B2Gold : Board Charter – February 21, 2024

BOARD CHARTER

Effective Date: February 21, 2024

GENERAL

The Board of Directors (the "Board") of B2Gold Corp. (the "Company") is responsible for the overall corporate governance of the Company and oversees and directs the management of the Company's business and affairs. In doing so, it must act honestly, in good faith and in the best interests of the Company, consistent with applicable laws. The Board guides the Company's strategic direction, evaluates the performance of its senior executives and reviews its financial results. In fulfilling its responsibilities, the Board is expected to take into consideration the interests of shareholders in the preservation and enhancement of the Company's value and long term financial strength and to be able to function in a manner which allows it to make determinations independent of the views of management.

DUTIES AND RESPONSIBILITIES

These guidelines govern how the Board will operate to carry out its duties of stewardship and accountability.

CORPORATE STRATEGY

Management is responsible for the development of an overall corporate strategy to bepresented to the Board.

The Board is responsible for:

To the extent feasible, satisfying itself as to the integrity of the Chief Executive Officer (the "CEO") and other executive officers and that the CEO and other executive officers create a culture of integrity throughout the organization

Adopting a strategic planning process pursuant to which management develops and proposes and the Board reviews and approves, on at least an annual basis, significant corporate strategies and objectives, taking into account the opportunities and risks of the business Reviewing and approving all major acquisitions, dispositions and investmentsand all significant financings and other significant matters outside the ordinary course of the Company's business

Reviewing management's implementation of appropriate community and environmental stewardship and health and safety management systems, taking into consideration applicable laws, Company policies and accepted practices in the mining industry

Determining the extent of authority to be delegated to management and thelimitations to be placed on the exercise of that authority. The Board determines the nature and size of transactions that will require the prior approval of the Board and which other limitations should be placed on management's responsibility or authority

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COMMITTEES

The Board delegates authority and responsibility to deal with certain specified matters to the following four (4) standing committees of the Board:

• Audit Committee
• Corporate Governance and Nominating Committee
• Compensation Committee
• Sustainability (formerly Health, Safety, Environment, Social and Security) Committee

1. Committees analyze policies and strategies developed by management that are consistent with their charter. They examine proposals and, where appropriate,

make recommendations to the full Board. Committees do not take action or make decisions on behalf of the Board unless specifically mandated to do so

1. The committee structure may be subject to change as the Board considers from

time to time which of its responsibilities can best be fulfilled through more detailed review of matters in committee

1. Each committee operates according to a Board approved written charter outliningits duties and responsibilities. Such written charter may be amended by the Board from time to time

1. At each Board meeting following each meeting of respective committees, the respective committee chairs shall report to the Board on the committees' activities.

Minutes of committee meetings are made available to all directors upon request and copies should be filed with the Corporate Secretary

1. The Corporate Governance and Nominating Committee, in conjunction with the Chair of the Board (the "Chair"), is responsible to the Board for annually proposing the leadership and membership of each committee and for developing position descriptions for the chair of each board committee. In preparing its recommendations they will take into account the skills, experience and preferences

of the individual directors

1. The Board may from time to time form and empower other committees to carry out duties specified by resolution of the Board

RELIANCE ON MANAGEMENT

The Board is responsible for the appointment, oversight and direction of senior management (including through the development and review of position descriptions for the President and CEO and other members of senior management), who are responsible for the conduct of the day to day operations of the Company.

In fulfilling its responsibilities, the Board is entitled to rely on senior management to carry out the Company's approved strategic and business plans and directions from the Board, and to provide regular detailed reports on their areas of responsibility.

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INTERACTION WITH MANAGEMENT

All directors have open access to the Company's senior management. It is expected that directors will exercise judgment to ensure that their contacts will not distract from the Company's business operations.

The Board encourages individual directors to make themselves available for consultation with management outside Board meetings in order to provide specific advice and counsel on subjects where such directors have special knowledge and experience.

The Board is also responsible for establishing expectations of senior management and for monitoring corporate performance against these expectations and the Company's strategic and business plans.

RISK MANAGEMENT

The Board, with the assistance of the applicable Board committee, has the responsibility to identify and continuously understand the principal risks associated with the business and to ensure that there are systems in place that effectively monitor and manage those risks with a view to the long-term viability of the Company. It is the responsibility of management to ensure the Board and its committees are kept well informed of changing risks. The Board, with the assistance of the Audit Committee, is responsible for reviewing the integrity of the Company's internal controls and management information systems.

The Board, with the assistance of the applicable Board committee, has responsibility for ensuring the implementation of appropriate risk management systems.

MANAGEMENT PERFORMANCE AND SUCCESSION PLANS

The Compensation Committee is responsible for assessing the capabilities andperformance of senior management, including, the President and CEO.

The Board, with the assistance of the Corporate Governance & Nominating Committee, is responsible for ensuring that adequate plans are in place for Executive succession. The CEO's views as to a successor in the event of unexpected incapacity should be discussedperiodically with the Corporate Governance and Nominating Committee.

CEO AND SENIOR MANAGEMENT COMPENSATION

The Compensation Committee is responsible for reviewing and recommending to the Board the form and amount of compensation for the CEO and executive officers. The CEO will not be permitted to attend the Compensation Committee's deliberations and voting relating to his or her compensation.

COMMUNICATIONS

• All written and oral communication for and on behalf of the Company must be made in accordance with the Company's Disclosure, Confidentiality and Insider Trading Policy

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• The Board is responsible for approving the content of the Company's major communications to shareholders and the investing public, including the interim and annual reports, the management proxy circular, the annual information form, any prospectuses that may be issued [and significant press releases]
• The Board believes that it is the function of management, led by the CEO, to speak for the Company in its communications with the investment community, the media, customers, suppliers, employees, governments and the general public. It is understood that the Chair or other individual directors may, from time to time, be requested by management to assist with such communications
• It is expected that when communications from shareholders are made to individual directors, management will be informed and consulted to determine any appropriate response to be made by the Board or management, as the case may be
• The Board is responsible for determining appropriate measures for receiving feedback from stakeholders. The Board shall provide contact information on the website of the Company of the independent director responsible for presiding over meetings of the independent directors pursuant to section 2.11(h)(4), or the independent directors as a group, who will receive feedback from shareholders and report to the whole Board on a regular basis on the feedback received

BOARD PERFORMANCE EVALUATION

• The Board, with the assistance of the Corporate Governance and Nominating Committee, is responsible for periodically conducting a self-evaluation of its size, composition and effectiveness and the contributions of individual directors and for determining the form and amount of compensation for directors
• The Board, with the assistance of the Corporate Governance and Nominating Committee, will assess regularly the effectiveness of the Board as a whole, the committees of the Board and the contribution of individual directors

BOARD ORIENTATION AND CONTINUING EDUCATION

The Board, with the assistance of the Corporate Governance and Nominating Committee and management, will ensure that all new directors receive a comprehensive orientation and existing directors receive ongoing continuing education so that directors may maintain or enhance their skills and abilities as directors.

BOARD INDEPENDENCE

The Board must have the capacity, independently of management, to fulfill the Board's responsibilities and must be able to make an objective assessment of management and assess the merits of management initiatives. Therefore, the Company is committed to the following practices:

• The recruitment of strong, independent directors, who shall compose a majority of not less than two thirds of the Board

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• The Chair should be independent. Where the Chair is not an independent director, an independent director shall be appointed to act as lead director and to ensure that the Board's agenda will enable it to successfully carry out its duties
• The Board shall affirmatively determine whether each director, or person nominated to be a director, qualifies as independent under the applicable Canadian and U.S. securities laws and regulations and applicable stock exchange rules. Where required by such laws, regulations or exchange rules, the Boardshall also determine the independence of each member of a Board committee under the standards of independence applicable to such committee
• Any director who is deemed independent and whose circumstances change such that he or she might be considered to no longer be an independent director or independent member of a particular committee, shall promptly advise the Boardof the change in circumstances
• The Corporate Governance and Nominating Committee leads the director selection/evaluation process
• The Compensation Committee leads the CEO evaluation process
• The Audit Committee, Compensation Committee and Corporate Governance and Nominating Committee are comprised of fully independent directors, except in circumstances, and only to the extent, permitted by all applicable laws, regulations and stock exchange requirements;
• Meetings of independent directors

1. The independent directors, without the presence of management or non- independent directors, meet regularly as a group at each quarterly board meeting and if needed additional times as they consider appropriate

1. The purpose of the meeting will be to provide an opportunity for the independent directors to raise issues that they did not wish to discusswith management present;

1. If one director is chosen to preside at all the meetings of the independent directors, his or her name must be disclosed. Alternatively, if the same individual is not the presiding director at every meeting, the Company must disclose the procedure by which a presiding director is selected for each meeting

• 1. The Company must disclose a method for interested parties tocommunicate directly with the presiding director or with the independentdirectors as a group
• Each director should, when considering membership on another board or committee, make every effort to ensure that such membership will not impair the director's time and availability for his or her commitment to the Company. Each director should advise the chair of the Corporate Governance and Nominating Committee and the CEO before accepting membership on other public company boards of directors or any audit committee or other significant committee assignment on any other board of directors, or establishing other significant relationships with businesses, institutions, governmental units or regulatory entities, particularly those that may result in significant time commitments or a change in the director's relationship to the Company

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BOARD SIZE AND COMPOSITION

• Nominees for directors are initially considered and recommended by the Corporate Governance and Nominating Committee, approved by the entire Boardand elected annually by the shareholders
• A majority of not less than two thirds of the directors comprising the Board must qualify as independent directors within the meaning of all applicable legal and regulatory requirements including, without limitation, all applicable Canadianand U.S. securities laws and regulations and the rules of each stock exchange on which the Company's securities are listed, except in circumstances, and only to the extent, permitted by all applicable laws, regulations and stock exchange requirements
• The Board is committed to reviewing its size periodically, with the assistance of the Corporate Governance and Nominating Committee, and currently considers nine directors to be an appropriate number for the size of the Company and sufficient to provide an appropriate mix of backgrounds and skills for the stewardship of the Company
• The Chair will be selected by the Board. The Board may select the CEO as Chair if that seems best for the Company at a given point in time, subject to Section 2.11(b) of this Board Charter

DIRECTOR TERMS

Directors are elected or re-elected annually by shareholders. There is an informal expectation by the Board that each director will commit to serving their term at least untilthe next annual shareholders meeting. Between annual meetings of shareholders, the Board may appoint directors to serve until the next meeting, as appropriate, in accordance with applicable corporate law requirements.

BOARD DIVERSITY

The Company believes in diversity and values the benefits diversity can bring to its Board. Diversity includes gender, age, race, ethnicity and cultural background. TheCompany seeks to maintain a Board comprised of talented and dedicated directors whose skills and backgrounds reflect the diverse nature of the business environment in whichthe Company operates. Accordingly, the composition of the Board is intended to reflect a diverse mix of skills, experience, knowledge, backgrounds and personal qualities, including an appropriate number of women directors. The Board, with the assistance of the Corporate Governance and Nominating Committee, will give particular consideration to diverse candidates who fulfill the qualifications criteria.

APPOINTMENT AND REMUNERATION OF AUDITORS

The Audit Committee shall, subject to shareholder approval, if required, be responsible for the engagement, remuneration and review of the performance of the Company's auditors.

CODE OF BUSINESS CONDUCT AND ETHICAL BEHAVIOR

All directors, officers, employees, consultants and contractors of the Company and its subsidiaries, affiliates, joint ventures and any other entity controlled by the Company are bound by the Company's Code of Business Conduct and Ethics (the "Code"). All such individuals shall review the Code and

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directors and officers acknowledge their support and understanding of the Code. The Corporate Governance and Nominating Committee isresponsible for overseeing and monitoring compliance with the Code. The Board will receive updates on all reported violations of the Code and is responsible for considering any requests for a waiver of the Code with respect to any executive officer or director.

BOARD MEETINGS

• The Board meets on at least a quarterly basis
• The Chair, in consultation with the CEO and the Corporate Secretary, develops the agenda for each Board meeting
• 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
• The Board may adopt the use of consent resolutions for its convenience from time to time, in accordance with the provisions of the Company's articles
• A majority of the number of the directors holding office present constitutes a quorum for the transaction of business at a meeting and a quorum of directors may exercise all the powers of directors at a meeting. No business shall be transacted by the directors at a meeting unless a quorum is present
• A director may participate in a Board meeting by means of such telephone, electronic or other communication facilities as permit all persons participating in the meeting to communicate adequately with each other. A member participating in such a meeting by any such means is deemed to be present at the meeting
• Directors will maintain the absolute confidentiality of Board deliberations and decisions and information received at meetings, except as may be specified by the Chair, if the information is publicly disclosed by the Company, or as requiredby applicable law. The views or opinions of individual directors or managers shall be treated with an appropriate level of respect and confidence
• Directors are expected to attend all meetings of the Board and the Board committees upon which they serve, to come to such meetings fully prepared (including full review of all documentation sent prior to the meeting) and to remain in attendance for the duration of the meeting. Where a director's absence from a meeting is unavoidable, the director should, as soon as practicable afterthe meeting, contact the Chair, the CEO or the Corporate Secretary for a briefing on the substantive elements of the meeting

SPECIAL MEETINGS OF THE BOARD

• Special meetings of the Board may be held at any time at the call of the Chair and the CEO, or any two directors
• Notice of a special meeting of the Board shall be given to all directors. Such notice shall be sent at least twenty-four (24) hours, exclusive of Saturdays,Sundays and holidays, before the time fixed for the meeting. If all directors are present at such meeting, notice thereof may be waived by them. If notice of the meeting is waived, all directors must sign a waiver

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BOARD MINUTES

The Chair and the CEO shall be provided with the draft minutes of each meeting of the Board at the next Board meeting. The approved minutes serve as the official record of theBoard meeting.

INFORMATION FOR BOARD MEETINGS

• All materials submitted for consideration by the Board or by a committee becomepart of the record of the Board and shall be deposited with the Corporate Secretary for maintenance, safekeeping and access
• Materials assembled in support of Board meetings will be coordinated by the CEO and the Corporate Secretary will distribute them with the Board meeting agenda, prior to the meeting
• Materials distributed to the directors in advance of Board meetings shall be concise, yet complete and prepared in a way that focuses attention on critical issues to be considered
• Reports may be presented during Board meetings by directors, management or staff or by invited outside advisors. Presentations on specific subjects at Board meetings shall briefly summarize the materials sent to directors so as to maximize the time available for discussion on questions regarding the material
• It is recognized that under some circumstances, due to the confidential nature of matters to be discussed at a meeting, it would not be prudent or appropriate to distribute written material in advance
• Matters that are brought to the Board for a decision, particularly those of a strategic or financial matter, will be in a format and at a level and type of information that enables the Board to make a decision. The Board and management will agree on the format and the checklist of information items required for the Board to make a decision

BOARD CHARTER EVALUATION

The Board shall periodically review this Board Charter and may update it as required to reflect changes as required by securities regulatory agencies or stock exchanges, or so as to reflect industry standards or corporate practices.

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