          2004      214,023      72,259       1,635          24,638     110,499           N/A                 Nil
Former Sr. Vice        2003      161,679      81,282       1,241          47,156      61,904           N/A               8,854
President, Human
Resources and
Community Relations
====================================================================================================================================
</TABLE>
- ---------------------------
(1)     Compensation, which is paid in Canadian dollars, is reported in United
        States dollars. The rates of exchanges used to convert Canadian dollars
        to United States dollars are: 2003 - 0.7135, 2004 - 0.7683, 2005 -
        0.8254.
(2)     Mr. Buchan resigned as President and Chief Executive Officer and was
        succeeded by Mr. Tye W. Burt in March 2005. Mr. Buchan's change of
        control agreement with the Company was triggered by the TVX and Echo Bay
        merger (see "Employment Contracts"). Mr. Buchan received a lump sum
        payment of $5,250,755 and his ERAP was credited with $504,197. In
        addition, Mr. Buchan's ERAP was credited during 2004, with the sum of
        $916,107 for prior year's services, consistent with the practice for
        other senior officers, see footnote 9.
(3)     As the Named Executive Officers were subject to a management cease trade
        order in 2005 which was lifted in February 2006 and a blackout period on
        trading until April 3, 2006, Kinross was not in a position to grant such
        officers their annual allocation of options and Restricted Share Rights
        at year end, in accordance with its usual practice. Accordingly, the
        options and Restricted Share Rights which are reported above were not
        granted until April 3, 2006.
(4)     When Mr. Burt was hired in March of 2005, his employment offer letter
        recognized the significant benefits he was forfeiting under his then
        employer's long term incentive plans. Accordingly, the Company agreed to
        issue replacement securities to replace the securities being forfeited,
        and Mr. Burt's agreement contained certain adjustment mechanisms if it
        was not possible to grant securities of the Company as a result of the
        management cease trade order then in place. In April 2006, when it was
        possible to grant such securities to Mr. Burt, he received 379,609
        Restricted Share Rights, 450,000 options and a payment of $1,238,100
        (which is included in the amount under "All Other Compensation")
        pursuant to his employment offer letter, referable to the benefits he
        forfeited with his previous employer. The Restricted Share Units to
        which Mr. Burt was entitled on his hire date, were valued at $2,365,636
        as at such date. Mr. Burt declined an additional 6,000 Restricted Share
        Rights which were proposed as part of his 2005 annual compensation.
(5)     Mr. Caldwell received a retention payment in consideration for
        forfeiting a change of control entitlement payable in the event of his
        departure.
(6)     Mr. Kirby was appointed Vice President, Corporate Controller in June,
        2005. Mr. Kirby received a retention payment of $103,175 in 2005.
(7)     This section includes payments made in connection with parking, car
        allowance, club dues, life insurance, contributions to the employee
        share purchase plan, relocation expenses, and vested Restricted Share
        Rights.
(8)     Amounts shown represent Restricted Share Rights granted as part of the
        annual compensation package of each Named Executive Officer, valued at
        the date of the grant based on the market price of the Common Shares on
        the TSX on such date. From January 1, 2005 to and including April 3,
        2006, the following numbers of Restricted Share Rights were granted to
        the Named Executive Officers: Mr. Buchan: Nil; Mr. Burt: 60,000; Mr.
        Johansson: 21,878, Mr. Caldwell: 32,000, Mr. Ivany: 38,500, Mr. Kirby:
        20,565 and Mr. Schoening: Nil. As at April 3, 2006, the aggregate number
        and value of Restricted Share Rights held by the Named Executive
        Officers were as follows: Mr. Buchan: 153,413 Restricted Share Rights -
        $1,952,947; Mr. Burt: 60,000 Restricted Share Rights - $630,441
        (excluding Restricted Share Rights granted upon being hired); Mr.
        Johansson: 60,485 Restricted Share Rights - $769,974; Mr. Caldwell:
        74,357 Restricted Share Rights - $946,564; Mr. Ivany: 78,653 Restricted
        Share Rights - $1,001,253; Mr. Kirby: 25,918 Restricted Share Rights -
        $329,936; Mr. Schoening: Nil Restricted Share Rights - Nil$. In
        accordance with his employment offer letter Mr. Burt was also granted
        379,609 Restricted Share Rights in April 2006 for forfeiting the
        benefits of incentive securities he held with his previous employer, in
        accordance with his employment offer letter of March 2005. Restricted
        Share Rights generally vest as to one third at the first anniversary
        date of the grant, one third on the second anniversary date of grant and
        one third on the third anniversary date of the grant, except that in
        March 2006, Mr. Burt received 21,500 vested Restricted Share Rights, and
        358,109 Restricted Share Rights vesting January 1, 2007 which had been
        committed to him in his March 2005 employment offer letter; Mr. Kirby
        received 10,000 Restricted Share Rights in April 2006 vesting as to one
        third on May 31, 2006, one third on May 31, 2007 and one third on May
        31, 2008. The vesting of such Restricted Share Rights was aligned with
        Mr. Kirby's promotion date rather than with the grant date.
(9)     This section includes contributions made to each Named Executive
        Officer's retirement allowance ("ERAP" and registered retirement savings
        plan of "RRSP"). In the case of Messrs. Buchan, Caldwell and Ivany
        payments were made to the ERAP for prior years' services.


                                     - 4 -
<PAGE>

(10)    Mr. Schoening's employment with Kinross ended in 2005 and as part of his
        severance, Mr. Schoening received a lump sum of $405,787 and $290,076
        was credited to his executive retirement allowance.

<TABLE>
<CAPTION>
                                                SUMMARY COMPENSATION TABLE
                                                       FOR YEAR 2004

====================================================================================================================================

                                      ANNUAL COMPENSATION                      LONG-TERM COMPENSATION
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                               AWARDS               PAYOUTS
                                                                    --------------------------- ---------------
                                                                      SECURITIES   SHARES OR
                                                         OTHER           UNDER       UNITS
                                                         ANNUAL        OPTIONS/    SUBJECT TO         LTIP            ALL OTHER
                                                         COMPEN-         SARS        RESALE          PAYOUTS       COMPENSATION(7)
     NAME AND                    SALARY     BONUS       SATION (5)      GRANTED   RESTRICTIONS         ($)               ($)
PRINCIPAL POSITION     YEAR        ($)       ($)           ($)            (#)      RESTRICTED
                                                                                     SHARE
                                                                                    RIGHTS(6)
                                                                                       ($)
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                    <C>       <C>         <C>        <C>           <C>         <C>                 <C>           <C>
Robert M. Buchan(2)    2004      768,300    576,225      28,331          133,326     775,453            N/A           6,671,059
Former President &     2003      713,500    535,125      63,639          100,000     388,857            N/A              51,786
Chief Executive        2002      420,479    964,752      18,860          124,117           -            N/A              28,281
Officer
- ------------------------------------------------------------------------------------------------------------------------------------
Brian W. Penny(3)      2004       98,434        N/A      22,363              N/A         N/A            N/A             860,887
Former Vice            2003      198,353     69,424      18,713           27,800      64,861            N/A              11,184
President              2002      171,936    201,388      13,109           33,835           -            N/A               9,285
Finance and Chief                                                                                                             -
Financial Officer
- ------------------------------------------------------------------------------------------------------------------------------------
Lars-Eric Johansson    2004      134,453        Nil         616          102,740     243,425            N/A             414,529
Senior Vice            2003          N/A        N/A         N/A              N/A         N/A            N/A                 N/A
President & Chief      2002          N/A        N/A         N/A              N/A         N/A            N/A                 N/A
Executive Officer
- ------------------------------------------------------------------------------------------------------------------------------------
Scott A. Caldwell      2004      344,682    251,426      48,043           79,867     302,794            N/A             251,025
Executive Vice         2003      273,806    121,295       7,222           53,125     132,211            N/A              15,500
President and Chief    2002      203,351    175,120      55,934           42,105         Nil            N/A              10,856
Operating Officer
- ------------------------------------------------------------------------------------------------------------------------------------
John W. Ivany          2004      274,667    153,660       6,253           62,849     193,861            N/A             295,321
Executive Vice         2003      237,685    102,030       9,070           44,688     111,213            N/A              18,597
President              2002      197,726    226,064       7,951           38,916         Nil            N/A              14,249
- ------------------------------------------------------------------------------------------------------------------------------------
J. Michael Doyle(4)    2004      221,708    117,300       2,640           43,149     101,111            N/A              29,181
Senior Vice            2003      149,974     70,408       8,753           22,950      53,545            N/A               7,256
President, Operations  2002          N/A        N/A         N/A              N/A         N/A            N/A               7,369
====================================================================================================================================
</TABLE>
- ------------------
(1)     Compensation, which is paid in Canadian dollars, is reported in United
        States dollars. The rates of exchanges used to convert Canadian dollars
        to United States dollars are: 2002 - 0.6368, 2003 - 0.7135, 2004 -
        0.7683.
(2)     Mr. Buchan resigned as President and Chief Executive Officer and was
        succeeded by Mr. Tye W. Burt in March 2005. Mr. Buchan's change of
        control agreement with the Company was triggered by the TVX and Echo Bay
        merger (see "Employment Contracts"). Mr. Buchan received a lump sum
        payment of $5,250,755 and his ERAP was credited with $504,197. In
        addition, Mr. Buchan's ERAP was credited during 2004, with the sum of
        $916,107 for prior year's services, consistent with the practice for
        other senior officers, see footnote 7.
(3)     Mr. Penny resigned as Vice President Finance and Chief Financial Officer
        of the Company in June, 2004 and was replaced by Mr. Lars-Eric
        Johansson. Mr. Penny was paid a severance of $640,428 and $208,492 was
        credited to his ERAP.
(4)     Mr. Doyle was appointed Senior Vice President, Operations in October,
        2004
(5)     This section includes payments made in connection with parking, car
        allowance, club dues, life insurance, contributions to the employee
        share purchase plan, relocation expenses and vested Restricted Share
        Rights.
(6)     Amounts shown represent Restricted Share Rights, valued at the date of
        the grant based on the market price of the Common Shares on the TSX on
        such date. In 2004, the following numbers of Restricted Share Rights
        were granted to the Named Executive Officers: Mr. Buchan: 103,413; Mr.
        Penny: NIL; Mr. Johansson: 38,614, Mr. Caldwell: 31,024, Mr. Ivany:
        25,853 and Mr. Doyle: 13,484. As at December 31, 2004, the aggregate
        number and value of Restricted Share Rights held by the Named Executive
        Officers were as follows: Mr. Buchan: 153,413 Restricted Share Rights -
        $995,977; Mr. Penny: 5,560 Restricted Share Rights - $46,982; Mr.
        Johansson: 38,614 Restricted Share Rights - $250,687; Mr. Caldwell:
        42,637 Restricted Share Rights - $275,052; Mr. Ivany: 40,153 Restricted
        Share Rights - $260,679; Mr. Doyle: 18,074 Restricted Share Rights -
        $117,339. Restricted Share Rights vest as to one third at the first
        anniversary date of the grant, one third on the second anniversary date
        of grant and one third on the third anniversary date of the grant;


                                     - 5 -
<PAGE>

(7)     This section includes severance payments for Messrs. Buchan and Penny
        and contributions made to each Named Executive Officer's ERAP and RRSP.
        In the case of Messrs. Buchan, Caldwell, Ivany and Penny payments were
        made to the ERAP for prior years' services.


STOCK OPTIONS

The following tables provide details of stock options granted to the Named
Executive Officers during the years ended December 31, 2005 and 2004 pursuant to
the Company's stock option plan (the "Stock Option Plan").

<TABLE>
<CAPTION>
                                 OPTION GRANTS DURING THE YEAR ENDED DECEMBER 31, 2005(1)

======================================================================================================================

                                                                               MARKET VALUE OF
                         SECURITIES                                              SECURITIES
                           UNDER        PERCENT OF TOTAL                         UNDERLYING
                          OPTIONS       OPTIONS GRANTED       EXERCISE OR      OPTIONS ON THE
                          GRANTED       TO EMPLOYEES IN       BASE PRICE       DATE OF GRANT
        NAME              (#) (2)      FINANCIAL YEAR (3)   (CDN$/SECURITY)    (CDN$/SECURITY)      EXPIRATION DATE
- ----------------------------------------------------------------------------------------------------------------------
<S>                       <C>                <C>               <C>                 <C>              <C>
Robert M. Buchan              Nil              Nil                 N/A                N/A            N/A

- ----------------------------------------------------------------------------------------------------------------------

Tye W. Burt(4)            150,000             9.11%               12.73              12.73           April 3, 2011

- ----------------------------------------------------------------------------------------------------------------------

Lars-Eric Johansson           Nil              Nil                 N/A                N/A            N/A

- ----------------------------------------------------------------------------------------------------------------------

Scott A. Caldwell          82,424             5.01%               12.73              12.73           April 3, 2011

- ----------------------------------------------------------------------------------------------------------------------

John W. Ivany                 Nil              Nil                 N/A                N/A            N/A

- ----------------------------------------------------------------------------------------------------------------------

Hal Kirby                  36,019             2.19%               12.73              12.73           April 3, 2011

- ----------------------------------------------------------------------------------------------------------------------

Allan D. Schoening            Nil              Nil                 N/A                N/A            N/A

======================================================================================================================
</TABLE>
- ------------------
(1)     As a result of a management cease trade order and company trading
        blackout, the grant of options for the 2005 annual compensation package
        of Named Executive Officers was not effected until April 2006. Kinross
        has reported such grants as part of their 2005 compensation.
(2)     The class of securities underlying all stock options is Common Shares.
        All stock options vest as to 33?% on each of the first, second and third
        anniversary dates of the grant.
(3)     Based on the total number of options granted pursuant to the Stock
        Option Plan from January 1, 2005 to April 3, 2006 of 1,646,650.
(4)     The above reports the annual compensation of Mr. Burt. In addition to
        the above, Mr. Burt was promised 450,000 options upon being hired as a
        result of forfeiting the benefits of incentive securities he held with
        his previous employer. The grant of such options was effected in April
        2006 and have an exercise price of $12.73 per share (the then market
        value), vesting as to 33?% on each of the first, second and third
        anniversary dates of the date of hire of Mr. Burt (March 23, 2005), for
        a five year term.


                                     - 6 -
<PAGE>
<TABLE>
<CAPTION>

                                   OPTION GRANTS DURING THE YEAR ENDED DECEMBER 31, 2004

======================================================================================================================

                                                                               MARKET VALUE OF
                         SECURITIES                                              SECURITIES
                           UNDER        PERCENT OF TOTAL                         UNDERLYING
                          OPTIONS       OPTIONS GRANTED       EXERCISE OR      OPTIONS ON THE
                          GRANTED       TO EMPLOYEES IN       BASE PRICE       DATE OF GRANT
        NAME              (#) (1)      FINANCIAL YEAR (2)   (CDN$/SECURITY)    (CDN$/SECURITY)      EXPIRATION DATE
- ----------------------------------------------------------------------------------------------------------------------
<S>                       <C>                <C>               <C>                 <C>              <C>
Robert M. Buchan          133,326            10.85%                9.76               9.76          Nov. 26, 2009

- ----------------------------------------------------------------------------------------------------------------------

Brian W. Penny                Nil              Nil                 N/A                N/A           N/A

- ----------------------------------------------------------------------------------------------------------------------

Lars-Eric Johansson        50,000             4.07%                8.49               8.49          June 1, 2009
                           52,740             4.29%                9.76               9.76          Nov. 26, 2009
- ----------------------------------------------------------------------------------------------------------------------

Scott A. Caldwell          79,867             6.50%                9.76               9.76          Nov. 26, 2009

- ----------------------------------------------------------------------------------------------------------------------

John W. Ivany              62,849             5.11%                9.76               9.76          Nov. 26, 2009

- ----------------------------------------------------------------------------------------------------------------------

J. Michael Doyle           43,149             3.51%                9.76               9.76          Nov. 26, 2009

======================================================================================================================
</TABLE>
- ------------------
(1)     The class of securities underlying all stock options is Common Shares.
        All stock options vest as to 33?% on each of the first, second and third
        anniversary date of the grant.
(2)     Based on the total number of options granted pursuant to the Stock
        Option Plan during the year ended December 31, 2004 of 1,229,240.

No options were exercised in 2005 by the Named Executive Officers. The following
table provides details regarding stock options exercised by the Named Executive
Officers during the year ended December 31, 2004 and year-end option values.

<TABLE>
<CAPTION>

                            AGGREGATED OPTION EXERCISES DURING THE YEAR ENDED DECEMBER 31, 2004
                                                AND YEAR-END OPTION VALUES

===================== ============== =============== ================================ ================================

                                                                                           VALUE OF UNEXERCISED
                                                         UNEXERCISED OPTIONS AT           IN-THE-MONEY OPTIONS AT
                                                            DECEMBER 31, 2004              DECEMBER 31, 2004 (1)
                                                     -------------------------------- --------------------------------
                       SECURITIES      AGGREGATE
                       ACQUIRED ON   VALUE REALIZED
                        EXERCISE         (CDN$)       EXERCISABLE    UNEXERCISABLE     EXERCISABLE    UNEXERCISABLE
        NAME               (#)                            (#)             (#)            (CDN$)           (CDN$)
- --------------------- -------------- --------------- -------------- ----------------- -------------- -----------------
<S>                   <C>            <C>             <C>            <C>               <C>            <C>
Robert M. Buchan               Nil        Nil           557,450         199,993        1,974,000      Nil

- --------------------- -------------- --------------- -------------- ----------------- -------------- -----------------

Brian W. Penny              40,000      108,801         66,435           18,533        90,065         Nil

===================== ============== =============== ================================ ================================
</TABLE>


                                     - 7 -
<PAGE>
<TABLE>
<CAPTION>
===================== ============== =============== ================================ ================================

                                                                                           VALUE OF UNEXERCISED
                                                         UNEXERCISED OPTIONS AT           IN-THE-MONEY OPTIONS AT
                                                            DECEMBER 31, 2004              DECEMBER 31, 2004 (1)
                                                     -------------------------------- --------------------------------
                       SECURITIES      AGGREGATE
                       ACQUIRED ON   VALUE REALIZED
                        EXERCISE         (CDN$)       EXERCISABLE    UNEXERCISABLE     EXERCISABLE    UNEXERCISABLE
        NAME               (#)                            (#)             (#)            (CDN$)           (CDN$)
- --------------------- -------------- --------------- -------------- ----------------- -------------- -----------------
<S>                   <C>            <C>             <C>            <C>               <C>            <C>
Lars-Eric Johansson            Nil        Nil             Nil           102,740        Nil            Nil

- --------------------- -------------- --------------- -------------- ----------------- -------------- -----------------

Scott A. Caldwell           83,333        Nil           59,813          115,284        Nil            Nil

- --------------------- -------------- --------------- -------------- ----------------- -------------- -----------------

John W. Ivany               83,333        Nil           173,812          92,641        583,600        Nil

- --------------------- -------------- --------------- -------------- ----------------- -------------- -----------------

J. Michael Doyle               Nil        Nil             Nil            58,449        7,650          Nil

===================== ============== =============== ============== ================= ============== =================
</TABLE>
- ------------------
(1)     Calculated using the closing price of the Common Shares on the TSX on
        December 31, 2004 of Cdn$8.45 less the exercise price of in-the-money
        stock options. These options have not been, and may never be, exercised
        and actual gains, if any, on exercise will depend on the value of the
        Common Shares on the date of exercise.

PENSION AND OTHER BENEFIT PLANS

EXECUTIVE RETIREMENT ALLOWANCE PLAN

In 2004, the Company adopted an Executive Retirement Allowance Plan (the "ERA
Plan"). Under the ERA Plan, the Named Executive Officers are not required to
make contributions to the ERA Plan as contributions and payment of all
entitlements of the Named Executive Officers under the ERA Plan (the "Retirement
Allowance") are the sole responsibility of the Company.

The Retirement Allowance payable to each Named Executive Officer under the ERA
Plan is equal to the sum of three parts. The first part is calculated on the
basis of 15% of the Named Executive Officer's base salary plus any bonus paid
during the employment period, which is equal to one-half of the number of months
commencing from the date upon which the employment of the Named Executive
Officer began and December 31, 2003 (the "Pre-January 1, 2004 Entitlement").
Each Named Executive Officer's Pre-January 1, 2004 Entitlement shall vest at a
rate of 1/24th at the end of each month until fully vested.

The second part is calculated on the basis of 15% of the Named Executive
Officer's base salary plus any bonus paid during the period, which is equal to
that number of full months from and after January 1, 2004 during which the Named
Executive Officer was continuously employed by the Company (the "Post-January 1,
2004 Entitlement"). Each Named Executive Officer's Post-January 1, 2004
Entitlement shall vest as to 1/12th at the end of each month of continuous
service to the Company.

The third part of the Named Executive Officer's entitlement is calculated on the
basis of 15% of any severance amount payable to the Named Executive Officer upon
a change of control of the Company under the terms of the Executive Severance
Agreement (the "Severance Entitlement"). The Executive's Severance Entitlement
shall vest in full as of the day immediately prior to the date on which the
change of control occurs.

Interest shall be calculated and compounded on the Retirement Allowance in
question for the periods fixed by the terms of the ERA Plan at the end of each
quarter at the average annual yield rate for Government of Canada bonds, as
published by the Bank of Canada on the day prior to the date upon which the
fiscal quarter begins.


                                     - 8 -
<PAGE>

Based on accrued and vested entitlements, the Company agreed to pay to each
Named Executive Officer their Retirement Allowance by either: (a) consecutive
monthly payments commencing in the month immediately following the date upon
which the Named Executive Officer leaves the employment of the Company (the
"Retirement Date") and continuing for a period of not less than three or greater
than ten years (the "Executive's Payout Period"), or (b) a lump sum payment
equal to the Retirement Allowance accrued to the date of payment.

OTHER BENEFITS

The Company's subsidiary, Kinross Gold U.S.A., Inc., has a retirement plan in
which two Named Executive Officers are eligible to participate.

Employees are allowed to make contributions to the Kinross Gold Retirement Plan
from salary deductions each year subject to certain limitations. The plan is a
"safe harbor" plan under which the Company matches 100% of the participants'
salary deferrals into the plan up to a maximum of 6% of compensation. The
Company also currently makes a 2% contribution to all eligible employees,
whether or not the employee elects to make salary deferrals. However, any
employee who is eligible to participate in the ERA Plan described above is not
eligible to receive matching or other Company contributions under the Kinross
Gold Retirement Plan. Participants are immediately vested in all contributions
under the Plan. Participants are allowed to direct the investment of their
account within a group of designated investment funds.

EMPLOYMENT CONTRACTS

The Company has entered into a change of control agreement with each of the
Named Executive Officers. Each of these agreements provides for a severance
payment equal to two (in the case of Messrs. Kirby, Ivany and Johansson (and it
was previously the case for Mr. Penny and Mr. Schoening) or 2.5 for Messrs. Burt
and Caldwell (and as it was previously the case for Mr. Buchan) multiplied by
the sum of the Named Executive Officer's annual compensation (annual base salary
and benefits) and target bonus. For Messrs. Burt and Caldwell (as was the case
for Mr. Buchan), the severance payment is payable to him following a change of
control of the Company, at his option. The severance amount is payable at the
option of Mr. Burt provided he exercises his option within 12 months following a
change of control. In the case of Messrs. Kirby, Ivany and Johansson (it was
also the case for Mr. Penny and Mr. Schoening), the severance is paid to the
Named Executive Officer if a triggering event occurs following a change of
control. A triggering event includes: (i) an adverse change in the employment
terms of the executive, (ii) a diminution of the title of the executive; (iii) a
change in the person to whom the executive reports (subject to certain
exceptions); and (iv) a change in the location at which the executive is
required to work (subject to certain exceptions). The severance amount is
payable at the option of Messrs. Kirby, Ivany and Johansson (and it was also the
case for Mr. Penny and Mr. Schoening) provided the exercise of such option
occurs within 18 months following the change of control and within six months of
the triggering event.

The issuance of Common Shares equal to more than 50% of the then outstanding
capital of Kinross as part of the TVX/Echo Bay merger triggered the change of
control provisions of Mr. Buchan's severance agreement and as a result, Mr.
Buchan was paid accordingly as part of his severance upon departing Kinross. See
the details of such payments under "Summary Compensation Table".

Other than as described above, the Company (and its subsidiaries) currently have
no employment contracts in place with the Named Executive Officers and no
compensatory plans or arrangements with respect to the Named Executive Officers
that results or will result from the resignation, retirement or any other
termination of employment of such officers' employment with the Company (and its
subsidiaries), from a change of control of the Company (and its subsidiaries) or
a change in the Named Executive Officers' responsibilities following a change of
control.

Mr. Caldwell's employment arrangement was renegotiated in December 2005. Should
his employment be terminated without cause and outside of a change of control
prior to December 31, 2006, Mr. Caldwell will receive a lump sum equivalent to
18 months' salary and bonus increasing annually for each year of service capped
at 24 months in salary and bonus.


                                     - 9 -
<PAGE>

DIRECTORS AND OFFICERS' INSURANCE

The Company has a policy of insurance for its directors and officers and those
of its subsidiaries. The limit of liability applicable to all insured directors
and officers under the current policies, which expire on February 15, 2007, is
$25 million in the aggregate inclusive of defence costs. Under the policies, the
Company has reimbursement coverage to the extent that it has indemnified the
directors and officers in excess of a deductible of $5 million each loss for
securities claims and $1 million each loss for non-securities claims. The total
premium charged to the Company in respect of coverage for 2005 was $1,117,058
and $775,000 for 2004, no part of which is payable by the directors or officers
of the Company.

The by-laws and standard indemnity agreements of the Company also provide for
the indemnification of the Company's directors and officers from and against any
liability and cost in respect of any action or suit against them in connection
with the execution of their duties of office, subject to the limitations
contained in the BUSINESS CORPORATIONS ACT (Ontario).

COMPENSATION OF DIRECTORS

Effective October 1, 2003 the Board of Directors' adopted a Flat Fee Structure
and the Deferred Share Plan (the "DSU Plan"). In accordance with the terms of
the revised fee structure for the year ended December 31, 2004: outside
director(s) each received an annual retainer of Cdn.$75,000; the Chairs of the
Compensation, Corporate Governance, Environmental and Nominating Committees each
received an additional annual retainer of Cdn.$10,000; the Chair of the Audit
Committee received an additional annual retainer of Cdn.$25,000 and the
Independent Chairman received an additional annual retainer of Cdn.$125,000. The
flat fee was paid 50% in cash and 50% in deferred share units ("DSU's"). In
addition, such directors were also entitled to the reimbursement of their
expenses.

Effective July 1, 2005 the Board of Directors approved a revised flat fee
structure. Under the new fee structure, outside directors each receive a flat
annual fee of Cdn.$100,000; the Chair of each committee receives an additional
Cdn.$15,000; members of the Audit Committee receive an additional Cdn.$25,000
and the Chair of the Audit Committee receives an additional Cdn.$40,000. The
Independent Chairman receives an additional Cdn.$150,000 (but may not receive
additional fees for acting as a committee Chair or for being a member of the
Special Projects Committee). The flat fee is paid 50% in cash and 50% in DSU's.
However, a director who has exceeded his or her minimum DSU's/shares ownership
requirement, as described below, may elect (on an annual basis) to receive all
or a portion of the DSU's compensation in cash. In addition, such directors were
also entitled to the reimbursement of their expenses.

DEFERRED SHARE UNIT PLAN

The main purpose of the DSU Plan is to strengthen the alignment of interests
between the directors and the shareholders of the Company, by linking a portion
of annual director compensation to the future value of Kinross' common shares.
Under the Plan, each director receives on the date in each quarter, which is two
business days following the publication by the Company of its earning results
for the previous quarter (or year in the case of the first quarter) that number
of Deferred Stock Units having a value equal to 50% of the compensation of the
director for the current quarter. A director may elect (on an annual basis) to
receive all or part of his or her DSU compensation in cash rather than 50%
DSU's, as long as such director exceeds his or her minimum DSU's/shares
ownership requirement established by the Board of Directors. The number of DSU's
granted to a director is determined by dividing the closing price of Kinross
common shares on the TSX on the business day immediately preceding the date of
grant.

At such time as a director ceases to be a director, the Company will make a cash
payment to the director, equal to the market value of a Kinross common share on
the date of departure, multiplied by the number of DSU's held on that date.

Holdings of DSU's for the current directors are disclosed under the table in
"Business of the Meeting - Election of Directors".


                                     - 10 -
<PAGE>

REPORT ON 2004 AND 2005 EXECUTIVE COMPENSATION

COMPOSITION OF THE COMPENSATION COMMITTEE

The Compensation Committee members are Messrs. Oliver (Chairman), Brough and
Huxley, all of whom are independent directors, as defined in the corporate
governance guidelines of the Canadian Securities administrators. In carrying out
its mandate, the Compensation Committee met once in each of the years ended
December 31, 2005 and 2004. The Compensation Committee retained a compensation
consultant to assist in market analysis and receive advice on compensation
matters.

EXECUTIVE COMPENSATION PROGRAM

The executive compensation program of the Company is designed to encourage,
compensate and reward employees on the basis of individual and corporate
performance, both in the short and long term. Base salaries are set at levels
which are competitive with the base salaries paid by similar corporations within
the mining industry. Compensation is directly tied to corporate and individual
performance. Bonuses are directly tied to the performance of the Company. Share
ownership opportunities are provided as an incentive to align the interests of
senior officers with the longer term interests of shareholders and to reward
past performance.

Compensation for Named Executive Officers, as well as for the senior officers as
a whole, consists of a base salary, bonus, stock options and restricted share
rights.

BASE SALARY

Corporate office base salaries are established at a competitive level. The level
of base salary for each senior officer of the Company is determined by the level
of responsibility and the importance of the position to the Company as well as
the experience and overall performance level of such officer.

For 2004 and 2005, the President and Chief Executive Officer presented salary
recommendations to the Compensation Committee with respect to the senior
officers of the Company. The Compensation Committee's recommendations for the
base salaries for the senior officers were then submitted for approval by the
Board of Directors of the Company.

BONUS

The Committee set the proposed bonuses for the 2004 and 2005 fiscal years of the
Company for the Named Executives Officers based on the performance of the Chief
Executive Officer and the senior executives with particular emphasis on the
following performance metrics:

        (a)     shareholder value creation;

        (b)     corporate financial performance; and

        (c)     implementation of strategic goals.

The Committee also reviewed comparator groups to determine that bonuses were in
line with market expectations.

SHARE INCENTIVE PLAN

The Share Incentive Plan of the Company is designed to advance the interests of
the Company by encouraging employees to acquire equity participation in the
Company through the acquisition of Common Shares. The Share Incentive Plan
consists of the Stock Option Plan and the Share Purchase Plan. Currently the
maximum number of Common Shares issuable pursuant to the Share Incentive Plan is
9,833,333, representing approximately 2.8% of the number of Common Shares
currently issued and outstanding.


                                     - 11 -
<PAGE>

The Compensation Committee may at its absolute discretion amend, modify or
change the provisions of the Share Incentive Plan or any options granted under
the Stock Option Plan provided that such amendment, modification or change (i)
which would materially increase the benefits under the Share Incentive Plan or
any options, (ii) increase the number of Common Shares which may be issued under
the Share Incentive Plan; (iii) materially modify the requirements as to
eligibility for participation under the Share Incentive Plan; or (iv) amend,
modify or change the section of the plan granting authority to the Compensation
Committee to determine exercise periods of options, shall only be effective upon
such amendment, modification or change being approved by the shareholders of the
Company if required by the relevant stock exchange or any securities regulatory
authority having jurisdiction and the securities of the Company. Any other
changes or modifications are subject, if required, to regulatory approval.

OPTIONS

The Stock Option Plan of the Company is administered by the Compensation
Committee. The Stock Option Plan is designed to give each holder of an option an
interest in preserving and maximizing shareholder value in the longer term, to
enable the Company to attract and retain individuals with experience and ability
and to reward individuals for current and future performance. Employees,
officers and consultants of the Company (and its affiliates designated by the
Compensation Committee) are eligible as determined by the Compensation Committee
to participate to the Stock Option Plan. The Compensation Committee considers
option grants when reviewing key employee compensation packages. Any grant
recommendations made by the Compensation Committee requires approval by the
Board of Directors of the Company. In determining the number of options to be
granted, the Compensation Committee gives consideration to an individual's
present and potential contribution to the success of the Company.

The number of options, which may be issued under the Stock Option Plan in the
aggregate and in respect of any fiscal year, is limited under the terms of the
Stock Option Plan and cannot be increased without shareholder and regulatory
approval. The exercise price per share is not less than the closing price of the
Common Shares on the TSX on the trading day preceding the day on which the
option is granted. Each option is for a term of five years. The vesting period
of options is at the discretion of the Compensation Committee, but as matter of
practice the vesting period of options are one-third after the first anniversary
of the grant, one-third after the second anniversary of the grant and one-third
after the third anniversary of the grant.

The maximum number of Common Shares issuable under the Stock Option Plan is
currently set at 7,166,667 in the aggregate, representing 2.1% of the
outstanding number of Common Shares. The maximum number of Common Shares
issuable to insiders, at any time, pursuant to the Share Incentive Plan and all
other compensation arrangements of the Company is limited to 10% of the total
numbers of Common Shares outstanding. The maximum number of Common Shares issued
to insiders pursuant to the Share Incentive Plan within a one-year period, is
limited to 10% of the total number of Common Shares then outstanding. These
restrictions on the number of Common Shares issuable or issued to insiders under
the Stock Option Plan were adopted by the Board of Directors of the Company on
December 21, 2005, in accordance with TSX Staff Notice 2005-0001. The maximum
number of Common Shares issuable to any one insider and such insider's
associates pursuant to the Stock Option Plan, within a one year period, is
limited to 5% of the total of Common Shares then outstanding. The maximum number
of Common Shares reserved for issue to any one person under the Stock Option
Plan is limited to 5% of the outstanding number of Common Shares from time to
time.

Options are not assignable. Upon termination or retirement of a participant, his
or her options if then exercisable may be exercised within 60 days.
Notwithstanding the foregoing, in the event of a retirement or a termination,
the Compensation Committee may determine when any option shall become
exercisable. In the event of a change of control all options outstanding shall
become immediately exercisable.

The initial grants of options to officers and employees of the Company and
options granted by and inherited from the Company's predecessor companies were
ratified by the full Board of Directors of the Company. All subsequent grants
were reviewed by the Compensation Committee and recommended to and approved by
the Board of Directors of the Company.


                                     - 12 -
<PAGE>

On December 21, 2005, the Board of Directors amended the Stock Option Plan to
extend the expiry term of options issued after December 21, 2005 which expire
during a corporate blackout trading period to the 10th business day following
the expiry of such blackout. This amendment is subject to shareholders'
approval.

SHARE PURCHASE PLAN

For the years ended December 31, 2004 and 2005 employees of the Company or
designated affiliates were entitled to contribute up to 10% of their annual base
salary to the Share Purchase Plan. The Company matches as to 50% of the
participant's contribution on a quarterly basis and each participant is then
issued Common Shares having a value equal to the aggregate amount contributed to
the Share Purchase Plan by the participant and by the Company. The purchase
price per share is the weighted average closing price of the Common Shares on
the TSX, for participants resident in Canada, or the NYSE, for participants
resident in the United States, for the 20 consecutive trading day period prior
to the end of the calendar quarter in respect of which the Common Shares are
issued. Such Common Shares are delivered to participants six months following
their date of issue. In the event of termination of employment or death of an
employee, any portion of the participant's contribution then held in trust shall
be paid to the participant or his or her estate and any portion of the Company's
contribution shall be returned to the Company. In addition, any Common Shares
held in safekeeping will be purchased for cancellation at an amount equal to the
participant's contribution and the proceeds will be paid to the participant or
the shares will vest after six months and issued to the participant at the
participant's election. The maximum number of Common Shares issuable under the
Share Purchase Plan is currently set at 2,666,666 Common Shares in the
aggregate.

RESTRICTED SHARE RIGHTS

The Restricted Share Plan of the Company is administrated by the Compensation
Committee. The purpose of the Restricted Share Plan is to advance the interests
of the Company through the motivation, attraction and retention of employees,
officers and consultants of the Company and to secure for the Company and its
shareholders the benefits inherent in the ownership of Common Shares to key
employees, directors and consultants of the Company. Restricted share rights
("Restricted Share Rights") may be granted by the Compensation Committee to
employees, officers and consultants of the Company as a discretionary payment in
consideration of past services to the Company. In determining the eligibility of
participants to the Restricted Share Plan, the Compensation Committee considers
the present and potential contributions and the services rendered by each
particular participant to the success of the Company.

A Restricted Share Right is exercisable for no additional consideration into one
Common Share on the later of: (i) the end of a restricted period of time wherein
a Restricted Share Right cannot be exercised as determined by the Committee
("Restricted Period"); and (ii) a date determined by an eligible participant
that is after the Restricted Period and before a participant's retirement date
or termination date (a "Deferred Payment Date"). The maximum number of Common
Shares issuable under the Restricted Share Plan is currently set at 1,333,333.
The maximum number of Common Shares issuable at any time to insiders pursuant to
the Restricted Share Plan and all other compensation arrangements of the
Company's 10% of the total number of Common Shares outstanding. The maximum
number of Common Shares issued to insiders pursuant to the Restricted Share Plan
and all other compensation arrangements of the Company, within a one-year
period, is limited to 10% of the total number of Common Shares then outstanding.
These restrictions to the number of Common Shares issuable or issued to insiders
under the Restricted Share Plan were adopted by the Board of Directors on
December 21, 2006 in accordance with TSX Staff Notice 2005-0001. The maximum
number of Common Shares issuable to any one insider and such insider's
associates pursuant to the Restricted Share Plan, within a one-year year period,
is limited to 5% of the total number of Common Shares then outstanding. The
maximum number of Common Shares reserved for issue to any one person under the
Restricted Share Plan is limited to 5% of the total number of Common Shares then
outstanding. The maximum number of Common Shares reserved for issue to any one
person under the Restricted Share Plan is limited to 5% of the number of Common
Shares outstanding from time to time.


                                     - 13 -
<PAGE>

The grant of a Restricted Share Right is evidenced by a Restricted Share Rights
agreement between a participant and the Company which is subject to the
Restricted Share Plan and may be subject to other terms and conditions that are
not inconsistent with the Restricted Share Plan and which the Compensation
Committee deems appropriate.

Canadian participants seeking to set a Deferred Payment Date must give the
Company at least 60 days notice prior to the expiration of the Restricted Period
in order to effect such change. Canadian participants electing to change a
Deferred Payment Date must give the Company prior written notice not later than
60 days prior to the Deferred Payment Date.

In the event of a participant's retirement or termination during a Restricted
Period, any Restricted Share Rights automatically terminate, unless otherwise
determined by the Committee. In the event of the retirement or termination after
the Restricted Period and prior to any Deferred Payment Date, any Restricted
Share Rights shall be immediately exercised without any further action by the
participant and the Company shall issue Restricted Shares and any dividends
declared but unpaid to the participant. In the event of death or disability,
such Restricted Share Rights shall be immediately exercised.

If a participant holds Restricted Share Rights that are subject to a Restricted
Period, the Committee shall have the discretion to pay a participant cash equal
to any cash dividends declared on the Common Shares at the time such dividends
are ordinarily paid to holders of the Common Shares. The Company shall pay such
cash dividends, if any, to those participants that hold Restricted Share Rights
that are no longer subject to a Restricted Period and are exercisable at a
Deferred Payment Date.

Restricted Share Rights are not assignable.

In the event of a change of control, all Restricted Share Rights shall be
immediately exercised notwithstanding the Restricted Period and any applicable
Deferred Payment Date.

The Restricted Share Plan may be amended by the Compensation Committee from time
to time provided that any amendment that: (i) materially increases the benefits
under the Restricted Share Plan; (ii) increases the number of Common Shares
issuable under the Restricted Share Plan or (iii) materially modifies the
requirements as to eligibility for participation in the Restricted Share Plan
shall only be effective upon such amendment being approved by the shareholders
of the Company, if required by the relevant stock exchanges or any other
regulatory authority having jurisdiction over the securities of the Company.

The Restricted Share Plan shall remain in effect until terminated by the
Directors.

2006 COMPENSATION REVIEW

In early 2006, management initiated a review of its long term incentive
securities compensation structure. The aim of the review is to develop plans
with the goal of aligning incentive compensation with the strategic business
objectives of the Company and the best interest of its stakeholders. In this
connection, management has engaged a firm of executive compensation consultants
to assist in this review and work with management and the Compensation
Committee. The review is comprised of among other things (i) a review of the
current incentive plans and practices and their limitations, (ii) the
development of possible alternatives, which may include the adoption of a
"phantom" type of plan for officers and employees; and (iii) selecting and
designing one or more plan(s) for recommendation and approval by the Board of
Directors.

PRESIDENT AND CHIEF EXECUTIVE OFFICER COMPENSATION FOR 2004

The Chairman of the Compensation Committee presents recommendations to the
Compensation Committee with respect to the President and Chief Executive
Officer. In setting the President and Chief Executive Officer's salary for 2004,
the Compensation Committee reviewed salaries paid to other senior officers in
the Company, salaries paid to other chief executive officers in the industry,
salaries paid to other CEO's of TSX listed companies and the President and Chief
Executive Officer's impact on the achievement of the Company's objectives for
the previous financial year. In 2003, the principal factor


                                     - 14 -
<PAGE>

impacting on Mr. Buchan's 2004 salary was his significant mergers and
acquisitions efforts, namely the successful completion of the TVX/Echo Bay
merger, the successful integration of the assets acquired in the merger in the
overall Kinross enterprise and the negotiation of the Crown transaction.

To determine the President and Chief Executive Officer's bonus compensation for
the year, the Committee took into consideration the Company's balance sheet and
other financial items; merger and acquisition initiatives; reserve position and
investor profile. During 2004, under President and Chief Executive Officer
Robert M. Buchan's leadership, the Company achieved a number of important goals
and objectives. During the year, Mr. Buchan was responsible for the retention of
key personnel, the acquisition of a 51% interest in the Paracatu mine from Rio
Tinto Plc., negotiating an extension of the Crown Resources transaction and
completing the consolidation/deconsolidation of the Common Shares.

Mr. Buchan played a key role in monitoring and supporting aggressive drilling
efforts at various Kinross properties which resulted in an increase in the
reported reserve position of the Company. 5.3 million ounces of reserves were
added to the Company's reserves portfolio for a total of 19.4 million ounces at
year end 2004.

Under Mr. Buchan's direction, the Company committed significant resources to
advancing its profile with investors with very positive results. Mr. Buchan took
a very active role in both participating in events to promote Kinross as well as
directing resources to ensure that the Company remained a key player with a much
larger investor base.

In 2004, Mr. Buchan's salary was $768,300 and he received a bonus of $576,225.
Mr. Buchan was also awarded 133,326 stock options and 103,413 restricted share
rights. The details of Mr. Buchan's severance are described in "Summary
Compensation Table for 2004".

PRESIDENT AND CHIEF EXECUTIVE COMPENSATION FOR 2005

Mr. Tye W. Burt was appointed President and Chief Executive Officer of the
Company in March 2005. Mr. Burt was paid a base salary of $471,404 in 2005,
which was in the view of the Board of Directors, an appropriate salary
consistent with salaries paid in the industry and for securing Mr. Burt's
employment with the Company at the time his employment offer was made.

Mr. Burt was instrumental in restructuring the upper and lower levels of
management of the Company and in streamlining the operations of the Company. He
was successful in adding to the senior management team highly skilled members
such as the new Sr. Vice President, Corporate Development and the Sr. Vice
President, Human Resources. Under Mr. Burt's leadership, the operational
management structure also evolved to more regional structure.

Mr. Burt was also successful in negotiating further extensions for the Crown
transaction and in bringing a conclusion to the regulatory review of the
Company's financial statements and completed the restatement process. He was
also instrumental in selecting and retaining new auditors for the Company.

Mr. Burt conducted with the senior management team, a full review of the
contributions of each of Kinross' assets. Under Mr. Burt's leadership, the
Company delivered on its operational objectives, including reaching its costs
and production targets, achieving the restart of the Refugio mine, moving
forward with the Paracatu expansion and commence capital projects at Round
Mountain and Fort Knox. Under Mr. Burt's direction, an aggressive exploration
program, most notably at Paracatu, yielded significant increases in mineral
reserves. Overall from the December 31, 2004 reserves compared to the December
31, 2005 reserves, Kinross reported an increase of 27% in total mineral reserves
to 24.7 million ounces.

Mr. Burt brought Kinross' focus on strategic objectives to maximize net asset
value and cash flow through a four-point plan built on growth from core
operations; expanding capacity for the future, attracting and retaining the best
people in the industry; and driving new opportunities through exploration and
acquisition. As part of this program the Company successfully realized proceeds
from the disposition of redundant and non-core assets, such as the Norseman
property, the Aquarius property and equity positions in small companies.


                                     - 15 -
<PAGE>

In addition, Mr. Burt took a very active role to enhance the Company's profile
with investors with very positive results.

As a result of his achievements, Mr. Burt received a bonus of $660,284 for the
year 2005. No options or Restricted Share Rights were granted to Mr. Burt in
2005 as a result of the regulatory management cease trade order. Consequently,
the Compensation Committee deferred its decision to grant Mr. Burt incentive
securities until the lifting of the management cease trade order. In April 2006,
Mr. Burt was granted 150,000 options and 60,000 Restricted Share Rights as part
of his annual compensation which would have normally occurred in December 2005.
Mr. Burt declined to receive an additional 6,000 Restricted Share Rights which
had been offered to him as part of his 2005 compensation.

Upon being hired, Mr. Burt was promised a number of Restricted Share Rights and
options or an alternative cash payment to replace the benefits in incentive
securities he forfeited upon his resignation as an officer of Barrick Gold
Corporation. As a result, Mr. Burt was granted 450,000 stock options and 379,609
Restricted Share Rights and was paid $1,238,100 in April 2006 after the end of
the management cease trade order and corporate black-out period.

The foregoing report dated April 3, 2006, has been furnished by the Chairman of
the Compensation Committee on the Committee's behalf.

(Signed) John E. Oliver

PERFORMANCE GRAPH

The following chart compares the yearly percentage changes in the cumulative
total shareholder return on the Common Shares against the cumulative total
shareholder return of the S&P/TSX Composite Index and the S&P/TSX Composite Gold
and Silver Index for the period December 31, 2000 to December 31, 2005.

     COMPARISON OF CUMULATIVE TOTAL SHAREHOLDER RETURN ON THE COMMON SHARES,
              THE TSX 300 INDEX AND THE TSX GOLD AND SILVER INDEX






                               [PERFORMANCE GRAPH]




<TABLE>
<CAPTION>
<S>                                                <C>         <C>         <C>        <C>          <C>        <C>
- ------------------------------------------------ ----------- ------------ --------- ------------ ----------- ----------
                                                    2000        2001        2002       2003         2004       2005
- ------------------------------------------------ ----------- ------------ --------- ------------ ----------- ----------
Kinross Gold Corporation                           100.00      146.91      477.78     424.69       347.74     441.98
- ------------------------------------------------ ----------- ------------ --------- ------------ ----------- ----------
S&P/TSX Composite Index                            100.00       87.43       76.55      97.01       111.06     137.85
- ------------------------------------------------ ----------- ------------ --------- ------------ ----------- ----------
S&P/TSX Composite Index - Metals & Mining          100.00      115.69      125.94     168.76       172.24     214.99
(Industry)
- ------------------------------------------------ ----------- ------------ --------- ------------ ----------- ----------
</TABLE>


                                     - 16 -
<PAGE>

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table provides details of compensation plans under which equity
securities of the Company are authorized for issuance as of the years ended
December 31, 2004 and 2005.

<TABLE>
<CAPTION>
                                           EQUITY COMPENSATION PLAN INFORMATION
<S>                       <C>                          <C>                         <C>
========================= ============================ =========================== ================================

                          NUMBER OF SECURITIES TO BE
                            ISSUED UPON EXERCISE OF    WEIGHTED-AVERAGE PRICE OF   NUMBER OF SECURITIES REMAINING
                             OUTSTANDING OPTIONS,         OUTSTANDING OPTIONS,      AVAILABLE FOR FUTURE ISSUANCE
     PLAN CATEGORY          WARRANTS AND RESTRICTED     WARRANTS AND RESTRICTED       UNDER EQUITY COMPENSATION
                               SHARE RIGHTS (1)               SHARE RIGHTS                    plans (2)
                                   2004/2005                   2004/2005                      2004/2005

- ------------------------- ---------------------------- --------------------------- --------------------------------
Equity compensation          2,256,505 / 2,440,539             $9.07/8.51                3,089,272/3,216,130
plans approved by                   options                       Nil                      747,167/772,546
securityholders            532,605/457,547restricted
                                 share rights
- ------------------------- ---------------------------- --------------------------- --------------------------------
Equity compensation                   Nil                         N/A                            N/A
plans not approved by
securityholders
- ------------------------- ---------------------------- --------------------------- --------------------------------
Total                     2,256,505/2,440,539 options          $9.07/8.51                3,089,272/3,216,130
                           532,605/457,547restricted              Nil                      701,413/772,546
                                 share rights
========================= ============================ =========================== ================================
</TABLE>
- ------------------
(1)     Represents the number of Common Shares reserved for issuance upon
        exercise of outstanding options (including options granted under
        acquired companies' plans) and restricted share rights. Does not include
        grants made in April 2006 which are reported under "Statement of
        Executive Compensation". See note (3) below.
(2)     Based on the maximum number of Common Shares reserved for issuance upon
        exercise of options under the Stock Option Plan of 7,833,333 and under
        the Restricted Share Plan of (1,333,333.)
(3)     In addition, (564,473) Common Shares (as of December 31, 2004) and
        (350,416) Common Share (as of December 31, 2005) remained available for
        issuance under the Share Purchase Plan. Note that in April 2006
        (1,646,650) options and 887,476 Restricted Shares were issued to
        officers and employees(.)

See detailed descriptions of the Company's Share Incentive Plan and Restricted
Share Plan under "Report on Executive Compensation".

CORPORATE GOVERNANCE PRACTICES

The Company and the Board recognize the importance of corporate governance to
the effective management of the Company and to the protection of its employees
and shareholders. The Company's approach to significant issues of corporate
governance is designed with a view to ensuring that the business and affairs of
the Company are effectively managed so as to enhance shareholder value. The
Board fulfills its mandate directly and through its committees at regularly
scheduled meetings or as required. Frequency of meetings may be increased and
the nature of the agenda items may be changed depending upon the state of the
Company's affairs and in light of opportunities or risks which the Company
faces. The directors are kept informed of the Company's operations at these
meetings as well as through reports and discussions with management on matters
within their particular areas of expertise.

The Board monitors the extensive and continuing changes to the regulatory
environment with respect to corporate governance practices. A national policy
entitled "Corporate Governance Guidelines" and related disclosure requirements
were adopted in 2005 by the securities regulatory authorities in Canada (the
"Corporate Governance Guidelines").

The Company's corporate governance practices have been revised to be in line
with applicable Canadian Corporate Governance Guidelines. In addition, Kinross
is fully compliant with Multilateral Instrument 52-110 pertaining to audit
committees adopted by Canadian securities regulators. Although, as a regulatory
matter, the majority of the corporate governance listing standards of the New
York Stock Exchange (the


                                     - 17 -
<PAGE>

"NYSE Standards") are not applicable to the Company, the Company has corporate
governance practices that are for the most part compliant with NYSE Standards.
Details of the Company's corporate governance practices compared to NYSE
Standards are available for review on the Company's website at WWW.KINROSS.COM.

The following is the disclosure of the Company's practices as required by the
Corporate Governance Guidelines.

THE BOARD OF DIRECTORS

Of the eleven members of the Board, nine are independent within the meaning of
the Corporate Governance Guidelines and the NYSE Standards. The independent
directors hold regularly scheduled meetings (at least once every quarter).
Messrs. Burt and Caldwell are not independent as they are officers of the
Company.

The Board of Directors has appointed a Chairman, Mr. John Oliver. The Chairman
of the Board (also referred to as the Independent Chairman) is an independent
director who has been designated by the full Board to assume the leadership of
the Board and enhance and protect, with the Corporate Governance Committee and
the other committees of the Board, the independence of the Board of Directors of
the Company. The responsibilities of the Independent Chairman are set out in the
Position Description for the Independent Chairman adopted by the Board of
Directors on May 8, 2003. These responsibilities may be delegated or shared with
the Corporate Governance Committee and/or any other independent committee of the
Board and include responsibilities such as chairing all meetings of directors;
providing leadership to the Board to enhance the Board's effectiveness; managing
the Board; acting as a liaison between the Board and management; and
representing the Company to certain external groups. A copy of the role
description of the Independent Chairman is available upon request to Vice
President, Administration and Corporate Secretary of the Company and on the
Company's website at WWW.KINROSS.COM.

The directors meet regularly without management to review the business
operations, corporate governance and financial results of the Company. In fiscal
2004, the independent directors held six meetings without members of management
being present. The independent directors held five meetings in 2005 without
management being present.

The attendance record of each director and committee member for meetings held
during the last two years is set out in the table appearing under "Business of
the Meeting - Election of Directors".

Each of Mr. Brough, Mr. Huxley, Mr. Reid and Ms. McLeod-Seltzer are also
presently directors of other reporting issuers as follows:

        Mr. Brough - Silver Wheaton Corp. and Livingston International Inc.

        Mr. Huxley - Algonquin Power Management Inc., the manager of the
        Algonquin Power Income Fund and Algonquin Power Venture Fund, Inc. and
        its manager, Algonquin Power Venture Management Inc.

        Mr. Reid - Norcast Income Fund, Pizza Pizza Royalty Fund and AFT
        Advanced Fiber Technologies Fund.

        Ms. McLeod-Seltzer - Pacific Rim Mining Corp., Silver Standard Resources
        Inc., Bear Creek Mining Corporation, Miramar Mining Corp., Stornoway
        Diamond Corporation and Peru Copper Inc.

BOARD CHARTER AND REPORT ON BOARD ACTIVITIES

The Company's Board of Directors' mandate has been formalized in a written
charter. The Board of Directors discharges its responsibilities directly and
through committees of the Board of Directors, currently consisting of the
Corporate Governance Committee, Audit Committee, Compensation Committee,
Nominating Committee and Environmental, Health & Safety Committee. The Charter
of the Board of Directors sets out specific responsibilities, which include,
without limitation:


                                     - 18 -
<PAGE>

o       Appointing the Independent Chairman who is responsible for the
        leadership of the Board of Directors for specific functions to ensure
        the independence of the Board of Directors.

o       The adoption of a strategic planning process, approval of strategic
        plans and monitoring the performance against such plans.

o       The review and approval of corporate objectives and goals applicable to
        senior management of the Company.

o       Defining major corporate decisions requiring Board approval and
        approving such decisions as they arise from time to time.

o       Obtaining periodic reports from management on the Company's operations
        including reports on security issues surrounding the Company's assets
        (property and employees) and the relevant mechanisms that management has
        in place.

Additional functions of the Board are included in its Charter or have been
delegated to its committees. A complete copy of the Charter of the Board of
Directors of the Company is attached as Schedule "B" hereto.

In carrying out its mandate, the Board met 14 times in 2005. At such meetings
and pursuant to written resolutions, the Board of Directors fulfilled its
responsibilities by doing the following, among other things: (a) addressed
management succession by recruiting and hiring Mr. Burt as President and Chief
Executive Officer of the Company to replace Mr. Buchan and by appointing a
number of other new officers, (b) provided oversight regarding the regulatory
review of Kinross' financial statements and the restatement of same in
connection with the accounting for the goodwill related to the TVX/Echo Bay
acquisition, (c) reviewed and approved financial statements, (d) obtained
periodic reports from management regarding operational matters, gold sales, cash
flows and borrowing activities, (e) adopted a strategic plan proposed by
management, (f) approved the 2005 budget, (g) received reports from the Chairman
of the Environmental, Health & Safety Committee regarding environmental, health
and safety matters, (h) received reports from the Chairman of Audit Committee
regarding financial, audit and internal control matters, (i) recruited and
appointed two new independent directors, (j) considered possible strategic
initiatives for the Company and approved the sale of the Aquarius property and
an amendment to the definitive acquisition agreement with Crown Resources
Corporation, (k) reviewed evaluation forms for the Board, individual Board
members, the Independent Chairman and the Chief Executive Officer and upon
recommendations of the Corporate Governance Committee, made certain changes to
Board practices, and (l) approved revised Charters for the Board and each
Committee and adopted a policy regarding directors' participation to a
recognized director education program.

POSITION DESCRIPTIONS

A written position description has been developed by the Board for the
Independent Chairman of the Board. A copy of the Independent Chairman position
description is available upon request to the Vice President, Administration and
Corporate Secretary. The Independent Chairman of the Board instructs the Chairs
of the Committees of the Board on their roles and ensures their functions are
carried out effectively in light of the Charters of the Committees. In general
Committee Chairs fulfill their responsibilities by doing the following, among
other things:

(a)     Review and approve the agenda for each committee meeting.

(b)     Preside over Committee meetings.

(c)     Obtain reports from management regarding matters relevant to their
        mandate.

(d)     Report to the full Board and make recommendations to the Board regarding
        matters in their area of responsibilities.


                                     - 19 -
<PAGE>

The Board's expectations for the Chief Executive Officer's responsibilities
include:

(a)     Assume the leadership of management and the day to day leadership of the
        Company.

(b)     Develop and recommend Kinross' strategic plans.

(c)     Implementation of Kinross' business and operational plans.

(d)     Report regularly to the Board on the overall progress of Kinross against
        its financial and operational objectives.

(e)     Ensure that Kinross' business is carried out efficiently and with
        integrity.

NEW DIRECTOR ORIENTATION AND CONTINUING EDUCATION

The Nominating Committee, in conjunction with the Chairman of the Board and the
Chief Executive Officer of the Company, is responsible for ensuring that new
directors are provided with an orientation and education program which includes
written information about the duties and obligations of directors, the business
and operations of the Company, documents from recent Board meetings, and
opportunities for meetings and discussion with senior management and other
directors.

The Board recognizes the importance of ongoing director education and the need
for each director to take personal responsibility for this process. To
facilitate ongoing education of the Company's directors, the Nominating
Committee, the Independent Chairman or the Chief Executive Officer will: (a)
request the directors to determine their training and education needs and
interests, (b) arrange ongoing visitation by directors to the Company's
facilities and operations, (c) arrange the funding for the attendance of
directors at seminars or conferences of interest and relevance to their position
as a director of the Company, and (d) encourage and facilitate presentations by
members of management and outside experts to the Board or committees on matters
of particular importance or emerging significance.

In October, 2005 the Board of Directors resolved that each director would be
requested to complete a recognized director education program such as those
offered by the Corporate Governance College by 2010. The Company will cover 100%
of the cost to complete the program unless the cost can be shared by other
company boards on which the director also serves.

MANDATORY RETIREMENT AGE

Effective July 1, 2005 a mandatory retirement age of 70 years old was adopted
for directors first appointed after that date.

CODE OF BUSINESS CONDUCT AND ETHICS

As part of its commitment to maintaining the highest ethical standards, the
Board has adopted a Code of Business Conduct and Ethics (the "Code") for its
directors, officers and employees. The Audit Committee has responsibility for
monitoring compliance with the Code by ensuring all directors, officers and
employees receive and become thoroughly familiar with the Code and acknowledge
their support and understanding of the Code. Any non-compliance with the Code is
to be reported to the Company's local minesite managers, the Vice-President,
Human Resources or the Chairman of the Audit Committee. A copy of the Code may
be accessed on the Company's website at WWW.KINROSS.COM or SEDAR at
www.sedar.com.

The Board takes steps to ensure that directors, officers and employees exercise
independent judgment in considering transactions and agreements in respect of
which a director, officer or employee of the Company has a material interest,
which include ensuring that directors, officers and employees are thoroughly
familiar with the Code and, in particular, the rules concerning reporting
conflicts of interest. In a circumstance where a director declares an interest
in any material contract or transaction being


                                     - 20 -
<PAGE>

considered at a meeting of directors, the director absents himself or herself
from the meeting during the consideration of the matter, and does not vote on
the matter.

The Board encourages and promotes an overall culture of ethical business conduct
by promoting compliance with applicable laws, rules and regulations; providing
guidance to directors, officers and employees to help them recognize and deal
with ethical issues; promoting a culture of open communication, honesty and
accountability; and ensuring awareness of disciplinary action for violations of
ethical business conduct.

NOMINATION OF DIRECTORS

The Nominating Committee, which is composed entirely of independent directors,
is responsible for identifying and recruiting new candidates for nomination to
the Board. The process by which the Board anticipates that it will identify new
candidates is through recommendations of the Nominating Committee whose
responsibility it is to develop, and update and recommend to the Board for
approval, an approach to the Board composition that takes into consideration the
following: (a) the independence of each director; (b) the competencies and
skills the Board, as a whole, should possess; and (c) the current strengths,
skills and experience represented by each director, as well as each director's
personality and other qualities as they affect Board dynamics.

The mandate of the Nominating Committee has been formalized in a written
charter. Generally, it is responsible for proposing new nominees to the full
Board and for assessing directors on an on-going basis. Among the duties under
its mandate, the Nominating Committee reviews the composition of the Board to
ensure that an appropriate number of independent directors sit on the Board;
analyzes the needs of the Board when vacancies arise; ensures that an
appropriate selection process for new board nominees is in place; and makes
recommendations to the Board for the election of nominees to the Board of
Directors.

In carrying out its mandate, the Nominating Committee met twice in 2005, but
members of the Committee worked extensively outside the formal meetings as they
selected and proposed to the Board two new nominees who were appointed by the
Board in October 2005. As part of this process the Nominating Committee
determined the needs of the Board in terms of the set of skills and type of
individuals that were required, conducted searches for nominees, interviewed the
candidates and verified their backgrounds, and made recommendations to the
Board. The Nominating Committee also adopted and recommended to the Board a
maximum retirement age for directors and revised its Charter to meet new
regulatory guidelines.

A copy of the Nominating Committee Charter is available upon request to the Vice
President, Administration and Corporate Secretary and on the Company's website
at www.kinross.com.

COMPENSATION

The Compensation Committee, which is composed entirely of independent directors,
among other things, determines appropriate compensation for the Company's
directors, officers and employees. The process by which appropriate compensation
is determined is through periodic and annual reports from the Compensation
Committee on the Company's overall compensation and benefits philosophies.

The Compensation Committee engaged Mercer Human Resource Consulting to provide
support to the Compensation Committee in determining compensation for the
Company's officers and directors during the most recently completed financial
year. Determinations made by the Compensation Committee may reflect factors and
considerations other than the information provided by Mercer.

The mandate of the Compensation Committee has been formalized in a written
charter. Generally, it is responsible for making recommendations to the Board of
Directors on all matters relating to the compensation of directors, the members
of the various committees of the Board, the Independent Chairman, the officers
and employees of the Company. For the purpose of its mandate, the Compensation
Committee reviews all aspects of compensation paid to directors, committee
members, the Independent Chairman, management and employees of other mining
companies to ensure the


                                     - 21 -
<PAGE>

Company's compensation programs are competitive so that the Company will be in a
position to attract, motivate and retain high calibre individuals. A report of
the Compensation Committee is set out under "Statement of Executive Compensation
- - Report on 2004 and 2005 Executive Compensation".

A copy of the Compensation Committee Charter is available upon request to the
Vice President, Administration and Corporate Secretary and on the Company's
website at www.kinross.com and for the report of such committee for the year
ended December 31, 2004, see "Executive Compensation".

AUDIT COMMITTEE

The Audit Committee is composed of three independent directors who are
financially literate (as such term is defined in Multilateral Instrument 52-110)
and at least one member, Mr. Brough, is a financial expert in accordance with
the NYSE Standards and SEC requirements. The Audit Committee has a written
charter setting out its responsibilities. Generally, the Audit Committee is
responsible to oversee the integrity of Kinross' financial statements, the
independent auditors' qualifications and independence and the performance of the
internal audit functions; the Committee serves as an independent and objective
party to monitor Kinross' financial reporting process and internal control
systems and provides open lines of communications among the independent
auditors, financial and senior management and the full Board on financial
reporting and controls matters.

In carrying out its mandate the Audit Committee met five times in 2005. The
Committee fulfilled its mandate by doing the following, among other things: (a)
oversaw the regulatory review and restatement process of Kinross' financial
statements in connection with the accounting for goodwill resulting from the
TVX/Echo Bay acquisition, (b) reviewed and approved financial statements,
management's discussion and analysis and financial press releases, (c) obtained
treasury reports on cash flows, gold sales and borrowing matters, (d) met with
the internal audit function, (e) met with the external auditors with and without
management being present, (f) oversaw the process relating to the change of
auditors and made recommendations to the Board in connection therewith, (g)
revised the Audit Committee Charter, (h) approved audit engagements and (i)
obtained reports from the external auditors regarding internal controls.

Additional information regarding the Company's Audit Committee is contained in
the Company's annual information form (the "AIF") under the heading "Audit
Committee" and a copy of the Audit Committee charter is attached to the AIF as
Schedule "A". The AIF is filed on SEDAR at WWW.SEDAR.COM. A copy of the Charter
is also available upon request to the Vice President, Administration and
Corporate Secretary and on the Company's website at WWW.KINROSS.COM.

ENVIRONMENTAL, HEALTH & SAFETY COMMITTEE

The Company has an Environmental, Health & Safety Committee comprised entirely
of independent directors. The mandate of the Environmental, Health & Safety
Committee has been formalized in its written charter. Generally, the mandate of
the Environmental, Health & Safety Committee is to oversee the development and
implementation of policies and best practices of the Company relating to
environmental and health and safety issues in order to ensure compliance with
applicable laws and to ensure the safety of its employees. This includes
assisting the Senior Vice-President, Environmental Affairs and management in
reaching the objectives set out in the Kinross Gold Corporation Environmental
Policy and Framework, monitoring its effectiveness, discussing with management
any necessary improvements to such policy and its framework of implementation,
assisting management with implementing and maintaining appropriate health and
safety programs and to obtain periodic reports on such programs.

In carrying out its mandate, the Environmental, Health & Safety Committee met
four times during 2005. The Committee fulfilled its mandate by doing the
following, among other things: (a) obtained periodic reports from management on
health and safety matters and environmental compliance reports, (b) received
regular updates on reclamation matters, (c) received periodic updates on
environmental permitting activities, (d) provided feedback to management
regarding the above matters, (e) reported to the full Board on environmental and
health and safety matters concerning the Company's operations, and (f) revised
its Charter to reflect new regulatory guidelines.


                                     - 22 -
<PAGE>

A copy of the Environmental, Health & Safety Committee Charter is available upon
request to the Vice President, Administration and Corporate Secretary and on the
Company's website at WWW.KINROSS.COM.

CORPORATE GOVERNANCE COMMITTEE

The Corporate Governance Committee of the Company is composed entirely of
independent directors. The mandate of the Corporate Governance Committee has
been formalized in its written charter. Generally, its mandate is to assume the
responsibility for developing the Company's approach to matters of corporate
governance, including, assisting the Independent Chairman in carrying out his
responsibilities; annually review the Board and committee charters; recommending
procedures to permit the Board to meet on a regular basis without management;
and adopting procedures to ensure that the Board can conduct its work
effectively and efficiently.

In carrying out its mandate, the Corporate Governance Committee met two times in
2005. The Committee fulfilled its responsibilities by doing the following, among
other things: (a) reviewed the completed Board self-evaluation forms, individual
Board members evaluation forms and the evaluation forms of the Independent
Chairman and the Chief Executive Officer, (b) provided feedback to the full
Board regarding the above evaluations, (c) received advice from an independent
firm of compensation experts on director compensation structure, (d) reviewed
and revised the Board and all Committee Charters and recommended them for
approval by the full Board to reflect the latest corporate governance regulatory
guidelines, and (e) assessed the need for and recommended to the full Board the
adoption of a requirement for directors to attend a recognized director
education program.

A copy of the Corporate Governance Committee Charter is available upon request
to the Vice President, Administration and Corporate Secretary and on the
Company's website at WWW.KINROSS.COM.

BOARD ASSESSMENTS

The current practice of the Board is for the Independent Chairman of the Board
to make ongoing, informal assessments of the performance of the Board,
committees and individual directors. The Board has also adopted a formal Board
evaluation process which consists of evaluation forms for the Board as a whole
and individual directors.

The evaluation of the Board as a whole is aimed at determining the effectiveness
of the Board and how improvements could be made. The evaluation of individual
Board members is aimed at ensuing each Board member brings an adequate
contribution to the Board as a whole in light of its overall needs. Such
evaluations are used by the Independent Chairman to recommend changes to the
Board composition or Board structure, as it may be required from time to time.

MINIMUM SHARE OWNERSHIP FOR DIRECTORS

In July 2005 the Board adopted a policy requiring each director to maintain a
minimum holding of Common Shares or DSU's equal to one time his or her annual
flat fee cash compensation. By 2010, the minimum holding will increase to three
times the annual flat fee cash component of a director's compensation. In the
event these holdings fall below the minimum requirement, a director will be
required to top-up his or her holding by fiscal year end to align with this
requirement.

FEEDBACK TO THE BOARD OF DIRECTORS

Our shareholders may communicate comments directly to the Board of Directors by
writing to the Independent Chairman, care of the Vice President, Administration
and Corporate Secretary at Kinross Gold Corporation, 40 King Street West, Suite
5205, Toronto, Ontario, M5H 3Y2. All correspondence, with the exception of
solicitations for the purchase or sale of products and services and other
similar types of correspondence, will be forwarded to the Independent Chairman.


                                     - 23 -
<PAGE>

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

None of the Company's directors, executive officers or employees, or former
directors, executive officers or employees, nor any associate of such
individuals, is as at the date hereof, or has been, during and since the years
ended December 31, 2004 and 2005, indebted to the Company or its subsidiary in
connection with a purchase of securities or otherwise. In addition, no
indebtedness of these individuals to another entity has been the subject of a
guarantee, support agreement, letter of credit or similar arrangement or
understanding of the Company or its subsidiary.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

No (a) director or executive officer of the Company who has held such position
at any time since January 1, 2004; (b) proposed nominee for election as a
director of the Company; or (c) associate or affiliate of a person in (a) or (b)
has any material interest, direct or indirect, by way of beneficial ownership of
securities or otherwise, in any matter to be acted upon at the Meeting, other
than directors and executive officers of the Company having an interest in the
resolutions regarding the approval of the amendments to the Share Incentive Plan
and the Restricted Share Plan as such persons may be eligible to participate in
such plans.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Other than as described in this Management Information Circular, the Company's
management's discussion and analysis and the notes to the Company's financial
statements, since December 31, 2004, no informed person of the Company, nominee
for election as a director of the Company, or any associate or affiliate of an
informed person or nominee, has or had any material interest, direct or
indirect, in any transaction or any proposed transaction which has materially
affected or will materially affect the Company or its subsidiaries.


                             BUSINESS OF THE MEETING

ELECTION OF DIRECTORS

At the Meeting eleven directors will be elected. All directors so elected will
hold office until the next annual meeting of shareholders of the Company or
until their successors are elected or appointed. THE PERSONS NAMED IN THE
ENCLOSED FORM OF PROXY INTEND TO CAST THE VOTES TO WHICH THE COMMON SHARES
REPRESENTED BY SUCH PROXY ARE ENTITLED FOR THE ELECTION OF THE NOMINEES WHOSE
NAMES ARE SET FORTH BELOW, 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 persons named in the enclosed form of proxy reserve
the right to vote for another nominee in their discretion.

The following table sets forth certain information with respect to all persons
proposed to be nominated by management for election as directors.


                                     - 24 -
<PAGE>
<TABLE>
<CAPTION>
<S>                                                                           <C>
====================== =================== =============== ===================== =============== ========================
NAME AND PLACE OF      PRINCIPAL           DIRECTOR SINCE     COMMON SHARES,        CURRENT        MEETINGS ATTENDED (2)
RESIDENCE              OCCUPATION                            RESTRICTED SHARE    COMMITTEES(2)          IN 2004/2005
                                                           RIGHTS AND DEFERRED                   ---------- -------------
                                                            SHARE UNITS OWNED,                      BOARD     COMMITTEES
                                                              CONTROLLED OR                        (TOTAL)

- ---------------------- ------------------- --------------- --------------------- --------------- ------------------------

John A. Brough         President,           January 19,     2,916 Common Shares      A, C, N      2004       2004
Vero Beach, Florida    Torwest Inc. (real   1994              14,534.24 DSU's                     ----       ----
                       estate development                                                         5 of 5     A -  6 of 6
                       company)                                                                              C -  1 of 1
                                                                                                             N -  0 of 0

                                                                                                  2005       2005
                                                                                                  ----       ----
                                                                                                  13 of 14   A - 5 of 5
                                                                                                             C - 1 of 1
                                                                                                             N - 2 of 2

- ---------------------- ------------------- --------------- --------------------- --------------- ---------- -------------

Tye W. Burt            President and        March 23, 2005   439,609 Restricted        None       2004       N/A
Toronto, Ontario       Chief Executive                          Share Rights                      ----
                       Officer of the                                                             N/A
                       Company
                                                                                                  2005
                                                                                                  ----
                                                                                                  9 of 9
- ---------------------- ------------------- --------------- --------------------- --------------- ---------- -------------

Scott A. Caldwell      Executive Vice       March 3, 2003   58,072 Common Shares       None       2004       N/A
Toronto, Ontario       President and                         74,357 Restricted                    ----
                       Chief Operating                          Share Rights                      5 of 5
                       Officer of the
                       Company                                                                    2005
                                                                                                  ----
                                                                                                  13 of 14
- ---------------------- ------------------- --------------- --------------------- --------------- ---------- -------------

John K. Carrington     Retired Mining       October 26,       NIL Common Share        CG, E       2004       N/A
Thornhill, Ontario     Executive            2005                775.92 DSU's                      ----
                                                                                                  N/A

                                                                                                  2005
                                                                                                  ----
                                                                                                  3 of 3
- ---------------------- ------------------- --------------- --------------------- --------------- ---------- -------------

Richard S. Hallisey    President,           December 5,     NIL Common Share           CG,E       2004       2004
Toronto, Ontario       Sullivan Holdings    2004            9,814.88 DSU's                        ----       ----
                       Limited                                                                    5 of 5     CG - 2 of 2
                       (wholly-owned                                                                         E- 4 of 4
                       family investment
                       company)                                                                   2005       2005
                                                                                                  ----       ----
                                                                                                  14 of 14   CG - 2 of 2
                                                                                                             E - 3 of 4
- ---------------------- ------------------- --------------- --------------------- --------------- ---------- -------------

John M.H. Huxley       Principal,           May 31, 1993    41,603 Common Shares     A, C, N      2004       2004
Toronto, Ontario       Algonquin                              12,892.47 DSU's                     ----       ----
                       Management Inc.                                                            5 of 5     A - 6 of 6
                       (management                                                                           C - 1 of 1
                       company)                                                                              N - 0 of 0

                                                                                                  2005       2005
                                                                                                  ----       ----
                                                                                                  13 of 14   A - 5 of 5
                                                                                                             C - 1 of 1
                                                                                                             N - 2 of 2

- ---------------------- ------------------- --------------- --------------------- --------------- ---------- -------------

John A. Keyes          Retired Mining       March 3, 2003   11,666 Common Shares        E         2004       2004
The Woodlands, Texas   Executive                              12,251.55 DSU's                     ----       ----
                                                                                                  5 of 5     E - 4 of 4

                                                                                                  2005       2005
                                                                                                  ----       ----
                                                                                                  13 of 14   E - 4 of 4

- ---------------------- ------------------- --------------- --------------------- --------------- ---------- -------------

Catherine              Chairman and         October 26,      NIL Common Shares         C,N        2004       N/A
McLeod-Seltzer         Chief Executive      2005                775.92 DSU's                      ----
Vancouver, B.C.        Officer, Pacific                                                           N/A
                       Rim Mining
                       Corporation                                                                2005
                                                                                                  ----
                                                                                                  3 of 3
- ---------------------- ------------------- --------------- --------------------- --------------- ---------- -------------
</TABLE>

                                     - 25 -
<PAGE>
<TABLE>
<CAPTION>
<S>                                                                           <C>
====================== =================== =============== ===================== =============== ========================
NAME AND PLACE OF      PRINCIPAL           DIRECTOR SINCE     COMMON SHARES,        CURRENT        MEETINGS ATTENDED (2)
RESIDENCE              OCCUPATION                            RESTRICTED SHARE    COMMITTEES(2)          IN 2004/2005
                                                           RIGHTS AND DEFERRED                   ---------- -------------
                                                            SHARE UNITS OWNED,                      BOARD     COMMITTEES
                                                              CONTROLLED OR                        (TOTAL)

- ---------------------- ------------------- --------------- --------------------- --------------- ---------- -------------

George A. Michals      President,           January 31,     27,083 Common Shares        CG        2004       2004
Orangeville, Ontario   Baymont Capital      2003              11,413.41 DSU's                     ----       ----
                       Resources Inc.                                                             5 of 5     A - 6 of 6
                       (investment                                                                           CG -  2 of 2
                       holding company)
                                                                                                  2005       2005
                                                                                                  ----       ----
                                                                                                  12 of 14   A - 5 of 5
                                                                                                             CG - 2 of 2

- ---------------------- ------------------- --------------- --------------------- --------------- ---------- -------------

John E. Oliver         Sr. Vice President,  March 7, 1995   7,360 Common Shares        C, N       2004       2004
Halifax, Nova Scotia   Retail and Small                       28,299.38 DSU's                     ----       ----
                       Business Banking,                                                          5 of 5     C - 1 of 1
                       Scotiabank                                                                            CG - 2 of 2
                       (financial                                                                            N -  0 of 0
                       institution)
                                                                                                  2005       2005
                                                                                                  ----       ----
                                                                                                  14 of 14   C - 1 of 1
                                                                                                             CG - 2 of 2
                                                                                                             N - 2 of 2

- ---------------------- ------------------- --------------- --------------------- --------------- ---------- -------------

Terence C.W. Reid      Retired Executive    January 5,      NIL Common Shares          A, E       2004       N/A
Toronto, Ontario                            2005               5,087.43 DSU's                     ----
                                                                                                  N/A

                                                                                                  2005
                                                                                                  ----
                                                                                                  11 of 14
====================== =================== =============== ===================== =============== ========== =============
</TABLE>

(1)     Information respecting holdings of Common Shares, Restricted Share
        Rights and Deferred Share Units has been provided by individual
        directors. Outside directors are required to receive 50% of their annual
        compensation in Deferred Share Units, subject to the right to make an
        annual election for a cash payment instead of Deferred Share Units
        conditional upon meeting the minimum DSU's share ownership requirements
        of the Board.
(2)     Committees: A-Audit, C-Compensation, CG-Corporate Governance,
        E-Environmental, Health & Safety, N-Nominating. The Board has also
        appointed a Special Projects Committee currently comprised of Messrs.
        Brough, Michals and Oliver.

Each of the directors has held the principal occupation set forth opposite his
or her name, or other executive offices with the same firm or its affiliates,
for the past five years, with the exception of Tye W. Burt, John K. Carrington,
Richard S. Hallisey, John A. Keyes, Catherine McLeod-Seltzer and Terence C.W.
Reid.

Prior to March 23, 2005, Mr. Burt was Vice Chairman and Executive Director,
Corporate Development of Barrick Gold Corporation since February 2004. Prior to
that he was Executive Director, Corporate Development of Barrick since December
2002. From April 2000 to December 2002, he was a Principal of Harris Partners
Limited (investment banking) and President of Cartesian Capital Corp.
(investment banking). Prior to January 2005, Mr. Carrington was Vice-Chairman
and a director and prior to February 2004, he was Chief Operating Officer of
Barrick Gold Corporation. Prior to December 2001, Mr. Hallisey was
Vice-Chairman, National Bank Limited and, prior to January 1999, he was
Vice-Chairman, First Marathon Securities Limited. Mr. Keyes, prior to January
2001, was President and Chief Operating Officer of Battle Mountain Gold Company
and prior thereto was Senior Vice-President of Battle Mountain Gold Company.
Prior to January 2006, Ms. McLeod-Seltzer was President and Chief Executive
Officer of Pacific Rim Mining Corporation. Mr. Reid was president of Laketon
Investment Management between 2001 and 2003.

JOHN A. BROUGH

Mr. Brough has been President of Torwest Inc., a real estate development
company, since 1998. Prior to 1998, Mr. Brough held the position of Executive
Vice-President and Chief Financial Officer of iStar Internet

                                     - 26 -
<PAGE>

Inc. Prior to 1997, Mr. Brough was Senior Vice President and Chief Financial
Officer of Markborough Properties Limited. He holds a Bachelor of Arts degree
and is a Chartered Accountant.

TYE W. BURT

Mr. Burt was appointed President and Chief Executive Officer of Kinross in
March, 2005. Prior to that Mr. Brut held the position of Vice Chairman and
Executive Director of Corporate Development of Barrick Gold Corporation. From
December 2002 to February 2004, he was Executive Director of Corporate
Development of Barrick Gold Corporation. From May 2002 - December 2002 he was
Principal, Harris Partners Limited (investment banking) (but consulting on a
full time basis to Barrick Gold). From May 2000 - May 2002 he was President of
Cartesian Capital Corp. Mr. Burt is also a director and Vice Chairman of the
audit committee of the Ontario Financing Authority and a director of NRX Global
Corporation. Mr. Burt is a member of the Law Society of Upper Canada and is a
graduate of Osgood Law School and holds a Bachelor of Arts degree from the
University of Guelph.

SCOTT A. CALDWELL

Mr. Caldwell is currently Executive Vice President and Chief Operating Officer
of the Company. Since Mr. Caldwell has joined in 1998 he has held various senior
management positions with Kinross. Prior to joining the Company, he was Vice
President of Operations for Echo Bay Mines Ltd. from 1996 to 1998 and Vice
President Operations of Compania Minera Dora Ines de Callahusi from 1995 to 1996
and also occupied other functions with other mining companies. Mr. Caldwell has
a Bachelor of Science degree in engineering.

JOHN K. CARRINGTON

Mr. Carrington was Vice-Chairman and a director of Barrick Gold Corporation from
1999 through 2004. Prior to that Mr. Carrington was 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 Master of Engineering (Mining). He is a member of the
Association of Professional Engineers of Ontario.

RICHARD S. HALLISEY

Mr. Hallisey is President and Director of Sullivan Holdings Limited, a position
he has held full time since December, 2001. From January 1999 to December 2001,
Mr. Hallisey was Vice-Chairman and Managing Director of National Bank Financial.
Prior to his position with National Bank Financial, Mr. Hallisey was Co-founder,
Vice-Chairman and Director of First Marathon Securities Limited. Mr. Hallisey
holds a Bachelor of Applied Science (Civil-Geological Engineering) from the
University of British Columbia and a Masters in Business Administration from the
University of Western Ontario.

JOHN M.H. HUXLEY

Mr. Huxley has been a principal of Algonquin Management Inc., the manager of the
Algonquin Power Income Fund, since 1997. Prior to that he was 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.

JOHN A. KEYES

Mr. Keyes most recently held the position of President and Chief Operating
Officer of Battle Mountain Gold Company until 2001. Mr. Keyes has a Bachelor of
Science degree (honours) and has completed an executive MBA course.

                                     - 27 -
<PAGE>

CATHERINE MCLEOD-SELTZER

Ms. McLeod-Seltzer is Chairman, Chief Executive Officer and a director of
Pacific Rim Mining Corp. She has been an officer and director of Pacific Rim
since 1997. From 1994 to 1996, she was 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 degree in Business Administration.
She holds directorships in other publicly traded companies including Silver
Standard Resources Inc., Bear Creek Mining Corporation, Miramar Mining Corp.,
Stornoway Diamond Corporation and Peru Copper Inc.

GEORGE F. MICHALS

Mr. Michals is President of Baymont Capital Resources Inc., an investment
holding company. 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 also 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 and is a Chartered
Accountant.

JOHN E. OLIVER

Mr. Oliver was appointed Senior Vice President, Atlantic Region, Bank of Nova
Scotia in March 2004. Mr. Oliver was previously Executive Managing Director and
Co-Head of Scotia Capital U.S., Bank of Nova Scotia since October 1999. From
1997 to 1999 Mr. Oliver was Senior Vice-President, Corporate and Real Estate
Banking of Bank of Nova Scotia and prior thereto, he was Senior Vice-President
of Real Estate Banking of Bank of Nova Scotia. Mr. Oliver was appointed the
Independent Chairman of the Company in August 2002.

TERENCE C.W. REID

Mr. Reid retired as Vice-Chairman of CIBC Wood Gundy in 1997 after a career
there spanning thirty-one (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 Chairman of the Montreal
Stock Exchange. He holds a diploma in law from the University of Witwatersrand,
Johannesburg and an MBA from the University of Toronto.

CEASE TRADE ORDERS OR BANKRUPTCIES

Other than as disclosed below, no director of the Company is, or within the ten
years prior to the date hereof has 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.

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 in
connection with the Company's failure to file its audited financial statements
for the year ended December 31, 2004. A similar order was issued by the Nova
Scotia Securities Commission against Mr. John Oliver who is a resident of such
province. These management cease trade orders have been lifted on February 22,
2006.

                                     - 28 -
<PAGE>

APPOINTMENT OF AUDITORS

At the request of the Board of Directors, Deloitte & Touche LLP ("D&T") of
Toronto, Ontario, notified Kinross that it would not stand for reappointment as
auditors of the Company for the Company's 2005 financial year. D&T had been the
auditors of the Company since May 31, 1993. The Board of Directors has appointed
KPMG LLP ("KPMG") as auditors of the Company for the 2005 financial year and
proposes to ask that the shareholders ratify such appointment for the 2005
financial year and reappoint KPMG as auditors of the Company to be effective
until the close of the next annual meeting of the Company. Details of the fees
paid to D&T and KPMG for the last two financial years are available in the
Company's AIF filed on WWW.SEDAR.COM.

Other than the disagreement disclosed below, there was no reportable event
(disagreements, consultations or unresolved issues as described in National
Instrument 51-102: Continuous Disclosure Obligations) in connection with prior
audits of the Company since January 1, 2003 and no such prior audits contained
reservations:

        On November 9, 2004, the Corporation entered into a letter of intent in
        connection with the purchase from Rio Tinto PLC of a 51% interest in the
        Paracatu gold mine in Brazil. D&T disagreed with the Company's view that
        this proposed transaction did not result in an event or a change of
        circumstances during the third quarter of 2004, that more likely than
        not reduced the fair value of Kinross' previously owned 49% interest in
        the Paracatu gold mine below its carrying value, which would have
        resulted in a requirement to test goodwill for impairment. Management
        ultimately agreed to assess whether goodwill was impaired as a result of
        the negotiation of that letter of intent, and the disagreement was
        resolved to the satisfaction of D&T by the Company's recognizing a
        goodwill impairment of $143 million in the third quarter of 2004.

        The disagreement was discussed with the Audit Committee of the
        Corporation and the Company has authorized D&T to respond fully to
        inquiries of KPMG concerning the disagreement.

The Company filed a Notice of Change of Auditors ("Notice") dated November 15,
2005. Copies of the Notice and the responses from D&T, as former auditors, and
KPMG, as successor auditors (collectively the "Reporting Package") are attached
to this Management Information Circular as Schedule "A".

The shareholders will be asked to consider, and if thought fit to pass, an
ordinary resolution ratifying the appointment of KPMG of Toronto, Ontario as
auditors of the Company for the 2005 financial year and to re-appoint KPMG 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 of Directors.

THE MANAGEMENT DESIGNEES, IF NAMED AS PROXY, INTEND TO VOTE THE SHARES
REPRESENTED BY ANY SUCH PROXY FOR THE RATIFICATION OF THE APPOINTMENT AND THE
RE-APPOINTMENT OF KPMG OF TORONTO, ONTARIO AS AUDITORS OF THE COMPANY AT A
REMUNERATION TO BE FIXED BY THE BOARD OF DIRECTORS, UNLESS THE SHAREHOLDER HAS
SPECIFIED IN HIS PROXY THAT HIS SHARES ARE TO BE WITHHELD FROM VOTING IN THE
APPOINTMENT OF AUDITORS.

AMENDMENTS TO SHARE INCENTIVE PLAN

INCREASE OF THE NUMBER OF COMMON SHARES ISSUABLE UNDER THE PLAN

At the meeting, shareholders will be asked to approve an amendment to the Share
Incentive Plan to increase the number of Common Shares issuable under the plan.
The Share Incentive Plan consists of the Share Purchase Plan and Stock Option
Plan. Currently the maximum number of Common Shares issuable pursuant to the
Share Incentive Plan is 9,833,333 representing approximately 2.8% of the number
of Common Shares currently issued and outstanding of which 2,666,667 Common
Shares are allocated to the Share Purchase Plan and 7,166,667 Common Shares are
allocated to the Stock Option Plan.

                                     - 29 -
<PAGE>

As at April 3, 2006, an aggregate of 3,831,776 Common Shares had been issued
pursuant to the Share Incentive Plan, of which 2,316,251 Common Shares had been
issued pursuant to the Purchase Plan and 1,515,525 Common Shares had been issued
upon the exercise of stock options ("Stock Options") under the Stock Option
Plan. Accordingly, as at April 3, 2006, an aggregate of 1,924,896 Common Shares
remained available for issuance pursuant to the Share Incentive Plan, of which
350,416 Common Shares are available for issuance under the Share Purchase Plan
and 1,574,480 Common Shares are available for issuance upon the exercise of
Stock Options. As at April 3, 2006, 3,706,217 Stock Options were outstanding
under the Stock Option Plan.

Management and the Board of Directors believe it is important for the Company to
have a sufficient number of Common Shares available for issuance under the plan
to attract, retain and motivate Kinross employees. Therefore, on December 21,
2005, the Board of Directors of the Company approved an amendment to the Share
Incentive Plan to increase the maximum number of Common Shares issuable under
the Share Incentive Plan from 9,833,333 Common Shares to 12,833,333 Common
Shares, being an actual increase of 3,000,000 Common Shares (the "Share
Incentive Plan Amendment"). It is critical for the Company to be have a
sufficient number of Common Shares available for issuance under the plan to
attract, retain and motivate Kinross employees. This number represents
approximately 3.7% of the number of Common Shares currently issued and
outstanding. Of the 3,000,000 additional Common Shares proposed to be reserved
under the Share Incentive Plan, 2,000,000 would be allocated to the Stock Option
Plan and 1,000,000 additional Common Shares would be allocated to the Share
Purchase Plan. After giving effect to the Share Incentive Plan Amendment, there
will be 1,350,416 Common Shares available for issuance under the Share Purchase
Plan and 3,574,480 Common Shares available for issuance under the Stock Option
Plan.

A description of the Share Incentive Plan is included under the heading
"Executive Compensation - Report on Executive Compensation - Share Incentive
Plan". A copy of the Share Incentive Plan, as amended, will be made available
upon request by contacting the Vice President, Administration and Corporate
Secretary of the Company.

In order to be effective, the resolution to approve the Share Incentive Plan
Amendment must be approved by a majority of the votes cast in respect thereof as
required by the Toronto Stock Exchange ("TSX").

THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS THAT THE SHAREHOLDERS OF THE
COMPANY VOTE FOR THE SHARE INCENTIVE PLAN AMENDMENT.

THE PERSONS NAMED IN THE ENCLOSED FORM OF PROXY INTEND TO CAST THE VOTES TO
WHICH THE COMMON SHARES REPRESENTED BY SUCH PROXY ARE ENTITLED FOR THE SHARE
INCENTIVE PLAN AMENDMENT UNLESS THE SHAREHOLDER WHO HAS GIVEN SUCH PROXY HAS
DIRECTED THAT THE COMMON SHARES BE VOTED OTHERWISE.

REVISION OF EXPIRY CLAUSE FOR FUTURE ISSUED OPTIONS

On December 21, 2005, the Board of Directors resolved to amend the Stock Option
Plan in order for Stock Options issued after December 21, 2005 to automatically
be extended when the expiry date of such Stock Options fall during a corporate
blackout trading period, so that such Stock Options would expire on the 10th
business day following the expiry of the blackout period. The Board of Directors
thinks this amendment is necessary as the future necessity of corporate blackout
periods to prohibit its officers and insiders from trading while material
information may not have been disclosed to the public, is not predictable when
Stock Options are granted, and, as a result, when Stock Options expire during
blackout periods, officers and other insiders may be prevented from exercising
their Stock Options before their expiry and may lose the benefits of this
important incentive.

At the Meeting the shareholders will be asked to approve the proposal to revise
the expiry terms of Options granted after December 21, 2005 in the manner
described above (the "Extension Resolution").

As required by the TSX, in order to be effective the Extension Resolution must
be approved by a majority of the votes cast at the Meeting, excluding therefrom
any votes in respect to Common Shares beneficially owned by insiders of the
Corporation who are entitled to participate in the Stock Option Plan ("Insider

                                     - 30 -
<PAGE>

Participants") and their associates. To the knowledge of the Company, as at
March 15, 2006, there were 215,675 Common Shares beneficially owned by Insider
Participants and their associates, in respect of which votes will not be counted
for the purposes of the "disinterested shareholder vote" as required by the TSX.

THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS THAT THE SHAREHOLDERS OF THE
COMPANY VOTE FOR THE EXTENSION RESOLUTION.

THE PERSON NAMED IN THE ENCLOSED FORM OF PROXY INTEND TO CAST THE VOTES TO WHICH
THE COMMON SHARES REPRESENTED BY SUCH PROXY ARE ENTITLED FOR THE EXTENSION
RESOLUTION UNLESS THE SHAREHOLDER WHO HAS GIVEN SUCH PROXY HAS DIRECTED THAT THE
COMMON SHARES BE VOTED OTHERWISE.

AMENDMENT TO THE RESTRICTED SHARE PLAN

At the meeting, Shareholders will be asked to approve an amendment to the
Restricted Share Rights Plan to increase the number of Common Shares issuable
under the plan.

The maximum number of Common Shares issuable under the Restricted Share Plan is
currently set at 1,333,333 in the aggregate, which represents 0.386% of the
number of Common Shares currently issued and outstanding.

As at December 31, 2005, an aggregate of 103,241 Common Shares had been issued
pursuant to the Restricted Share Plan. As at December 31, 2005, 457,547
Restricted Share Rights were outstanding under the Restricted Share Plan and
accordingly 772,546 remained available for issuance upon the exercise of
Restricted Share Rights. It is believed to be critical for the Company to have a
sufficient number of Common Shares issuable under the plan to attract, retain
and motivate Kinross employees. Therefore, on December 21, 2005, the Board of
Directors of the Company approved an amendment to the Restricted Share Plan to
increase the maximum number of Common Shares issuable under the Restricted Share
Plan from 1,333,333 to 4,000,000 (the "Restricted Share Plan Amendment"), which
represents 1.15% of the number of Common Shares currently issued and
outstanding.

On April 3, 2006 an aggregate of 887,476 Restricted Share Rights was granted to
officers and employees. Therefore, 114,930 Restricted Share Rights have been
granted to officers and employees of the Company over the current maximum of
Common Shares issuable under the Restricted Share Plan, and accordingly, unless
the shareholders approve the proposed increase to the number of common shares
issuable under the plan such 114,930 Restricted Share Rights will be cancelled.
The individuals who were granted such Restricted Share Rights will have a pro
rated reduction in the number of Restricted Share Rights granted if the
shareholders do not approve the increase to the Restricted Share Plan.

After giving effect to the Restricted Share Plan Amendment there will be
2,551,737 Common Shares available for issuance upon the exercise of Restricted
Shares.

A description of the Restricted Share Plan is included under the heading
"Executive Compensation - Report on Executive Compensation - Restricted Share
Plan". A copy of the Restricted Share Plan will be made available upon request
by contacting Vice President, Administration and the Corporate Secretary of the
Company.

In order to be effective, the resolution to approve the Restricted Share Plan
Amendment must be approved by a majority of the votes cast in respect thereof as
required by the TSX.

THE BOARD OF DIRECTORS OF THE CORPORATION RECOMMENDS THAT THE SHAREHOLDERS OF
THE CORPORATION VOTE FOR THE RESTRICTED SHARE PLAN AMENDMENT.

THE PERSONS NAMED IN THE ENCLOSED FORM OF PROXY INTEND TO CAST THE VOTES TO
WHICH THE COMMON SHARES REPRESENTED BY SUCH PROXY ARE ENTITLED FOR THE
RESTRICTED SHARE PLAN AMENDMENT UNLESS

                                     - 31 -
<PAGE>

THE SHAREHOLDER WHO HAS GIVEN SUCH PROXY HAS DIRECTED THAT THE COMMON SHARES BE
VOTED OTHERWISE.

ADOPTION OF SHAREHOLDER RIGHTS PLAN

BACKGROUND

In March, 2006, the board of directors of the Company approved the adoption of a
shareholder rights plan (the "Shareholder Rights Plan"). The Shareholder Rights
Plan is currently effective, but is subject to approval by the shareholders of
the Company at the Meeting. Shareholders will be asked to consider and, if
deemed advisable, to approve the Shareholder Rights Plan and the issuance of all
Rights (defined below) to be issued pursuant to the Shareholder Rights Plan. The
Shareholder Rights Plan has a term of three years and will expire on March 29,
2009, unless the Rights are earlier redeemed. Approval of the Shareholder Rights
Plan by shareholders is required by the Toronto Stock Exchange. 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, Administration and Corporate Secretary of the Company.

OBJECTIVES OF THE SHAREHOLDER RIGHTS PLAN

The fundamental objectives of the Shareholder Rights Plan are to provide
adequate time for the Company's board of directors and shareholders to assess an
unsolicited take-over bid for the Company, to provide the board of directors
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.

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 Company's board of
directors. If a take-over bid fails to meet these minimum standards and the
Shareholder Rights Plan is not waived by the board of directors, 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 of directors of the Company is not aware of any
pending or threatened take-over bid for the Company.

In adopting the Shareholder Rights Plan, the board of directors considered the
existing legislative framework governing take-over bids in Canada. The board of
directors 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 of
directors 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 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.

                                     - 32 -
<PAGE>

It is not the intention of the board of directors in recommending the
confirmation and ratification of the Shareholder Rights Plan 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
various mechanisms where shareholders could tender to take-over bids as long as
they meet the Permitted Bid criteria. Furthermore, even in the context of the
take-over bid that does not meet the Permitted Bid criteria, the board of
directors 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 of directors will be obligated to act honestly and in good faith with a
view to the best interests of the Company.

A number of recent decisions rendered by the Canadian securities regulators
relating to shareholder rights plans have concluded that a board of directors
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 of directors 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 Company's
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 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.

In recent years, unsolicited bids have been made for a number of Canadian public
companies, many of which had shareholder rights plans. The board of directors
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.

The Shareholder Rights Plan is not expected to interfere with the day-to-day
operations of the Company. The continuation of the existing outstanding Rights
and the issuance of additional Rights in the future will not 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
and reported cash flow 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.

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 DATE

The effective date of the Shareholder Rights Plan is March 29, 2006 (the
"Effective Date").

(II)    TERM

Subject to the approval by shareholders of the Company at the Meeting, as set
forth herein, the Rights Agreement and the Rights issued thereunder will expire
on March 29, 2009, unless otherwise terminated in accordance with their terms.

                                     - 33 -
<PAGE>

(III)   ISSUE OF RIGHTS

On the Effective Date, one right (a "Right") was issued and attached to each
Common Share outstanding 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 Date 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.

(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 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 of directors, 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

                                     - 34 -
<PAGE>

take-over bid is made by a take-over bid circular to all the holders of Common
Shares. Where the board of directors 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 of directors 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 of directors without such approval following completion of a Permitted
Bid, Competing Permitted Bid or Exempt Acquisition.

(IX)    AMENDMENT

The board of directors 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 of directors 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 of directors to act honestly and in good faith with a view to the best
interests of the Company. The board of directors, 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.

(XI)    EXEMPTIONS FOR INVESTMENT ADVISORS

Investment advisors (for fully managed accounts), 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 THE SHAREHOLDER RIGHTS PLAN

The text of the resolution approving the Shareholder Rights Plan to be put
before shareholders at the Meeting is as follows:

        "BE IT HEREBY RESOLVED THAT:

        1.      the Shareholder Rights Plan as set forth in the Rights Agreement
                dated March 29, 2006, between the Company and Computershare
                Investor Services Inc., and the issuance of all Rights issued
                pursuant to such Rights Plan, is hereby approved, confirmed and
                ratified;

        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; and

                                     - 35 -
<PAGE>

        3.      notwithstanding the approval of holders of the Common Shares to
                the above resolutions, the directors of the Company may revoke
                the foregoing resolutions before they are acted on without any
                further approval by the holders of Common Shares of the
                Company."

DIRECTORS' RECOMMENDATION

FOR THE REASONS INDICATED ABOVE, THE BOARD OF DIRECTORS 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 FORM OR
EFFECT.

ADDITIONAL INFORMATION

Additional information relating to the Company can be found on SEDAR at
www.sedar.com. Financial information is provided in the Company's audited
consolidated financial statements and management's discussion and analysis for
the year ended December 31, 2005 which accompany this Management Information
Circular and can also be found on SEDAR at www.sedar.com. Shareholders may also
contact the Director, Investor Relations and Communications of the Company by
phone at (416) 365-1362 or by e-mail at tracey.thom@kinross.com to request
copies of these documents.



                                     - 36 -
<PAGE>
DIRECTORS' APPROVAL

The contents of this Management Information Circular and the sending thereof to
the shareholders of the Company have been approved by the Board.

                                      BY ORDER OF THE BOARD OF DIRECTORS


                                      "SHELLEY M. RILEY"
                                      -----------------------------------------
                                      Shelley M. Riley
                                      Vice President Administration and
                                      Corporate Secretary
Toronto, Ontario
April 3, 2006


                                     - 37 -
<PAGE>

                                   SCHEDULE A
                          NOTICE OF CHANGE OF AUDITORS

Kinross Gold Corporation (the "Corporation") hereby provides notice pursuant to
National Instrument 51-102 Continuous Disclosure Obligations ("NI 51-102") of a
change of auditors from Deloitte & Touche LLP ("D&T"), Chartered Accountants, to
KPMG LLP ("KPMG"), Chartered Accountants, for the 2005 financial year.

1.      On November 7, 2005, the Chairman of the Audit Committee of the
        Corporation, on behalf of the Board of Directors, notified D&T that the
        Corporation was requesting that D&T not stand for reappointment as
        auditors of the Corporation for the financial year ending December 31,
        2005.

2.      Following its receipt of that request, by letter dated November 11, 2005
        D&T has confirmed to the Corporation that it will not stand for
        re-appointment as auditors for the financial year ending December 31,
        2005.

3.      On the recommendation of the Audit Committee of the Corporation, the
        Board of Directors of the Corporation has considered and approved the
        non-reappointment of D&T as auditors of the Corporation and the proposal
        to engage KPMG as auditors of the Corporation for the financial year
        ending December 31, 2005.

4.      The Corporation will ask that the shareholders of the Corporation ratify
        the appointment of KPMG as auditors of the Corporation for the financial
        year ending December 31, 2005 at the next annual meeting of the
        shareholders of the Corporation.

5.      D&T did not have any reservation in its auditor's report for the
        financial statements of the Corporation for the financial year ended
        December 31, 2003, however the Corporation has previously announced that
        it will restate its financial statements for that financial year and D&T
        has since withdrawn its auditor's report on those statements. The
        Corporation has not filed audited financial statements for its financial
        year ended December 31, 2004 or restated financial statements for its
        financial year ended December 31, 2003, and D&T's audit reports on such
        statements have not been received yet.

6.      During the period commencing January 1, 2003 to the date hereof, there
        were no reportable events (as defined in subsection 4.11(1) of NI
        51-102), other than the following disagreement:

        On November 9, 2004, the Corporation entered into a letter of intent in
        connection with the purchase from Rio Tinto PLC of a 51% interest in the
        Paracatu gold mine in Brazil. D&T disagreed with the Corporation's view
        that this proposed transaction did not result in an event or a change of
        circumstances during the third quarter of 2004, that more likely than
        not reduced the fair value of Kinross' previously owned 49% interest in
        the Paracatu gold mine below its carrying value, which would have
        resulted in a requirement to test goodwill for impairment. Management
        ultimately agreed to assess whether goodwill was impaired as a result of
        the negotiation of that letter of intent, and the disagreement was
        resolved to the satisfaction of D&T by the Corporation recognizing a
        goodwill impairment of $143 million in the third quarter of 2004.

        The disagreement was discussed with the Audit Committee of the
        Corporation and the Corporation has authorized D&T to respond fully to
        inquiries of KPMG concerning the disagreement.

7.      The Corporation has requested D&T and KPMG to each furnish a letter
        addressed to the securities administrators in each province in which the
        Corporation is a reporting issuer stating whether or not they agree with
        the information contained in this notice. A copy of each such letter to
        the securities administrators will be filed with this notice.

DATED as of this 15th day of November, 2005.

                                          KINROSS GOLD CORPORATION

                                          (Signed) JOHN BROUGH

                                          Name: John Brough
                                          Title: Chairman of the Audit Committee

<PAGE>

                                                           Deloitte & Touche LLP
                                                           5140 Yonge Street
                                                           Suite 1700
                                                           Toronto ON M2N 6L7
                                                           Canada

                                                           www.deloitte.ca




[LOGO] DELOITTE


November 22, 2005


Alberta Securities Commission
British Columbia Securities Commission
Saskatchewan Securities Commission
Manitoba Securities Commission
Ontario Securities Commission
Autorite des marches financiers
New Brunswick Securities Commission
Nova Scotia Securities Commission
Securities Office, Prince Edward Island
Department of Government Services - Newfoundland and Labrador

Dear Sirs/Mesdames:
KINROSS GOLD CORPORATION (THE "COMPANY")

We are providing this letter as requested by the Company pursuant to Section
4.11, paragraph (5)(a)(ii)(B) of National Instrument 51-102. We refer to the
Notice of Change of Auditors dated November 15, 2005 prepared by the Company and
delivered to us (the "Notice"). We have reviewed the Notice, and agree with the
statements contained in the Notice, subject to the following:

        (a)     We have no basis to agree or disagree with the statements set
                out in paragraphs 3 and 4 of the Notice.

        (b)     We agree with the statements set out in paragraph 7 of the
                Notice to the extent they relate to Deloitte, beyond which we
                have no basis to agree or disagree.

We are providing this letter based on our knowledge as at the date of this
letter.

Yours very truly,

/s/ Deloitte & Touche LLP

Deloitte & Touche LLP

<PAGE>



November 22, 2005

Alberta Securities Commission
British Columbia Securities Commission
Saskatchewan Financial Services Commission
Manitoba Securities Commission
Ontario Securities Commission
Autorite des marches financiers
New Brunswick Securities Commission
Nova Scotia Securities Commission
Securities Office, Prince Edward Island
Department of Government Services - Newfoundland and Labrador

Dear Sirs:

RE:     KINROSS GOLD CORPORATION (THE "CORPORATION")

We have read the Notice of Change of Auditors of the Corporation dated November
15, 2005 and are in agreement with the statements contained in such Notice.

Yours truly,

/s/ KPMG LLP

Chartered Accountants

<PAGE>

                                   SCHEDULE B


                            KINROSS GOLD CORPORATION
                                   ("KINROSS")

                                     CHARTER
                                       OF
                             THE BOARD OF DIRECTORS

I.      PURPOSE

        Kinross' Board of Directors is ultimately responsible for the
        stewardship, the supervision and coaching of the management of the
        business and affairs of Kinross and to act in the best interests of
        Kinross. The Board of Directors will discharge its responsibilities
        directly and through its committees, currently consisting of an Audit
        Committee, Compensation Committee, Nominating Committee, Environmental
        and Health and Safety Committee and Corporate Governance Committee. The
        Board of Directors shall meet regularly to review the business
        operations and corporate governance and financial results of Kinross.
        Meetings of the Board of Directors shall include regular meetings with
        management to discuss specific aspects of the operations of Kinross. The
        "Independent" board members shall also hold separate, regularly
        scheduled meetings at which management is not in attendance.

II.     COMPOSITION

        The Board of Directors shall be constituted at all times of a majority
        of individuals who are "independent directors" in accordance with
        applicable legal requirements, including currently the requirements
        published by the Canadian Securities Administrators and the Corporate
        Governance Rules of New York Stock Exchange, which are reproduced in
        Schedule "A" attached hereto.

        As the rules set out in Schedule "A" may be revised, updated or replaced
        from time to time, the Board of Directors shall ensure that such
        schedule gets updated accordingly when required.


III.    RESPONSIBILITIES

        The Board of Directors' responsibilities include, without limitation to
        its general mandate, the following specific responsibilities:

        o       Appointing an "Independent Chairman" who will be responsible for
                the leadership of the Board of Directors and for specific
                functions to ensure the independence of the Board of Directors.

        o       The assignment to committees of directors of the general
                responsibility for developing Kinross' approach to: (i)
                corporate governance issues and nomination of board members;
                (ii) financial reporting and internal controls; (iii)
                environmental compliance; (iv) health and safety compliance; and
                (v) issues relating to compensation of officers and employees.

        o       Succession planning, including the selection, appointment,
                monitoring, evaluation and, if necessary, the replacement of the
                Chief Executive Officer and other executives, to ensure that
                management succession is, to the extent possible, effected in a
                manner so as not to be disruptive to Kinross' operations. The
                Board will, as part of this function, satisfy itself as to the
                integrity of the Chief Executive Officer and other executives
                and that such Chief Executive Officer and executives create and
                maintain a culture of integrity throughout the Kinross
                organization.

        o       With the assistance of the Nominating Committee:

<PAGE>

                -       Reviewing the composition of the Board to ensure that an
                        appropriate number of independent directors sit on the
                        Board of Directors.

                -       The assessment, at least annually, of the effectiveness
                        of the Board of Directors as a whole, the committees of
                        the Board of Directors and the contribution of
                        individual directors, including consideration of the
                        appropriate size of the Board of Directors.

                -       Ensuring that an appropriate selection process for new
                        nominees to the Board of Directors is in place.

                -       Ensuring that an appropriate orientation and education
                        program for new recruits to the Board of Directors is in
                        place.

                -       Establishing minimum shareholding requirements for
                        directors and disclosing such shareholdings.

        o       With the assistance of the Corporate Governance Committee,
                developing Kinross' approach to corporate governance, including
                developing a set of corporate governance principles and
                guidelines specific to Kinross.

        o       With the assistance of the Audit Committee:

                -       Ensuring the integrity of Kinross' internal control and
                        management information systems. Ensuring compliance with
                        laws and regulations, audit and accounting principles
                        and Kinross' own governing documents.

                -       Selecting, appointing, determining the remuneration of
                        and, if necessary, replacing the independent auditors.

                -       Ensuring the independence of the auditors.

                -       Identification of the principal risks of Kinross'
                        business and ensuring that appropriate systems are in
                        place to manage these risks.

                -       Review and approval of significant operational and
                        financial matters and the provision of direction to
                        management on these matters.

        o       With the assistance of the Compensation Committee, the approval
                of the compensation of the senior management team.

        o       With the assistance of the Environmental and Health and Safety
                Committee, overseeing the development and implementation of
                policies and practices of Kinross relating to environmental
                issues in order to ensure compliance with environmental laws.

        o       With the assistance of the Environmental and Health and Safety
                Committee, overseeing the development and implementation of
                policies and practices of Kinross relating to health and safety
                issues in order to ensure compliance with health and safety
                laws.

        o       With the assistance of the Officer responsible for investor
                relations, monitor and review feedback provided by Kinross'
                various stakeholders.

        o       Approving securities compliance policies, including
                communications policies of Kinross and review of these policies
                at least annually.

<PAGE>

        o       The adoption of a strategic planning process, approval and
                review, on an annual basis of a strategic plan that takes into
                account business opportunities and business risks identified by
                the Audit Committee and monitoring performance against plan.

        o       The review and approval of corporate objectives and goals and
                expectations applicable to senior management personnel of
                Kinross.

        o       Defining major corporate decisions which require Board approval
                and approving such decisions as they arise from time to time.

        o       Obtaining periodic reports from management on Kinross'
                operations including, but without limitation, reports on
                security issues surrounding Kinross' assets (property and
                employees) and the protection mechanism that management has in
                place.

        o       Ensuring that this Charter is disclosed on a yearly basis to the
                shareholders in Kinross' management information circular
                prepared for the annual and general meeting of shareholders or
                other disclosure document or on Kinross' website.

        o       Performing such other functions as prescribed by law or assigned
                to the Board of Directors in Kinross' constating documents and
                by-laws.

IV.     MISCELLANEOUS

1.      The members of the Board are expected to attend all meetings of Board of
        Directors unless prior notification of absence is provided.

2.      The members of the Board are required to have reviewed board materials
        in advance of the meeting and be prepared to discuss such materials at
        the meeting.

3.      The Board shall provide contact information on the website of Kinross of
        an independent director responsible for receiving feedback from
        shareholders and such director will report to the whole Board on a
        regular basis on the feed back received.

<PAGE>

                                  SCHEDULE "A"


INDEPENDENCE REQUIREMENTS OF MULTILATERAL POLICY 58-201

A member of the Board shall be considered "independent" if he or she has no
direct or indirect material relationship with the Company. A material
relationship is a relationship which could, in the view of the Board, reasonably
interfere with the exercise of a director's independent judgement.

Subject to the exemptions available under Multilateral Instrument 52-110 Audit
Committees, the following individuals are considered to have a material
relationship with the Company:

(a)     an individual who is, or has been within the last three years, an
        employee or executive officer of the Company;

(b)     an individual whose immediate family member is, or has been within the
        last three years, an executive officer of the Company;

(c)     an individual who:

        (i)     is a partner of a firm that is the Company's internal or
                external auditor;

        (ii)    is an employee of that firm; or

        (iii)   was within the last three years a partner or employee of that
                firm and personally worked on the Company's audit within that
                time;

(d)     an individual whose spouse, minor child or stepchild, or child or
        stepchild who shares a home with the individual:

        (i)     is a partner of a firm that is the Company's internal or
                external auditor;

        (ii)    is an employee of that firm and participates in its audit,
                assurance or tax compliance (but not tax planning) practice, or

        (iii)   was within the last three years a partner or employee of that
                firm and personally worked on the Company's audit within that
                time;

(e)     an individual who, or whose immediate family member, is or has been
        within the last three years, an executive officer of an entity if any of
        the Company's current executive officers serves or served at the same
        time on the entity's compensation committee; and

(f)     an individual who received, or whose immediate family member who is
        employed as an executive officer of the Company received, more than
        $75,000 in direct compensation from the Company during any 12 month
        period within the last three years, other than as remuneration for
        acting in his or her capacity as a member of the Board of Directors or
        any Board committee, or the receipt of fixed amounts of compensation
        under a retirement plan (including deferred compensation) for prior
        service for the Company if the compensation is not contingent in any way
        on continued service.

INDEPENDENCE REQUIREMENT OF NYSE RULES

A director shall be considered "independent" in accordance with NYSE Rules if
that director has no material relationship with the Company that may interfere
with the exercise of his/her independence from management and the Company.

In addition:

(a)     A director who is an employee, or whose immediate family member is an
        executive officer, of the Company is not independent until three years
        after the end of such employment relationships.

(b)     A director who receives, or whose immediate family member receives, more
        than $100,000 per year in direct compensation from the Company, other
        than director or committee fees and pension or other forms of deferred
        compensation for prior service (provided such compensation is not
        contingent in any

<PAGE>

        way on continued service), is not independent until three years after he
        or she ceases to receive more than $100,000 per year in such
        compensation.

(c)     A director who is affiliated with or employed by, or whose immediate
        family member is affiliated with or employed in a professional capacity
        by, a present or former internal or external auditor of the Company is
        not "independent" until three years after the end of the affiliation or
        the employment or auditing relationship.

(d)     A director who is employed, or whose immediate family member is
        employed, as an executive officer of another company where any of the
        Company's present executives serve on that company's compensation
        committee is not "independent" until three years after the end of such
        service or the employment relationship.

A director who is an executive officer or an employee, or whose immediate family
member is an executive officer, of a company that makes payments to, or receives
payments from, the Company for property or services in an amount which, in any
single fiscal year, exceeds the greater of $1 million, or 2% of such other
company's consolidated gross revenues, is not "independent" until three years
after falling below such threshold.
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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