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, 2020
Commission File Number: 001-13382
KINROSS GOLD CORPORATION
(Translation of registrant's name into English)

17^th Floor, 25 York Street,
Toronto, Ontario M5J 2V5
(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:

        This Current Report on Form 6-K, dated April 2, 2020 is specifically incorporated by reference into Kinross Gold Corporation's Registration Statements on Form S-8 [Registration No. 333-217099, filed on April 3, 2017 and Registration Nos. 333-180824, 333-180823 and 333-180822, filed on April 19, 2012.]

This report on Form 6-K is being furnished for the sole purpose of providing a copy of the materials mailed to shareholders in connection with the annual meeting of shareholders to be held on May 6, 2020.

INDEX

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SIGNATURES

EXHIBIT INDEX

99.1    Form of Proxy

99.2    Notice and Access

99.3    Management Information Circular

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.

April 2, 2020

QuickLinks

Important notice regarding the availability of proxy materials for the shareholders' meeting to be held on May 6, 2020

Kinross Gold Corporation
Notice of 2020 annual and special meeting of shareholders
and availability of proxy materials

You are receiving this notification since Kinross Gold Corporation (Kinross or the company) uses the notice and access model for the delivery of its management information circular (the circular) in respect of its annual and special meeting of shareholders (the meeting) to be held on Wednesday, May 6, 2020. Kinross is also providing you with electronic access to its 2019 annual report (annual report).

Under notice and access, as permitted by the Canadian securities regulator, shareholders receive a form of proxy or voting instruction form but instead of receiving paper copies of the circular and annual report, shareholders receive this notice with information on how they may access the circular and annual report electronically. This means of delivery is more environmentally friendly as it will help reduce paper use and will also reduce the cost of printing and mailing materials to shareholders.

All shareholders are reminded to review the circular before voting.

This notice provides details of the date and time of the meeting, including the matters to be voted on at the meeting. Accompanying this notice is a form of proxy or other voting document that you will need to vote electronically or to vote by proxy.

You will be able to access the meeting using an internet connected device such as a laptop, computer, tablet or mobile phone, and the meeting platform will be supported across browsers and devices that are running the most updated version of the applicable software plugins. Shareholders with questions regarding the virtual meeting portal or requiring assistance accessing the meeting website may call the technical support line at 1-800-586-1548 (toll-free) or 303-562-9288 (toll) or visit the website www.virtualshareholdermeeting.com for additional information.

Detailed information on how shareholders can attend, participate in and vote at the meeting is available on pages 13 to 20 of the circular. It is important to note that shareholders will not be able to attend this year's meeting in person. Those accessing the virtual meeting must remain connected to the internet at all times during the meeting in order to vote when balloting commences. It is your responsibility to ensure internet connectivity for the duration of the meeting.

Kinross has determined that holding this year's meeting virtually via a live audio webcast is a proactive and prudent step to ensure the health and safety of our shareholders and employees and the communities in which we live given ongoing uncertainty surrounding the public health impact of the coronavirus (COVID-19) pandemic. It also affords all of our shareholders an even greater ability to participate in the meeting equally, regardless of their geographic location and share ownership.

At the meeting, and at any postponement or adjournment thereof, shareholders will:

Receive Financial Statements – receive the company's 2019 audited consolidated financial statements together with the report of the auditors on those statements (see "Financial statements" on page 22 of the circular)

Elect Directors – elect directors of the company for the ensuing year (see "Election of directors" on page 22 of the circular)

Appoint Auditors – appoint KPMG LLP as auditors for the ensuing year and authorize the directors to fix their remuneration (see "Appointment of auditors" on page 23 of the circular)

Approve, by way of special resolution, a reduction of the Stated Capital – to reduce (without any payment to shareholders) the stated capital of the company to approximately $4,500,000,000 (see "Reduction of stated capital" on page 23 of the circular)

Say on Pay – vote on an advisory resolution on the company's approach to executive compensation (see "Advisory vote on approach to executive compensation" on page 25 of the circular)

Other Business – transact such other business as may properly come before the meeting or at any adjournment thereof

HOW DO I GET AN ELECTRONIC COPY OF THE CIRCULAR AND ANNUAL REPORT?

Electronic copies of the circular and annual report (the meeting materials) may be accessed online on Kinross' website – www.kinross.com/news-and-investors/, (under the meeting and annual reports section), or under the company's profile on the System for Electronic Document Analysis and Retrieval (SEDAR) at www.sedar.com and on the U.S. Securities and Exchange Commission's website at www.sec.gov.

HOW DO I GET A PAPER COPY OF THE CIRCULAR AND ANNUAL REPORT?

You can request a paper copy of the meeting materials to be sent to you by regular postal delivery free of charge. Requests may be made up to one year from the date the meeting materials were filed on SEDAR.

Requests for paper copies by both registered and beneficial shareholders may be made through the internet by going to www.proxyvote.com and entering the 16 digit control number located on the accompanying form of proxy or voting instruction form and following the instructions provided. Alternatively, for shareholders in North America, requests may be made by telephone at any time prior to the meeting by calling toll-free at 1-877-907-7643. Registered and beneficial shareholders with questions may call Broadridge toll-free at 1-855-887-2244.

A paper copy will be sent to you within 2 business days of receiving your request. Therefore, to receive the meeting materials in advance of the deadline to submit your vote as described below, you should make your request before 5:00 p.m. (EDT) on April 20, 2020. For requests made on or after the date of the meeting, please call Kinross toll-free at 1-866-561-3636 within North America (shareholders outside of North America may e-mail info@kinross.com), and a paper copy will be sent to you within 10 calendar days after receiving your request.

	​
Shareholders who are unable to attend the virtual meeting or vote in advance by telephone or through the internet are requested to vote by proxy so that as large a representation as possible may be had at the meeting. You may appoint a proxy to attend and vote on your behalf at the meeting. If you wish to appoint a proxy, please carefully follow the instructions in the accompanying form of proxy or voting instruction form. You will need the control number contained in the accompanying form of proxy or voting instruction form in order to vote and/or appoint a proxy.	​
Internet voting	​
For registered and beneficial shareholders, follow the instructions on the form of proxy or voting instruction form and vote with your 16 digit control number on www.proxyvote.com	​
Telephone voting	​
Call the toll-free number shown on the form of proxy or voting instruction form	​
Voting by mail or delivery	​
Complete the form of proxy or voting instruction form and return it in the envelope provided	​

PLEASE REVIEW THE INFORMATION CIRCULAR PRIOR TO VOTING

​	​	​ 2020 Management Information Circular	​

KINROSS GOLD CORPORATION
NOTICE OF 2020 ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

2020 Annual and Special Meeting Information

	​	May 6, 2020	​		​	10:00 am (Toronto time)	​		​	Virtual-only meeting via live audio webcast online at http://www.virtualshareholdermeeting.com/KGC2020

Dear Kinross Shareholders,

We invite you to attend Kinross' 2020 annual and special meeting of shareholders (meeting). At the meeting, shareholders will:

•

Receive the audited consolidated financial statements of Kinross for the fiscal year ended December 31, 2019 and the report of the auditors

•

Elect directors

•

Appoint the auditors

•

Approve, by way of special resolution, a reduction to the stated capital of the company

•

Consider and pass an advisory resolution on Kinross' approach to executive compensation; and

•

Consider any other business that may properly come before the meeting

This notice is accompanied by the 2020 management information circular (circular) for the meeting which provides additional information relating to the above items for consideration at the meeting and forms part of this notice of meeting. The board of directors has approved the contents of the circular and the distribution of the circular to shareholders.

Accessing the Virtual-only Meeting

The meeting will be a virtual-only meeting via live audio webcast available online at www.virtualshareholdermeeting.com/KGC2020. You will be able to access the meeting using an internet connected device such as a laptop, computer, tablet or mobile phone, and the meeting platform will be supported across browsers and devices that are running the most updated version of the applicable software plugins.

Detailed information on how shareholders can attend, participate in and vote at the meeting is available on pages 13 to 20 of the circular.

Only registered shareholders and duly appointed proxyholders (including non-registered (beneficial) shareholders who have appointed themselves as proxyholder) will be entitled to attend, participate and vote at the meeting, all in real time.

Non-registered (beneficial) shareholders who do not duly appoint themselves as proxyholder may still attend the meeting and ask questions. Guests will be able to listen to the meeting.

It is important to note that shareholders will not be able to attend this year's meeting in person. Those accessing the virtual meeting must remain connected to the internet at all times during the meeting in order to vote when balloting commences. It is your responsibility to ensure internet connectivity for the duration of the meeting. Shareholders with questions regarding the virtual meeting portal or requiring assistance accessing the meeting website may call the technical support line at 1-800-586-1548 (toll-free) or 303-562-9288 (toll) or visit the website www.virtualshareholdermeeting.com for additional information.

Why a Virtual-only Meeting?

There is ongoing uncertainty surrounding the public health impact of the coronavirus (COVID-19). Kinross has determined that holding the meeting virtually via a live audio webcast is a proactive and prudent step to ensure the health and safety of our shareholders and employees and the communities in which we live. It also affords all of our shareholders an even greater ability to participate in the meeting equally, regardless of their geographic location and share ownership.

If you are attending the meeting online you can vote at the meeting. Regardless, we encourage you to vote by proxy. Our goal is to secure as large a representation as possible of shareholders at the meeting. You may vote by proxy in any of the following ways noted below. You will need the control number contained in the form of proxy or voting instruction form in order to vote.

Your vote is important to us. Holders of common shares at the close of business on March 11, 2020 are eligible to vote at the meeting. For more information on voting your shares and the proxy process, see How to Vote on pages 14 to 20 in the circular.

By order of the board of directors

Kathleen M. Grandy
Corporate Secretary
March 11, 2020, Toronto, Canada

If you have any questions relating to the meeting, please contact Kingsdale Advisors by telephone at 1-866-851-3217 toll free
in North America or 416-867-2272 outside of North America or by email at contactus@kingsdaleadvisors.com .

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EXECUTIVE SUMMARY

2019 Performance Highlights

2019 was a strong year for Kinross. We delivered on our commitments and, for the eighth consecutive year met our guidance for production and cost. Our largest mines exceeded expectations for operational excellence. We made important progress in advancing our portfolio of growth projects.

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2019 Environmental, Social, and Governance Highlights

Mining responsibly is integral to our business strategy. This requires operating in accordance with the highest standards of ethical conduct, and responsibly managing our impacts while leveraging opportunities from our activities to generate sustainable long-term value in host communities.

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2019 Environmental, Social, and Governance Highlights

Kinross is committed to the highest standards of corporate governance and accountability. We actively monitor developments in best practices and applicable laws to ensure that the company meets that commitment.

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2019 Corporate Governance at a Glance

Board Composition	​	​	​	​	​	page #	​		​
	​		​		​		​		​
Size of board(1)	​	9	​		​		​		​
Independent directors	​	8	​		​		​		​
Average age of board	​	60	​		​		​		​
Average tenure of board (number of years)	​	6.94	​		​		​		​
Separate Chair/CEO	​	yes	​		​	126	​		​
Number of women	​	3	​		​	130	​		​
Number of men	​	6	​		​	130	​		​
	​		​		​		​		​
Committee Independence	​	​	​	​	​	page #	​		​
	​		​		​		​		​
Audit and risk	​	100%	​		​		​		​
Human resource and compensation	​	100%	​		​		​		​
Corporate governance and nominating	​	100%	​		​		​		​
Corporate responsibility and technical	​	100%	​		​		​		​
	​		​		​		​		​
Requirements & Assessments	​	​	​	​	​	page #	​		​
	​		​		​		​		​
Term limit for directors(2)	​	ü	​		​	134	​		​
Director stock ownership requirements	​	ü	​		​	42	​		​
Annual review of director independence	​	ü	​		​	140	​		​
Annual board and committee evaluations	​	ü	​		​	129	​		​
Annual director evaluations	​	ü	​		​	129	​		​
	​		​		​		​		​
Voting	​	​	​	​	​	page #	​		​
	​		​		​		​		​
Annual director elections	​	ü	​		​		​		​
Majority voting for directors	​	ü	​		​	22	​		​
Annual vote on executive compensation	​	ü	​		​	60	​		​
	​		​		​		​		​
Policies & Charters	​	​	​	​	​	page #	​		​
	​		​		​		​		​
Code of business conduct and ethics	​	ü	​		​	127	​		​
Diversity policy for directors	​	ü	​		​	130	​		​
Corporate governance guidelines	​	ü	​		​		​		​
Shareholder Engagement Policy	​	ü	​		​		​		​
Charters for board committees	​	ü	​		​		​		​
Overboarding policy	​	ü	​		​		​		​
Interlocking policy	​	ü	​		​		​		​
Retirement policy for directors(3)	​	ü	​		​	134	​		​
	​		​		​		​		​
Professional Development	​	​	​	​	​	page #	​		​
	​		​		​		​		​
Board orientation programs	​	ü	​		​	132	​		​
Director education programs	​	ü	​		​	132	​		​
​	​	​	​	​	​	​	​	​	​

    Available on kinross.com

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Board Nominees Overview

As Kinross shareholders you are being asked to cast your vote for ten directors. The following table provides an overview of the 2020 nominees. Detailed biographical information can be found on pages 28 to 40.

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2019 Compensation Highlights

You are being asked to vote in favour of an advisory resolution regarding Kinross' approach to executive compensation. A summary of our approach and philosophy is outlined below. We encourage you to read about Kinross' executive compensation program on pages 55 to 123 in this document.

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DELIVERY OF PROXY MATERIALS

Kinross Gold Corporation (Kinross or the company) is providing shareholders with access to its management information circular (the circular) for the 2020 annual meeting of its shareholders (the meeting) electronically via notice and access, instead of mailing out paper copies, as permitted by Canadian securities regulators. Kinross is also providing shareholders with access to its 2019 annual report electronically, instead of mailing out paper copies. This means of delivery is more environmentally friendly as it will help reduce paper use and will also reduce the cost of printing and mailing materials to shareholders.

Shareholders have received a notice of availability of proxy materials (notice) together with a form of proxy or voting instruction form. The notice provided instructions on how to access and review an electronic copy of the circular or how to request a paper copy. The notice also provided instructions on voting at the meeting. To receive a paper copy of the circular or the 2019 annual report, please follow the instructions in the notice.

All shareholders are reminded to review the circular before voting. Shareholders with questions about notice and access can call Broadridge toll-free at 1-855-887-2244.

Proxy materials are being sent to registered shareholders directly and will be sent to intermediaries to be forwarded to all non-registered (beneficial) shareholders. Kinross pays the cost of delivery of proxy materials for all registered and non-registered shareholders.

GENERAL INFORMATION

This document is the management information circular made available to shareholders in advance of the meeting as set out in the notice.

This circular provides additional information with respect to the business of the meeting, Kinross and its directors and senior executive officers. This circular is dated March 11, 2020 and, unless otherwise stated, the information in this circular is as of March 11, 2020.

Unless indicated otherwise, all dollar amounts referenced in this circular are expressed in U.S. dollars. Where necessary, Canadian dollars are referenced as CAD$.

All references to financial results are based on the Kinross' audited consolidated financial statements, prepared in accordance with International Financial Reporting Standards (IFRS), as issued by the International Accounting Standards Board.

References in this circular to the meeting include any adjournment(s) or postponement(s) that may occur.

INFORMATION ABOUT VOTING

WHO CAN VOTE

Holders of common shares of Kinross (common shares or shares) at the close of business on March 11, 2020 (the record date), or their duly appointed representatives are eligible to vote.

Shares outstanding

As of March 11, 2020, there were 1,257,205,961 common shares outstanding, each carrying the right to one vote per common share.

To the knowledge of the directors and executive officers of the company, as of the date of this circular, there is no person or company that beneficially owns, directly or indirectly, or exercises control or direction over, directly or indirectly, voting securities of Kinross, carrying 10% or more of the voting rights attached to any class of voting securities, with the exception of: (i) 154,325,057 common shares held within mutual funds and other client accounts managed by Van Eck Associates Corporation which has filed a Schedule 13G on EDGAR showing its beneficial ownership of Kinross shares at 12.31% of the outstanding shares as at December 31, 2019; and (ii) 127,979,275 common shares held within mutual funds and other client accounts managed by Blackrock, Inc. which has filed a Schedule 13G on EDGAR showing its beneficial ownership of Kinross shares at 10.20% of the outstanding shares as at March 9, 2020.

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HOW TO VOTE

The voting process is different depending on whether you are a registered or non-registered (beneficial) shareholder.

You are a registered shareholder if your name appears on your share certificate or, if registered electronically, the shares are registered with Kinross' transfer agent in your name and not held on your behalf by an intermediary such as a bank, trust company, securities broker, trustee or other nominee (each an intermediary).

You are a non-registered (beneficial) shareholder if your shares are held on your behalf by an intermediary. This means the shares are registered with Kinross' transfer agent in your intermediary's name, and you are the beneficial owner. Most shareholders are non-registered shareholders.

Why is this year's meeting virtual-only?

This year's meeting will be held virtually via a live online audio webcast, largely due to the ongoing uncertainty surrounding the public health impact of the coronavirus (COVID-19). This measure is a proactive and prudent step to ensure the health and safety of our shareholders and employees and the communities in which we live. Shareholders are encouraged to vote in advance of the meeting at www.proxyvote.com or as described under the headings "Voting for Registered Shareholders" and "Voting for Non-Registered (Beneficial) Shareholders".

As described in more detail below, registered shareholders and duly appointed proxyholders (including non-registered shareholders who have appointed themselves as proxyholder) will be entitled to attend, participate and vote at the meeting, all in real time. Non-registered shareholders who do not appoint themselves as proxyholder may still access the meeting and will be able to ask questions, but they will not be able to vote at the meeting (unless the proxy deadline is waived). Guests will be able to listen to the meeting and ask questions in the question and answer session following the meeting.

It is important to note that you will not be able to attend this year's meeting in person. If you are participating in the meeting you must remain connected to the internet at all times during the meeting in order to vote when balloting commences. It is your responsibility to ensure internet connectivity for the duration of the meeting.

How do I access and vote at the meeting?

You will be able to participate in the meeting using an internet connected device such as a laptop, computer, tablet or mobile phone, and the meeting platform will be supported across browsers and devices that are running the most updated version of the applicable software plugins and meeting the minimum system requirements. If you have any doubt, you can check your system's compatibility by visiting www.talkpoint.com/test.

The steps that you need to follow to access the meeting will depend on whether you are a registered shareholder, a non-registered shareholder, a proxyholder or a guest. You must follow the applicable instructions below carefully.

Registered Shareholders

If you are a registered shareholder, Broadridge Investor Communications Corporation ("Broadridge") will have sent you a form of proxy. This document will be required in order for you to complete the instructions below, but do not complete the form of proxy or return it to Broadridge since you will be accessing and voting at the meeting during the live webcast.

Registered Shareholders can access and vote at the meeting during the live webcast as follows:

1.

Log into www.virtualshareholdermeeting.com/KGC2020 at least 15 minutes before the meeting starts. You should allow ample time to check into the virtual meeting and to complete the related procedures.



2.

Enter your 16-digit control number into the Shareholder Login section (your control number is located on your form of proxy) and click on "Enter Here".



3.

Follow the instructions to access the meeting and vote when prompted.

Even if you currently plan to participate in the virtual meeting, you should consider voting your shares by proxy in advance so that your vote will be counted if you later decide not to attend the meeting or in the event that you are unable to access the meeting for any reason. If you access and vote on any matter at the meeting during the live webcast, then you will revoke any previously submitted proxy.

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Non-Registered Shareholders

Non-registered shareholders wishing to access and vote at the meeting during the live webcast as follows:

1.

Appoint yourself as proxyholder as described below under the heading "Voting by Non-registered (beneficial) shareholders", including by providing an "Appointee Name" and designating an 8-character "Appointee Identification Number". Please note that these steps must be completed prior to the proxy deadline (defined below) or you will not be able to vote your common shares at the meeting during the live webcast.



2.

Follow the instructions below for Proxyholders to log in and vote at the meeting.

In the event that the proxy deadline is waived by Kinross prior to the meeting, all non-registered shareholders will be able to access and vote at the meeting in the same manner as for registered shareholders described above except that your 16-digit control number will be located on your voting information form or form of proxy. In that case, if you have previously provided voting instructions or appointed another person to vote on your behalf and you choose to access and vote on any matter at the meeting during the live webcast then you will revoke all prior voting instructions or appointments. If you do not wish to revoke your prior instructions or appointments, you will still be able to access the meeting and you will be able ask questions. You should not assume that the proxy deadline will be waived in whole or in part, and you should vote prior to the meeting or appoint yourself or another person to vote on your behalf at the meeting prior to the proxy deadline to ensure your vote is counted at the meeting.

A non-registered shareholder wishing to access the meeting without voting during the live webcast – for example, because you have provided voting instructions prior to the meeting or appointed another person to vote on your behalf at the meeting – can access the meeting in the same manner as for registered shareholders described above using the 16-digit control number located on your voting information form or form of proxy. You will be able to ask questions if you access the meeting in this manner.

Proxyholders

If you have been appointed as proxyholder for a registered or non-registered shareholder (or you are a non-registered shareholder who has appointed themselves as proxyholder), you can access and vote at the meeting during the live webcast as follows:

1.

Log into www.virtualshareholdermeeting.com/KGC2020 at least 15 minutes before the meeting starts. You should allow ample time to check into the virtual meeting and to complete the related procedures.



2.

Enter the Appointee Name and Appointee Identification Number exactly as it was provided to Broadridge by the shareholder who appointed you as proxyholder and click on "Enter Here". If this information is not provided to you by such shareholder, or if you do not enter it exactly as that shareholder provided it to Broadridge, you will not be able to access the meeting or vote their common shares on their behalf during the live webcast.

If you have been appointed as proxyholder for more than one shareholder, you will be asked to enter the Appointee Information for each separate shareholder in order to vote the applicable common shares on their behalf at the meeting.

3.

Follow the instructions to access the meeting and vote when prompted.

All shareholders must provide the Appointee Information to their appointed proxyholder exactly as they provided it to Broadridge online at www.proxyvote.com or on their voting information form or form of proxy in order for their proxyholder to access and vote their shares at the meeting during the live webcast. Proxyholders who have forgotten or misplaced the applicable Appointee Information should contact the shareholder who appointed them as quickly as possible. If that shareholder has forgotten or misplaced the applicable Appointee Information, they should follow the steps described under the heading "How do I access and vote at the meeting – Non-registered shareholders" as quickly as possible.

Guests

If you wish to access the meeting as a guest, you can log into the meeting as set out below. Note that guests will be able to listen to the meeting and ask questions in the question and answer session following the meeting but will not be able to vote. Please read and follow the instructions below carefully.

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1.

Log into www.virtualshareholdermeeting.com/KGC2020 at least 15 minutes before the meeting starts. You should allow ample time to check into the virtual meeting and to complete the related procedures.



2.

Complete the GUEST LOGIN section and Click on "Enter Here".

Asking questions at the meeting

Kinross believes that the ability to participate in the meeting in a meaningful way, including asking questions, remains important despite the decision to hold this year's meeting virtually. Registered shareholders, proxyholders (including non-registered shareholders who have appointed themselves as proxyholder) and non-registered shareholders accessing the meeting will have an opportunity to ask questions at the meeting in writing by sending a message to the chair of the meeting online through the virtual meeting platform. It is anticipated that shareholders will have substantially the same opportunity to ask questions on matters of business before the meeting as in past years when the annual shareholders meeting was held in person.

Difficulties in accessing the meeting

Shareholders with questions regarding the virtual meeting portal or requiring assistance accessing the meeting website may call Broadridge's technical support line at 1-800-586-1548 (toll-free) or 303-562-9288 (toll), or visit the website www.virtualshareholdermeeting.com for additional information.

If you are accessing the meeting you must remain connected to the internet at all times during the meeting in order to vote when balloting commences. It is your responsibility to ensure internet connectivity for the duration of the meeting. Note that if you lose connectivity once the meeting has commenced, there may be insufficient time to resolve your issue before ballot voting is completed. Therefore, even if you currently plan to access the meeting and vote during the live webcast, you should consider voting your shares in advance or by proxy so that your vote will be counted in the event you experience any technical difficulties or are otherwise unable to access the meeting.

VOTING BY PROXY OR IN ADVANCE

Providing voting instructions online at www.proxyvote.com or by telephone or signing and returning the form of proxy or voting information form sent to you along with the notice, in each case in accordance with the instructions provided below and on your form of proxy or voting information form, authorizes Catherine McLeod-Seltzer or Kathleen M. Grandy (the named proxyholders) to vote your shares at the meeting in accordance with your instructions.

A shareholder who wishes to appoint another person (who need not be a shareholder) to represent the shareholder at the meeting may do so by following the instructions provided below and on your form of proxy or voting information form very carefully.

Voting by non-registered (beneficial) shareholders

If you are a non-registered shareholder, your intermediary would have sent you a voting instruction form or proxy form with the notice. This form will include instructions on how to provide voting instructions to your intermediary or to appoint yourself or another person to access and vote at the meeting on your behalf during the live webcast.

Providing voting instructions

You may provide your voting instructions by following the instructions on the voting instruction form or form of proxy provided to you by your intermediary. You are encouraged to do so online at www.proxyvote.com or by telephone if your intermediary provides you with this option. You may also mark your voting instructions on the voting instruction form or form of proxy provided to you by your intermediary, sign it, and return it as instructed and within the timelines provided by your intermediary.

Kinross may utilize the Broadridge QuickVote™ service to assist non-registered shareholders with voting their Kinross shares over the telephone. Alternatively, Kingsdale Advisors may contact such beneficial shareholders to offer assistance with conveniently voting their shares through the Broadridge QuickVote™ service. Broadridge then tabulates the results of all the instructions received and then provides the appropriate instructions with respect to the shares to be represented at the meeting. If you have any questions relating to the meeting or how to vote, please contact Kingsdale Advisors by telephone at

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1-866-851-3217 toll free in North America or 416-867-2272 outside of North America or by email at contactus@kingsdaleadvisors.com.

Appointing yourself (or another person) to vote at the meeting

If you are a Canadian resident and wish to access and vote at the meeting during the live webcast or to appoint another person (other than the named proxyholders) to do so:

•

You are encouraged to make this appointment online at www.proxyvote.com using the instructions provided on your voting instruction form or form of proxy, if your intermediary provides you with this option.

•

Alternatively, you may do so by inserting your name (or the name of such other person) in the space provided for the proxyholder appointment in the voting instruction form or form of proxy, and return it as instructed by your intermediary. Do not complete the voting section of the voting information form or form of proxy, since you or your designate will vote at the meeting during the live webcast.

If you are a U.S. resident and wish to vote at the meeting during the live webcast or to appoint another person (other than the named proxyholders) to do so:

•

You must follow your intermediary's instructions to obtain a legal proxy; you are encouraged to do so online through the internet if your intermediary provides this option or you may also do so by marking the appropriate box on the other side of the voting instruction form or form of proxy, and a legal proxy will be issued and mailed to you.

•

The legal proxy will grant you or your designate the right to attend the meeting and vote, subject to any rules described in the proxy statement applicable to the delivery of a proxy. The legal proxy will be mailed to the name and address noted on the other side of the voting instruction form. You need to submit and deliver the legal proxy in accordance with the proxy deadline and any instructions or disclosures noted in the proxy statement. You or your designate must access the virtual meeting for your vote to be counted.

•

You must allow sufficient time to the company or Broadridge for the mailing and return of the legal proxy by the proxy deadline. Please be advised that if you, the beneficial holder, ask for a legal proxy to be issued, you must take additional steps in order for the proxy to be fully effective. You must deposit the legal proxy with the company or Broadridge in advance of the proxy deadline. Further, if a legal proxy is issued, all other voting instructions given on your voting instruction form or form of proxy will not be effective.

•

If you have any questions, please contact the person who services your account. Please make the arrangements as quickly as possible in the event of any mail or other service disruptions that could affect your ability to receive or send the necessary documentation on a timely basis.

Since the meeting will take place virtually, the process for any non-registered shareholder to appoint themselves or another person (other than the named proxyholders) to access and vote at the meeting during the live webcast is different than it would be for an in person meeting. In addition to the steps above, you must follow the additional instructions on your voting instruction form or form of proxy very carefully, including:

•

inserting an "Appointee Name" and designating an 8-character "Appointee Identification Number" online at www.proxyvote.com or in the spaces provided on your form of proxy or voting information form; and

•

if you have appointed someone other than yourself to access and vote at the meeting on your behalf, informing your appointed proxyholder of the exact Appointee Name and 8-character Appointee Identification Number prior to the meeting.

You are encouraged to appoint yourself or such other person (other than the named proxyholders) online at www.proxyvote.com as this will reduce the risk of any mail disruptions in the current environment and will allow you to share the Appointee Information you have designated with any other person you have appointed to represent you at the meeting more easily. If you do not designate the Appointee Information as required when completing your appointment online or on your voting information form or form of proxy or if you do not provide the exact Appointee Identification Number and Appointee Name to any other person (other than the named proxyholders) who has been appointed to access and vote at the meeting on your behalf, neither you nor that other person, as applicable, will not be able to access the meeting and vote.

Your intermediary must receive your voting instructions or your appointment in sufficient time for your intermediary to act on them. You are encouraged to provide your voting instructions or appointment online at www.proxyvote.com in accordance

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with the instructions on your voting instruction form or form of proxy by no later than 10:00 a.m. (Toronto time) on May 4, 2020 or if the meeting is adjourned, at least 48 hours (not including Saturdays, Sundays or statutory holidays in Ontario) prior to the reconvened meeting (the proxy deadline). If you prefer, you may also complete and return your voting information form or form of proxy to Broadridge at: Data Processing Centre, P.O. Box 3700 STN Industrial Park, Markham, ON, L3R 9Z9, in which case Broadridge must receive your completed voting information form or form of proxy prior to the proxy deadline.

Voting by registered shareholders

If you are a registered shareholder, a form of proxy would have been sent to you along with the notice to enable you to appoint a proxyholder (including the named proxyholders) to vote on your behalf at the meeting during the live webcast.

If you do not intend to access and vote at the meeting during the live webcast:

•

you are encouraged to provide your voting instructions to the named proxyholders by internet at www.proxyvote.com or by telephone, or by returning the form of proxy to Broadridge, in each case in accordance with the instructions appearing on the form of proxy, or

•

you may also appoint another person (called a proxyholder, who does not need to be one of the named proxyholders or a shareholder) to attend the meeting and vote your shares for you during the live webcast in the manner described below under the heading "Appointing a proxyholder"; registered shareholders are reminded that this other person needs the exact Appointee Information you designated when appointing them online or in your form of proxy in order for them to access the meeting and vote on your behalf during the live webcast.

You are encouraged to provide your voting instructions or appoint your proxyholder online at www.proxyvote.com in accordance with the instructions on the form of proxy as this will reduce the risk of any mail disruptions in the current environment. These instructions must be provided by no later than 10:00 a.m. (Toronto time) on May 4, 2020 or if the meeting is adjourned, at least 48 hours (not including Saturdays, Sundays or statutory holidays in Ontario) prior to the reconvened meeting. If you prefer, you may also complete and return your form of proxy to Broadridge at: Data Processing Centre, P.O. Box 3700 STN Industrial Park, Markham, ON, L3R 9Z9, in which case Broadridge must receive your completed form of proxy prior to the proxy deadline.

Providing your voting instructions to the named proxyholder or appointing another person as your proxy will ensure your vote is counted at the meeting even if you later decide not to attend the meeting or are unable to access the meeting in the event of technical difficulties. If you access and vote on any matter at the meeting during the live webcast, any proxy you have previously submitted will be revoked.

Appointing a Proxyholder

Since the meeting will take place virtually, the process for appointing another person as your proxyholder (other than the named proxyholders) to access the meeting and vote on your behalf is different than it would be for an in-person meeting. You must therefore follow the instructions on your form of proxy very carefully, including:

•

inserting an "Appointee Name" and designating an 8-character "Appointee Identification Number" (together, this is the Appointee Information) online at www.proxyvote.com or in the spaces provided on your form of proxy or voting information form; and

•

informing your appointed proxyholder of the exact Appointee Name and 8-character Appointee Identification Number prior to the meeting. Your proxyholder will require both your Appointee Name and Appointee Identification Number in order to access the meeting and vote on your behalf.

You are encouraged to appoint your proxyholder online at www.proxyvote.com in accordance with the instructions on the form of proxy as this will reduce the risk of any mail disruptions in the current environment and will allow you share the Appointee Information you have created with your appointed proxyholder more easily. You may also complete and return your form of proxy by following the instructions on your form of proxy.

Please note that if you wish to appoint a person as your proxyholder other than the named proxyholders and you do not designate the Appointee Information as required when completing your appointment online or on your form of proxy or if you do not provide the exact Appointee Name and Appointee Identification Number to that other person, that other person will not be able to access the meeting and vote on your behalf.

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CHANGING YOUR VOTE

Non-registered (beneficial) shareholders

You can revoke your prior voting instructions or appointment by providing new instructions or Appointment Information at a later time online at www.proxyvote.com, by telephone or on a voting instruction form or form of proxy with a later date, in each case in accordance with the instructions on your voting instruction form or form of proxy, provided that your new instructions or appointment are received by your intermediary in sufficient time for your intermediary to act on them. In order to be effective, your new voting instructions or appointment must be received by Broadridge before 10:00 a.m. (Toronto time) on May 4, 2020, or if the meeting is adjourned, at least 48 hours (not including Saturdays, Sundays or statutory holidays in Ontario) prior to the reconvened meeting. Instructions received after such deadline but before the meeting may only be effective to revoke any prior instructions or appointment. Otherwise, contact your intermediary if you want to revoke your prior voting instructions or appointment.

If you are eligible to access and vote at the meeting during the live webcast and you have previously provided voting instructions or appointed another person to vote on your behalf you may access the meeting and revoke your prior instructions or appointments, but you will not be able to vote on any matter at the meeting during the live webcast unless the proxy deadline has been waived. If you do not wish to revoke your prior instructions or appointments, you will still be able to access the meeting and you will be able ask questions

Kinross reserves the right to accept late proxies, voting instructions and appointments and to waive the proxy deadline with or without notice, but is under no obligation to accept or reject any particular late proxy, voting instructions or appointments.

Registered shareholders

You may revoke any prior proxy by providing new voting instructions or Appointment Information at www.proxyvote.com at a later time or a new form of proxy with a later date. However, for your new voting instructions or appointment to be effective they must be received by Broadridge no later than 10:00 a.m. (Toronto time) on May 4, 2020, or if the meeting is adjourned, at least 48 hours (not including Saturdays, Sundays or statutory holidays in Ontario) prior to the reconvened meeting.

You may also revoke any prior proxy without providing new voting instructions by delivering written notice clearly indicating you wish to revoke your proxy to the registered office of Kinross (25 York Street, Suite 1700, Toronto, Ontario, M5J 2V5, Fax (416) 363-6622, Attention: Corporate Secretary) or at the offices of Broadridge at 2601, 14th Avenue, Markham ON L3R 0H9 Attn: Proxy Department at any time up to 10:00 a.m. (Toronto time) on the last business day before the meeting or any adjournment of the meeting.

In addition, your proxy may be revoked prior to its use by any other method permitted by applicable law. The written notice of revocation may be executed by you or by your attorney who has your written authorization. If the shareholder is a corporation, the written notice must be executed by its duly authorized officer or attorney.

Proxies, however submitted, received after the proxy deadline but before the meeting may only be effective to revoke any previously submitted proxy. If you access the meeting and vote on any matter during the live webcast any previously submitted proxy will be revoked.

Kinross reserves the right to accept late proxies and to waive the proxy deadline with or without notice, but is under no obligation to accept or reject any particular late proxy.

HOW YOUR SHARES WILL BE VOTED

If you appoint the named proxyholders as your proxyholders, the common shares for which you have given the proxy voting instructions will be voted or withheld from voting in accordance with your instructions on any ballot that may be called for.

In the absence of instructions from you, such common shares will be voted:

•

for the election as directors of Kinross, the proposed nominees set forth in this circular

•

for the appointment of KPMG LLP as auditors and authorization of the directors to fix their remuneration

•

for the reduction to the stated capital of the company

•

for the advisory resolution on the company's approach to executive compensation

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The form of proxy gives discretionary authority to the persons named in it as proxies to vote as they see fit with respect to any amendments or variations to the matters identified in the notice of meeting or other matters that may properly come before the meeting or any adjournment thereof, whether or not the amendment or other matter that comes before the meeting is or is not routine and whether or not the amendment, variation or other matter that comes before the meeting is contested.

ABOUT PROXY SOLICITATION

Proxies are being solicited in connection with this circular by the management of the company. The solicitation will be made primarily by mail, but proxies may also be solicited personally by regular employees of Kinross to whom no additional compensation will be paid.

In addition, Kinross has retained Kingsdale Advisors to provide the following services in connection with the meeting:

•

reviewing and analyzing the circular,

•

recommending corporate governance best practices where applicable,

•

liaising with proxy advisory firms,

•

developing and implementing shareholder communication and engagement strategies,

•

advising with respect to the meeting and proxies,

•

reporting on and reviewing the tabulation of proxies, and

•

soliciting proxies including contacting shareholders by telephone.

The cost of these services is approximately $44,100 plus reimbursement of disbursements. Costs associated with the solicitation will be borne by the company.

REQUIRED QUORUM FOR THE MEETING

A quorum for the meeting shall be two persons present and holding or representing by proxy not less than 25% of the total number of issued and outstanding common shares having voting rights at the meeting.

No business shall be transacted at the meeting unless the requisite quorum is present at the commencement of the meeting. If a quorum is present at the commencement of the meeting, a quorum shall be deemed to be present during the remainder of the meeting.

QUESTIONS

If you have questions, you may contact the company's strategic shareholder advisor and proxy solicitation agent, Kingsdale Advisors.

North America (toll-free phone): 1-866-851-3217
outside North America: (416) 867-2272
fax: (416) 867-2271
toll-free fax (North America): 1 (866) 545-5580
mail: The Exchange Tower, 130 King Street West, Suite 2950, P.O. Box 361, Toronto, Ontario M5X 1E2
e-mail: contactus@kingsdaleadvisors.com

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BUSINESS OF THE MEETING

Your vote is important to us. Our goal is to secure the largest possible representation of Kinross shareholders at our 2020 Annual and Special Meeting of Shareholders. Kinross shareholders are encouraged to vote in favour of the items detailed in this section of the circular.

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BUSINESS OF THE MEETING

ITEMS OF BUSINESS

As set out in the notice of meeting, at the meeting, shareholders of Kinross will be asked to consider the following five matters and vote on them as required:

1.    Financial statements

The audited consolidated financial statements of Kinross for the fiscal year ended December 31, 2019 and the report of the auditors on the financial statements will be received.

2.    Election of directors

The company's board of directors (the board) currently comprises nine directors. With the proposed election of Mr. Glenn Ives to the board, the size of the board will be increased to ten directors at the meeting. Mr. Brough intends to retire by the end of 2020 upon successful transition of his audit and risk committee chair duties to Mr. Ives, and the size of the board will revert to nine directors upon his retirement. Shareholders will be asked to elect ten directors at the meeting, subject to Kinross' majority voting policy outlined below. All directors so elected, with the exception of Mr. Brough as noted above, will hold office until the next annual meeting of shareholders or until their successors are elected or appointed.

The named proxyholders, if named as proxy, intend to vote the common shares represented by any such proxy for the election of each of the nominees whose names are set forth starting on page 28, unless the shareholder who has given such proxy has directed that the shares be withheld from voting in the election of any director.

Management of Kinross does not contemplate that any of the nominees will be unable to serve as a director, but if that should occur for any reason at or prior to the meeting, the named proxyholders, if named as proxy, reserve the right to vote for another nominee in their discretion.

Majority voting policy

In 2008, the board adopted a majority voting policy for the election of directors at the meeting. Revisions to this policy were approved by the board in November 2014. This policy is now part of the consolidated Corporate Governance Guidelines adopted by the board in November 2015 and most recently amended in February 2020. The Corporate Governance Guidelines are available for review on the company's website at www.kinross.com. The policy provides that in an uncontested election, any nominee for director who receives more withheld votes than for votes will immediately tender his or her resignation for consideration by the corporate governance and nominating committee (CGNC). The CGNC (excluding those who received a majority withheld vote in the election) will review the matter and make a recommendation to the board whether to accept the director's resignation. Board members who received a majority "for" vote shall consider the recommendation (if there are fewer than three such directors, the board will consider the appropriate actions to be taken), and the resignation will be effective when accepted by the board. The board will accept the resignation absent exceptional circumstances. The director who has tendered his or her resignation pursuant to this policy will not participate in any deliberations of the CGNC or the board regarding the resignation. The board shall make its decision within 90 days of the date of the applicable shareholders' meeting and shall promptly issue a news release with the board's decision and provide a copy to each of the TSX and NYSE. If the board determines not to accept a resignation, the news release shall fully state the reasons for that decision.

Other details respecting the nominees for election as directors are set out under "About the nominated directors" starting on page 28.

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3.    Appointment of auditors

Shareholders will be asked to consider and, if thought fit, to pass, an ordinary resolution approving the appointment of KPMG LLP (KPMG) of Toronto, Ontario as auditors of Kinross, 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 Kinross be fixed by the board. This resolution must be approved by a majority of the votes cast by shareholders present at the meeting in person or by proxy.

For the fiscal years ended December 31, 2019 and December 31, 2018, KPMG and its affiliates were paid the following fees by Kinross:

The named proxyholders, if named as proxy, intend to vote the common shares represented by any such proxy for the approval of the appointment of KPMG LLP of Toronto, Ontario as auditors of Kinross at a remuneration to be fixed by the board, unless the shareholder who has given such proxy has directed in the proxy that the shares be withheld from voting in the appointment of auditors.

4.    Reduction of Stated Capital

At the meeting, shareholders will be asked to consider, and if thought fit, pass a special resolution, with or without variation, authorizing the reduction of the stated capital account of the company's common shares, as contemplated under section 34(1) of the Ontario Business Corporations Act (OBCA) to approximately $4,500,000,000 (the "Stated Capital Reduction Resolution"). If approved, the Stated Capital Reduction Resolution is expected to be effective immediately.

To become effective, the Stated Capital Reduction Resolution must be passed, with or without amendment, by the shareholders, voting together, representing in the aggregate, not less than 66²/3% of the votes cast by all shareholders present at the meeting in person or by proxy, or any adjournment thereof. Notwithstanding such approval, the board will be authorized, without further approval of the shareholders, to revoke the Stated Capital Reduction Resolution at any time before it becomes effective in accordance with the provisions of the OBCA.

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Background and reasons for the reduction of stated capital

Under the OBCA, a company is prohibited from taking certain actions, including declaring or paying dividends on its shares or repurchasing its shares if, among other things, there are reasonable grounds for believing that the realizable value of the company's assets would thereby be less than the aggregate of its liabilities and stated capital of all classes of shares. The stated capital account is comprised of the aggregate amount of the consideration for which all of the issued shares of that class have historically been issued.

Because of the high value of our stated capital, Kinross is not currently permitted to declare or pay a dividend on its common shares or repurchase its common shares. This would be the case notwithstanding that our board might determine that the payment of a dividend or a share repurchase is appropriate after taking into account, among other things, the company's operating results, financial condition and current and anticipated cash requirements. The board believes that Kinross' operations are expected to provide the financial capacity to distribute dividends to our shareholders without adversely affecting the company's liquidity or ability to continue to invest for future growth. The board intends to continue to review the company's ability to pay a dividend in light of the factors above.

The proposed reduction in stated capital will have no impact on the day-to-day operations of Kinross and will not alter our financial condition.

In order to be able to provide our board with the flexibility to pay a dividend on the common shares, or complete a share repurchase, if, as and when declared by, or deemed appropriate, the board, our board has decided to submit a special resolution to the shareholders for their approval to reduce the stated capital account of the common shares, which would address the limitations under the OBCA resulting from Kinross's high stated capital. For the reasons indicated above, the board believes that the proposed reduction of stated capital is in the best interests of the company and our shareholders.

Restriction on the reduction of stated capital under the OBCA

The OBCA provides that a corporation shall not reduce its stated capital in this manner if there are reasonable grounds for believing that (a) the corporation is or, after the taking of such action, would be unable to pay its liabilities as they become due; or (b) after the taking of such action, the realizable value of the corporation's assets would be less than the aggregate of its liabilities.

The company does not have reasonable grounds to believe that (i) it is, or would after the stated capital reduction be, unable to pay its liabilities as they become due, or (ii) the realizable value of the company's assets would, after the stated capital reduction, be less than the aggregate of its liabilities.

Canadian income tax considerations with respect to the reduction of stated capital

The following is a summary of the principal Canadian federal income tax considerations related to the proposed reduction of the stated capital account of common shares that are generally applicable to shareholders. This summary is based on the current provisions of the Income Tax Act (Canada) (the "Tax Act"), the regulations to the Tax Act, and the current published administrative practices and assessing policies of the Canada Revenue Agency (publicly available prior to the date hereof). This summary also takes into account all proposed amendments to the Tax Act and regulations publicly announced by or on behalf of the Minister of Finance (Canada) prior to the date hereof (the "Proposed Amendments"), and assumes that the Proposed Amendments will be enacted in the form proposed, although no assurances can be given in this regard. Except for the Proposed Amendments, this summary does not take into account or anticipate any changes in law, whether by legislative, governmental, regulatory, or judicial action or decision, or changes in the administrative practices of the Canada Revenue Agency, nor does it take into account provincial, territorial or foreign income tax considerations, which may differ from the Canadian federal income tax considerations discussed below.

This summary is not exhaustive of all Canadian federal income tax considerations related to the proposed reduction of stated capital, nor does it take into account any provincial or territorial tax laws of Canada or any tax laws of any jurisdiction outside Canada. This summary is of a general nature only and is not, and is not intended to be, and should not be construed to be, legal or tax advice to any particular shareholder of the Company. Each shareholder should obtain advice from his, her or its own independent tax advisors with respect to his, her or its particular tax position as such consequences can vary depending upon the particular circumstances of each shareholder.

The proposed reduction of the stated capital of the common shares will not result in any immediate Canadian income tax consequences to a shareholder nor will it affect a shareholder's adjusted cost base (ACB) of the common shares for purposes of

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the Tax Act. However, the reduction in the stated capital will reduce the paid-up capital (as defined in the Tax Act) of the common shares (PUC) by an amount equal to the reduction in stated capital. PUC is generally the aggregate of all of the amounts received by Kinross upon issuance of its shares (by class) adjusted in certain circumstances in accordance with the Tax Act over the total outstanding number of shares of that class. PUC differs from the ACB of shares to any particular shareholder as ACB is calculated based on the amount paid by a shareholder to acquire shares of Kinross, whether on issuance by Kinross or through the marketplace.

Although the reduction of stated capital and the corresponding reduction of the PUC of the common shares will not have any immediate Canadian income tax consequences, such reduction may have future Canadian federal income tax consequences to a shareholder in certain limited circumstances, including, but not limited to, certain repurchases of shares by Kinross, on certain distributions of assets by Kinross to its shareholders, or if Kinross is wound-up. In general, upon such a transaction occurring, a shareholder may be deemed to have received a dividend to the extent that the amount paid or distributed exceeds the PUC of the shareholder's common shares. The amount of any deemed dividend may be included in taxable income (generally for residents of Canada) or subject to Canadian withholding tax (generally for non-residents of Canada) at a rate of 25%, subject to potential reduction under any applicable income tax treaty.

Form of resolution approving the reduction of stated capital

The text of the Stated Capital Reduction Resolution, which shareholders will be asked to approve at the meeting, is given below. To be effective, the Stated Capital Reduction Resolution must be approved by not less than two thirds of the votes cast by shareholders present at the meeting in person or by proxy.

BE IT RESOLVED AS A SPECIAL RESOLUTION THAT:

1.

Pursuant to the provisions of subsection 34(1) of the Ontario Business Corporations Act, the stated capital account of the company's common shares be reduced (without any payment to shareholders) to approximately $4,500,000,000;

2.

Any director or officer of the company be, and each is hereby, authorized, directed and empowered, for and on behalf of the company, to sign and execute all documents, to conclude any agreements and to do and perform all acts and things deemed necessary or advisable in order to give effect to this resolution, including compliance with all securities laws and regulations; and

3.

Notwithstanding the receipt of shareholder approval for the reduction of stated capital as noted in 1. and 2. above, the Board is hereby authorized and empowered to not proceed with such reduction of stated capital if it deems it necessary and in the best interest of the company. In the event that the board decides to not proceed with the reduction of stated capital, no further notice to, or approval from shareholders is necessary.

The named proxyholders if named as proxy, intend to vote the common shares represented by such proxy for the reduction of the stated capital, unless the shareholder who has given such proxy has directed that the shares be voted against it.

5.    Advisory vote on approach to executive compensation

Our compensation program seeks to attract, retain, motivate and reward executives through competitive pay practices which reinforce Kinross' pay-for-performance philosophy and focus executive interests on developing and implementing strategies that create and deliver value for shareholders. Kinross believes that its compensation programs are consistent with those objectives, and are in the best interest of shareholders. Detailed disclosure of our executive compensation program is provided under "Executive Compensation" starting on page 55.

In 2011, the board adopted a policy to hold a non-binding advisory vote on the approach to executive compensation as disclosed in the management information circular at each annual meeting. This policy is now part of the consolidated Corporate Governance Guidelines adopted by the board in November 2015 and last updated in February 2020. This shareholder vote forms an important part of the ongoing process of engagement between shareholders and the board on

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executive compensation. Voting results since inception of the policy are provided on page 60 under the heading "Say on pay and shareholder engagement".

At the meeting, shareholders will have an opportunity to vote on our approach to executive compensation through consideration of the following advisory resolution:

"Resolved, on an advisory basis and not to diminish the role and responsibilities of the board of directors, that the shareholders accept the approach to executive compensation disclosed in the management information circular delivered in advance of the 2020 annual and special meeting of shareholders of the company."

Approval of this resolution will require that it be passed by a majority of the votes cast by shareholders in person and by proxy. Because your vote is advisory, it will not be binding upon the board. However, the human resource and compensation committee (HRCC) will take into account the results of the vote when considering future executive compensation arrangements.

The named proxyholders, if named as proxy, intend to vote the common shares represented by any such proxy for approval of the advisory resolution on Kinross' approach to executive compensation, unless the shareholder who has given such proxy has directed that the shares be voted against it.

OTHER BUSINESS

Management does not intend to introduce any other business at the meeting and is not aware of any amendments to the matters to be considered at the meeting. If other business or amendments to the matters to be considered at the meeting are properly brought before the meeting, common shares represented by proxies appointing the named proxyholders as proxyholders will be voted in accordance with their best judgement.

2021 SHAREHOLDER PROPOSALS

The Ontario Business Corporations Act (OBCA) permits certain eligible shareholders to submit shareholder proposals to the company, which may be included in a management proxy circular relating to an annual meeting of shareholders. The final date by which the company must receive shareholder proposals for the annual meeting of shareholders in 2021 is March 9, 2021.

SHAREHOLDER NOMINATIONS FOR DIRECTORS

Shareholders may at any time submit to the board the names of individuals for consideration as directors. The corporate governance and nominating committee will consider such submissions when assessing the diversity, skills and experience required on the board to enhance overall board composition and oversight capabilities and making recommendations for individuals to be nominated for election as directors.

Holders of shares representing in the aggregate not less than 5% of Kinross' outstanding shares may nominate individuals to serve as directors and have their nominations included in Kinross' proxy circular for its annual meeting by submitting a shareholder proposal in compliance with and subject to the provisions of the OBCA. No such shareholder proposal was received this year.

ADVANCE NOTICE REQUIREMENTS

The company's by-laws (by-laws) contain an advance notice requirement for director nominations. These requirements are intended to provide a transparent, structured and fair process with a view to providing shareholders an opportunity to submit their proxy voting instructions on an informed basis. Shareholders who wish to nominate candidates for election as directors must provide timely notice in writing to the Corporate Secretary of the company and include the information set out in the company's by-laws. The notice must be made not less than 30 days nor more than 65 days prior to the date of the meeting. A copy of the by-laws of the company is available through the Kinross website at www.kinross.com/about/governance.

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DIRECTORS

The Kinross board of directors has been overseeing a deliberate and gradual succession program that has transformed the Board. Over the past five years, we have brought in six new directors, enabling effective succession for key roles, skills and expertise and successful knowledge transfer.

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DIRECTORS

BOARD ATTRIBUTES:

•

3 of the 9 incumbent directors are women (33%)

•

8 of 9 incumbent directors are independent (89%), including an Independent Chair

•

All board committees are composed solely of independent directors

•

100% attendance record for all directors at board and committee meetings in 2019

•

The board and all board committees met independent of management at all of the meetings in 2019, including at regularly scheduled meetings

•

Chair of audit and risk committee is a financial expert

•

Annually, the board evaluates itself, as a whole, and conducts peer review of individual directors

•

The board has adopted, and adheres to, comprehensive Corporate Governance Guidelines

•

There are no public company interlocking directorships as none of the directors serve together as directors or trustees of any other public entity

2019 BOARD ACTIVITY HIGHLIGHTS:

•

Adopted a strategic business plan proposed by management

•

Considered possible strategic initiatives for the company

•

Appointed two new directors, including a financial expert, to the board

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Reviewed and approved amendments to the charters of the board, audit and risk and corporate responsibility and technical committees

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Reviewed and approved amendments to the core policies namely, The Code of Business Conduct and Ethics, the Whistleblower Policy, and the Disclosure, Confidentiality and Insider Trading Policy,

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Approved a revised cash investment policy

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Approved a revised hedging policy

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Approved the acquisition of the high-quality, heap leach Chulbatkan development project in Russia

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Approved proceeding with the Tasiast 24k project

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Approved a sale of the company's royalty portfolio enabling value realization of existing assets

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Approved amendments to the credit facility on more favourable terms to Kinross

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Continued with strong track record of comprehensive financial reporting

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Received updates and reviewed issues relating to the company's material properties

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Visited the Nevada mine sites to review progress and receive updates

ABOUT THE NOMINATED DIRECTORS

The following tables set forth certain information with respect to all persons proposed to be nominated by management for election as directors. Shareholders can vote for or withhold from voting on the election of each nominee on an individual basis. Unless authority is withheld, the named proxyholders, if named as proxy, intend to vote for these nominees. All of the nominees have established their eligibility and willingness to serve as directors. Unless stated otherwise, the information set out below is as of December 31, 2019. (Footnotes pertaining to the director nominees are on page 37)

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Continuing directors:

The following nominees were elected as directors at Kinross' 2019 annual meeting of shareholders and are being proposed for re-election at the meeting.

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