EX-99.1 2 t81930_ex99-1.htm EXHIBIT 99.1

 
Exhibit 99.1
 
(kinross logo)
(logo)
 
8th Floor, 100 University Avenue
Toronto, Ontario M5J 2Y1
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Security Class
 
Holder Account Number
 
 
 
 
 
 
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    Form of Proxy - Annual and Special Meeting to be held on May 6, 2015
 
This Form of Proxy is solicited by and on behalf of Management.
Notes to proxy
 
1.
Every holder has the right to appoint some other person or company of their choice, who need not be a holder, to attend and act on their behalf at the meeting or any adjournment or postponement thereof. If you wish to appoint a person or company other than the persons whose names are printed herein, please insert the name of your chosen proxyholder in the space provided (see reverse).
 
2. 
If the securities are registered in the name of more than one owner (for example, joint ownership, trustees, executors, etc.), then all those registered should sign this proxy. If you are voting on behalf of a corporation or another individual you must sign this proxy with signing capacity stated, and you may be required to provide documentation evidencing your power to sign this proxy.
 
3. 
This proxy should be signed in the exact manner as the name(s) appear(s) on the proxy.
 
4.
If this proxy is not dated, it will be deemed to bear the date on which it is mailed by Management to the holder.
 
5. 
The securities represented by this proxy will be voted as directed by the holder, however, if such a direction is not made in respect of any matter, this proxy will be voted as recommended by Management.
 
6. 
The securities represented by this proxy will be voted in favour or withheld from voting or voted against each of the matters described herein, as applicable, in accordance with the instructions of the holder, on any ballot that may be called for and, if the holder has specified a choice with respect to any matter to be acted on, the securities will be voted accordingly.
 
7. 
This proxy confers discretionary authority in respect of amendments or variations to matters identified in the Notice of Meeting or other matters that may properly come before the meeting or any adjournment or postponement thereof.
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8. 
This proxy should be read in conjunction with the accompanying documentation provided by Management.
 
Proxies submitted must be received by 10:00 am, Eastern Time, on May 4, 2015.
 
VOTE USING THE TELEPHONE OR INTERNET 24 HOURS A DAY 7 DAYS A WEEK!
 
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     To Vote Using the Telephone
  (graphic)    To Vote Using the Internet     (graphic)   To Receive Documents Electronically
•   Call the number listed BELOW from a touch tone telephone.      Go to the following web site:
    www.investorvote.com
(graphic)      You can enroll to receive future securityholder
     communications electronically by visiting
     www.computershare.com/eDelivery and clicking
      on “eDelivery Signup”.
     1-866-732-VOTE (8683) Toll Free   •   Smartphone?
    Scan the QR code to vote now.
 
 
If you vote by telephone or the Internet, DO NOT mail back this proxy.
 
Voting by mail may be the only method for securities held in the name of a corporation or securities being voted on behalf of another individual.
Voting by mail or by Internet are the only methods by which a holder may appoint a person as proxyholder other than the Management nominees named on the reverse of this proxy. Instead of mailing this proxy, you may choose one of the two voting methods outlined above to vote this proxy..
 
To vote by telephone or the Internet, you will need to provide your CONTROL NUMBER listed below.
 
CONTROL NUMBER
 
 
 

 

 
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Appointment of Proxyholder
     
I/We, being holder(s) of Kinross Gold Corporation hereby appoint: John E. Oliver, or failing him, Shelley M. Riley
 
OR
Print the name of the person you are appointing if this person is someone other than the Management Nominees listed herein.
 
       
as my/our proxyholder with full power of substitution and to attend, act and to vote for and on behalf of the shareholder in accordance with the following direction (or if no directions have been given, as the proxyholder sees fit) and all other matters that may properly come before the Annual and Special Meeting of Shareholders of Kinross Gold Corporation (the “Company”) to be held at Glenn Gould Studio, 250 Front Street West, Toronto, Ontario M5V 3G5 on May 6, 2015 at 10:00 a.m. (Toronto time) and at any adjournment or postponement thereof.
 
VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.
 
                                 
                                 
1. Election of Directors
                               
   
For
 
Withhold
   
For
 
Withhold
     
For
 
Withhold
 
                                 
01. John A. Brough
 
 
 
02. John K. Carrington
 
 
03. John M.H. Huxley
 
 
 
                                 
04. Ave G. Lethbridge
 
 
 
05. Catherine McLeod-Seltzer
 
 
06. John E. Oliver
 
 
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07. Kelly J. Osborne
 
 
 
08. Una M. Power
 
 
09. J. Paul Rollinson
 
 
 
                                 
                                 
                         
For
 
Withhold
 
                                 
2. Appointment of Auditors
                 
To approve the appointment of KPMG LLP, Chartered Accountants, as auditors of the Company for the ensuing year and to authorize the directors to fix their remuneration.
 
 
 
                                 
                         
For
 
Against
 
                                 
3. Executive Compensation                  
To consider, and, if deemed appropriate, to pass, an advisory resolution on Kinross' approach to executive compensation.
 
 
 
                                 
                         
For
 
Against
 
                                 
4. Reconfirmation of the Shareholder Rights Plan          
To consider, and, if deemed appropriate, reconfirm the Shareholder Rights Plan agreement dated as of February 26, 2009, as amended and restated as of February 15, 2012, as more fully described in the Management Information Circular.  
 
 
         
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For
 
Against
 
                                 
5. Amendments to the Articles
To consider, and, if deemed appropriate, approve the amendments to the Articles of the company, as more fully described in the Management Information Circular.
 
 
 
           
                         
For
 
Against
 
                                 
6. Amendments to the By-laws
To consider, and, if deemed appropriate, approve amendments to the By-laws of the company, as more fully described in the Management Information Circular.
 
 
 
 
         
         
Authorized Signature(s)  This section must be completed for your instructions to be executed.
I/We authorize you to act in accordance with my/our instructions set out above. I/We hereby revoke any proxy previously given with respect to the Meeting. If no voting instructions are indicated above, this Proxy will be voted as recommended by Management.
 
Signature(s)
 
Date
     
DD / MM / YY
         
 
Interim Financial Statements – Mark this box if you would
like to receive Interim Financial Statements and accompanying Management’s Discussion and Analysis by mail.
Annual Financial Statements – Mark this box if you would
like to receive the Annual Financial Statements and accompanying Management’s Discussion and Analysis by mail.
       
If you are not mailing back your proxy, you may register online to receive the above financial report(s) by mail at www.computershare.com/mailinglist.
 
         
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