

PROXY SUMMARY

ELDORADO GOLD | 2026 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND MANAGEMENT PROXY CIRCULAR



PROXY SUMMARY

ELDORADO GOLD | 2026 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND MANAGEMENT PROXY CIRCULAR



PROXY SUMMARY

ELDORADO GOLD | 2026 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND MANAGEMENT PROXY CIRCULAR



PROXY SUMMARY

ELDORADO GOLD | 2026 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND MANAGEMENT PROXY CIRCULAR



PROXY SUMMARY

ELDORADO GOLD | 2026 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND MANAGEMENT PROXY CIRCULAR



PROXY SUMMARY

ELDORADO GOLD | 2026 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND MANAGEMENT PROXY CIRCULAR



PROXY SUMMARY

ELDORADO GOLD | 2026 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND MANAGEMENT PROXY CIRCULAR



PROXY SUMMARY

ELDORADO GOLD | 2026 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND MANAGEMENT PROXY CIRCULAR

Table of Contents


1	M essage to Shareholders	74	Compensation Discussion & Analysis (“CD&A”)
5	Proxy Summary	76	Letter to Shareholders
10	Shareholder and Voting Information	79	Compensation Philosophy and Objectives
11	Notice of Meeting	80	Peer Group Selection
11	Meeting and Voting Information	81	Managing Compensation Risk
14	Business of Meeting	85	Determining Compensation
14	Financial Statements	87	Compensation Components and 2025 Compensation Decisions
14	Electing Directors	90	2025 Corporate Objectives Results
15	Appointment of Auditors	99	Current Named Executive Officer Biographies
15	Board to Set Auditor’s Pay	106	Compensation Tables and Disclosures
16	Advisory Vote on Executive Compensation	112	Termination and Change of Control Benefit
16	Other Business	114	Other Information
17	Board of Directors Nominees	122	Normal Course Issuer Bid
18	Director Nominee Biographies	125	Directors’ Approval
28	Meeting Attendance	126	FAQs
31	Environmental, Social and Governance	132	Schedule A – Board of Directors: Terms of Reference
35	Social	136	Cautionary Note about Forward-looking Statements and Information
37	Diversity, Inclusion and Employee Engagement
40	Governance
43	About the Board
61	Board Committees
68	Director Compensation

		Sustainability Highlights

		1	Message to Shareholders
		5	Proxy Summary
		31	Environmental, Social and Governance
		32	Sustainability Governance
		33	Sustainability Highlights Timeline
		37	Diversity, Inclusion and Employee Engagement
		90	202 5 Corporate Objectives Results

ELDORADO GOLD | 2026 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND MANAGEMENT PROXY CIRCULAR



GOVERNANCE

2026 Notice of Annual Meeting of Shareholders

When

Items of Business

Tuesday, June 23, 2026

10:00 a.m. Pacific time

Receive our 202 5 A nnual Audited Consolidated Financial Statements, page 14

Elect nine directors for the coming year, page 14

Where

In person:

Fasken Martineau DuMoulin LLP

550 Burrard Street, Suite 2900

Vancouver, BC, V6C 0A3

Re-appoint KPMG as auditor for the coming year, page 15

Authorize the directors to set the auditor’s pay, page 15

Virtually:

Computershare virtual meeting platform at meetnow.global/MKZ9Z9W

Approve a non-binding advisory resolution on executive compensation, page 16

Eldorado is conducting its annual meeting this year in a physical and virtual hybrid format. Additional information on how to attend the 2026 annual meeting of shareholders virtually can be found on page 130.

Your Vote Is Important

You are entitled to receive this notice to vote at our 2026 annual meeting of shareholders (“2026 Meeting”) if you owned common shares of Eldorado Gold Corporation (“Eldorado” or the “Company”) as of the close of business on April 29, 2026 (the ”record date” for the 2026 Meeting). Registered shareholders and duly appointed proxyholders (who, if attending virtually, have been properly registered prior to the 2026 Meeting) will be able to attend, participate and vote at the 2026 Meeting either in person or online. Non-registered beneficial shareholders who have not duly appointed themselves as proxyholder will not be able to attend the 2026 Meeting in person but may attend online as a guest. Guests attending virtually may view the webcast, but will not be able to participate or vote at the 2026 Meeting.

Notice and Access

We are using notice-and-access procedures to deliver our 2026 Meeting materials to shareholders. You are receiving this notice with information on how you can access the management proxy circular (“Circular”) electronically, along with a proxy – or, in the case of non-registered shareholders, a voting instruction form – by which to vote at the 2026 Meeting or submit your voting instructions.

The Circular, form of proxy, annual return card, annual audited consolidated financial statements (the “Annual Financial Statements”) and associated Management’s Discussion and Analysis (“Annual MD&A”) for the year ended December 31, 2025 will be available on our website (www.eldoradogold.com/investors/shareholder-information/shareholder-materials-agm) as of May 22, 2026, and will remain on the website for one full year. You can also access the meeting materials through our public filings on the SEDAR+ website (www.sedarplus.ca) and the United States Securities and Exchange Commission (“SEC”) website (www.sec.gov), under Eldorado’s name.

The Circular contains important information about the 2026 Meeting, including what is required to attend the 2026 Meeting in person or virtually. We encourage and remind you to access and review the Circular prior to voting.

The Company will mail paper copies of the meeting materials to those shareholders who had previously elected to receive paper copies. All other shareholders will receive this notice along with a form of proxy or voting instruction form, as applicable. If you received this notice and want to obtain paper copies of the full 2026 Meeting materials or additional information about the notice-and-access procedures, they can be requested, without charge, by contacting us as follows:


information@eldoradogold.com t: 1 604 687 4018 1 888 353 8166 (toll-free)						550 Burrard Street, 11th Floor Vancouver, BC, V6C 2B5 Attention: Corporate Secretary

ELDORADO GOLD | 2026 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND MANAGEMENT PROXY CIRCULAR



GOVERNANCE

To receive the Circular in advance of the proxy deposit date and meeting date, requests for printed copies must be received at least five business days in advance of the proxy deposit date and time set out in the accompanying proxy or voting instruction form.

Shareholders can request future copies of the Annual Financial Statements and Annual MD&A and/or our interim consolidated financial statements and associated management’s discussion and analysis by marking the appropriate box on the Annual Return Card included with this notice, as applicable. All registered shareholders will receive the Annual Financial Statements and Annual MD&A.

Submitting Your Vote

If you are a registered shareholder and are unable to attend the meeting either in person or online, please complete the enclosed form of proxy and return it as soon as possible. To be valid, proxies must be returned by 10:00 a.m. (Pacific time) on Friday, June 19, 2026, to our transfer agent at:

Computershare Trust Company of Canada

320 Bay Street, 14th Floor

Toronto, ON, M5H 4A6

You may also vote by telephone or online by following the instructions on your proxy.

If you are a non-registered shareholder, you should follow the instructions on your voting instruction form in order to submit your voting instructions to your intermediary or its agent. You should submit your voting instructions to your intermediary or its agent as instructed as soon as possible, so that your intermediary or its agent has sufficient time to submit your vote prior to the voting deadline of 10:00 a.m. (Pacific time) on Friday, June 19, 2026.

If you have any questions or need assistance completing your form of proxy or voting instruction form, please contact Laurel Hill Advisory Group by (i) telephone at +1 877 452 7184 toll-free in North America, or +1 416 304 0211 outside of North America; (ii) by email at assistance@laurelhill.com; or (iii) text message by texting the word “INFO” to +1 877 452 7184 or +1 416 304 0211.

By order of the Board,

Karen Aram

Corporate Secretary

Vancouver, BC

May 7, 2026

ELDORADO GOLD | 2026 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND MANAGEMENT PROXY CIRCULAR



GOVERNANCE

General Information

Eldorado Gold

In this document, “we,” “us,” “our,” “Eldorado,” and “Company” mean Eldorado Gold Corporation.

Shareholders

“You,” “your” and “shareholder” mean registered holders (unless the context otherwise requires) of common shares of Eldorado.

Date of Information

Information in this document is as of May 7, 2026, unless otherwise stated.

Exchange Rate

All dollar figures are in Canadian dollars, except as noted. We used the average annual exchange rate for 2025 reported by the

Bank of Canada of 1 U.S. dollar = 1.3978 Canadian dollars, unless otherwise noted.

Additional Information

Documents and websites referenced herein are not incorporated by reference into this Circular unless the incorporation by reference is explicit. References to our website address in this Circular are intended to be inactive textual references only.

You can find financial information relating to Eldorado in our Annual Financial Statements and Annual MD&A.

See our Annual MD&A, Annual Financial Statements and our annual information form for the year ended December 31, 2025 (“AIF”) or Form 40-F for additional information about Eldorado. These documents and additional information relating to Eldorado are available on our website (www.eldoradogold.com) and are also available on the SEDAR+ website (www.sedarplus.ca) and the SEC website (www.sec.gov), under Eldorado’s name.

You can also request copies free of charge by contacting our Corporate Secretary:


information@eldoradogold.com t: 1 604 687 4018 1 888 353 8166 (toll-free)						550 Burrard Street, 11th Floor Vancouver, BC, V6C 2B5 Attention: Corporate Secretary

ELDORADO GOLD | 2026 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND MANAGEMENT PROXY CIRCULAR



GOVERNANCE

Business of Meeting

1. Receiving Our Financial Statements and the Auditor’s Report

Both our Annual Financial Statements and the auditor’s report are available on our website (www.eldoradogold.com) and on the SEDAR+ website (www.sedarplus.ca) and the SEC website (www.sec.gov), under Eldorado’s name.

A representative from KPMG LLP (“KPMG”), our independent auditor for 2025, will be at the meeting to answer any questions about the auditor’s report.

2. Electing Directors

According to our articles and by-laws, we must elect between three and 20 directors at each annual meeting, each to serve for a one-year term or until a successor is elected or appointed. The board of directors of the Company (the “Board”) has decided that nine directors will be elected this year, based on the diverse mix of skills and experience the Board believes is necessary to effectively fulfill its duties and responsibilities.

Director Nominees for 2026

Carissa Browning

Teresa Conway

Sally Eyre

Judith Mosely

Steven Reid

George Burns

Samantha Espley

Patrick Godin

Dan Myerson

Each of the director nominees is well qualified and demonstrates the competencies, character and commitment that is complementary to Eldorado’s needs and culture; additionally, each has expressed their willingness to serve on the Board. Further information on each of the nominees can be found starting on page 17.

Majority Voting

The election of directors at the 2026 Meeting is governed by the majority voting requirements under the Canada Business Corporations Act (the “CBCA”), and the CBCA regulations, which came into force on August 31, 2022. These requirements provide that in an uncontested election of directors, shareholders will be allowed to vote “for” or “against” each director nominee (as opposed to “for” or “withhold” as was the case previously). A nominee will be elected as a director only if the number of shares voted “for” that nominee exceeds the number of shares voted “against” that nominee.

If a nominee does not receive a majority of votes cast by shareholders in favour of their election, they will not be elected and the director position will remain open, except that an incumbent nominee (which comprise eight of the nine Company nominees for the 2026 Meeting) will be permitted to remain in office until the earlier of: (a) the 90th day after the day of the election; or (b) the day on which their successor is appointed or elected. The Board may not re-appoint an incumbent director who did not receive majority support at any time prior to the next annual shareholders meeting other than in the following limited and defined circumstances: (i) to satisfy Canadian residency requirements; or (ii) to satisfy the requirement that at least two directors are not also officers or employees of the Company or its affiliates.

These statutory majority voting requirements only apply to uncontested elections of directors, meaning elections where the number of director nominees is the same as the number of directors to be elected to the Board (such as the election of directors to take place at the 2026 Meeting). Following the implementation of these amendments to the CBCA, the Company’s then existing Majority Voting Policy was rendered redundant and was revoked by the Board.

The majority voting requirements under the CBCA will not apply in the case of a contested election of directors, in which case the directors will be elected by a plurality of votes of the shares represented in person or by proxy at the 2026 Meeting and voted on the election of directors. Consistent with the foregoing, the form of proxy for the 2026 Meeting provides that in the event more than nine individuals are nominated for election as directors, an instruction to vote “Against” a nominee will be treated as an instruction to “Withhold” from voting for that nominee.

Advance Notice Policy

Our by-laws contain an advance-notice provision for director nominations. Shareholders who wish to nominate candidates for election as directors must provide written notice of their intention to the Corporate Secretary (550 Burrard Street, 11th Floor, Vancouver, BC, V6C 2B5) and include certain information as set out in Part 9 of our by-laws. The notice must be made not less than 30 days and not more than 65 days prior to the date of our next annual meeting, in compliance with Part 9. If you wish to submit a director nomination to be presented at our 2026 Annual Meeting, the required information must be sent to our Corporate Secretary by May 25, 2026. A copy of our by-laws can be found on the SEDAR+ website (www.sedarplus.ca), under our Company’s name.


			We recommend that you vote FOR the election of the director nominees.

ELDORADO GOLD | 2026 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND MANAGEMENT PROXY CIRCULAR



GOVERNANCE

3. Appointing the Independent Auditor and Authorizing the Board to Set the Auditor’s Pay

KPMG has been our independent auditor since 2009. Upon the recommendation of the Audit Committee of the Company (the “Audit Committee”) and the Board, shareholders will be asked to approve the re-appointment of KPMG as auditor and to authorize the Board to set the auditor’s pay for 2026. To assure continuing independence of our auditor, and in accordance with best practices and the Audit Committee Policy, a new lead audit partner is appointed at least every five years. Our most recent audit partner rotation was in Q1 2025.

KPMG conducts the annual audit of our financial statements and provides audit-related tax and other services, and reports to the Audit Committee of the Board. The table below outlines the fees paid to KPMG in the last two years.


Years ended December 31	2025 (US$)	2024 (US$)
Audit fees	2,337,878	1,945,300	Total fees for audit services
Audit-related fees	83,995	91,895	Majority of fees relate to French translations
All other services	51,750	8,660
Total	$2,473,623	$2,045,855


			We recommend that you vote FOR the appointment of KPMG as our auditor for the ensuing year and FOR authorizing the Board to set the auditor’s pay.

ELDORADO GOLD | 2026 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND MANAGEMENT PROXY CIRCULAR



GOVERNANCE

4. Advisory Vote on Executive Compensation – Voluntary Adoption of “Say on Pay”

The Board approved a policy on “say on pay” and shareholder engagement. The policy establishes the framework for conducting an annual non-binding advisory vote by our shareholders on Eldorado’s executive compensation. The advisory vote provides shareholders with the opportunity to advise the Board on their view of our executive compensation programs as presented in the Statement of Executive Compensation section of this Circular.

As this is an advisory vote, the results will not be binding on the Board. The Board retains sole authority and remains fully responsible for the Company’s compensation decisions, and is not relieved of these responsibilities as a result of the advisory vote by shareholders. The Board will, however, take into account the results of the advisory vote when considering whether there is a need to increase shareholder engagement on compensation and other matters.

Following each annual general meeting, all voting results, including the results of the “say on pay” vote, are publicly filed under the Company’s profile on the SEDAR+ website (www.sedarplus.ca).

We are pleased to report that in 2025 and 2024, over 97% of our shareholders voted in support of our approach to executive compensation.


Year	Votes “for” (%)	Votes “against” (%)
2025	98.23	1.77
2024	97.07	2.93

BE IT RESOLVED THAT, on an advisory basis, and not to diminish the role and responsibilities of the Board, the shareholders accept that the philosophy and design of the Company’s executive compensation program, as disclosed in the Company’s Circular and the CD&A, are appropriate.


			We recommend that you vote FOR the adoption of the resolution to support our approach to executive compensation.

5. Other Business

We will also consider any other matters that properly come before the 2026 Meeting. As of the date of this Circular, we are not aware of any other items of business to be considered at the 2026 Meeting.

ELDORADO GOLD | 2026 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND MANAGEMENT PROXY CIRCULAR



GOVERNANCE

ELDORADO GOLD | 2026 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND MANAGEMENT PROXY CIRCULAR



GOVERNANCE

Director Nominees

At the meeting, shareholders will be asked to elect nine directors. The Board has determined all the nominated directors are independent, with the exception of George Burns, the Company’s Chief Executive Officer (“CEO”) and Dan Myerson, former Chief Executive Officer of Foran; the Board committees are also 100% composed of independent directors. The director nominees have significant and complementary experience across multiple sectors and markets, which help form a strong and independent Board. The Board is committed to deliberate Board renewal. This renewal plan has resulted in an increase in key strength areas, including:

•Board diversity

•Capital markets and financing expertise

•Compensation

•Corporate governance

•Decarbonization and climate change expertise

•Mergers & acquisitions expertise

•Strategic planning and risk assessment

•Sustainability

•Technical mining and operating expertise

Further attributes of our director nominees include:

•All of Eldorado’s non-executive directors meeting or on track to meet the equity-ownership requirement, as applicable.

•All four of our current Audit Committee members are financially literate as defined in National Instrument 52-110 and Teresa Conway, the Chair of the Audit Committee, Hussein Barma (who is not standing for re-election) and Judith Mosely are considered to meet the definition of audit committee financial experts under SEC rules.

•Adherence to our Corporate Governance Guidelines, as adopted by the Board on October 26, 2023 (“Corporate Governance Guidelines”).

The biographies starting on page 19 set forth information with respect to our proposed director nominees.

The value of director shareholding, including deferred share units (“DSUs”), which represent notional Eldorado common shares based on the value of our common shares has been calculated at the higher of the value at issue date or fair market value at

December 31, 2025.

ELDORADO GOLD | 2026 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND MANAGEMENT PROXY CIRCULAR



GOVERNANCE



			Carissa Browning Carissa Browning was appointed to the Board in January 2022. Ms. Browning is a corporate commercial lawyer at a boutique legal and advisory platform focused on energy, cleantech and sustainability. She previously served as legal counsel for BC Hydro and TransAlta Corporation. She has broad industry experience in electricity and renewable energy, technology, fintech and commodity trading, and advises on matters relating to corporate governance, market regulation and sustainability. Ms. Browning is currently appointed to the board of Alberta Innovates, Clean Prosperity and is a Calgary Chapter Executive of the Institute of Corporate Directors. She holds a B.A. and LL.B. from the University of Calgary, has the designation ICD.D from the Institute of Corporate Directors, and regularly contributes her thought leadership and reflections on the importance of diverse representation, reconciliation, and her views as an Indigenous woman. She identifies as a Dene from the Dehcho region (Northwest Territories).

Independent director since January 2022

Resides Alberta, Canada

Age 52

Areas of Expertise

Capital markets

Compliance

Corporate governance

Decarbonization and Climate Change

Energy

Human capital matters

Legal and regulatory

Mergers & acquisitions

Sustainability

Education

LL.B., University of Calgary

B.A., Communications and

Culture, University of Calgary

Current Occupation

Lawyer

Other Directorships

None

Accreditations and Memberships

Canadian Bar Association

Institute of Corporate Directors (ICD.D)

Law Society of Alberta

Law Society of British Columbia

BOARD AND COMMITTEE MEMBERSHIP

2025 Meeting

attendance

2025 Meetings

attended (%)

Board

14 of 14

100

CGNC

4 of 4

100

Sustainability Committee

4 of 4

100

EQUITY OWNERSHIP

OWNERSHIP REQUIREMENT

OWNERSHIP STATUS

Ownership requirement

Ownership
requirement value

Total ownership value(1)

Meets ownership requirement

5 x annual retainer

$500,000

$1,613,584

Yes


			Notes: (1)Based on the higher of the value at acquisition date or fair market value at December 31, 2025 ($49.33). For more information on independent director equity ownership, see page 70.

ELDORADO GOLD | 2026 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND MANAGEMENT PROXY CIRCULAR



GOVERNANCE



			George Burns George Burns joined Eldorado on February 1, 2017, and assumed the role of President & CEO on April 28, 2017. To support Eldorado’s growth and succession planning, he transitioned from the role of President & CEO to the role of CEO on September 12, 2025. Prior to joining Eldorado, Mr. Burns was Executive Vice President & Chief Operating Officer at Goldcorp Inc. He also held the Goldcorp positions of Senior Vice President, Mexican Operations, and Vice President, Canada and United States. Prior to that he was Senior Vice President & Chief Operating Officer of Centerra Gold Inc. Mr. Burns has over 40 years of experience in the mineral sector, including executive, operations, development and engineering leadership roles in gold, copper and coal operations. He has served in various capacities for Asarco LLC including Vice President of Mining as well as numerous capacities for Cyprus Minerals Corporation. He began his career with Anaconda Company in 1978. Mr. Burns has also served in the past as an independent director of another public mining company.

Director since April 2017(1)

Resides British Columbia, Canada

Age 66

Areas of Expertise

Compensation

Decarbonization and Climate Change

Finance

Geology

Human Capital Matters

Mergers and acquisitions

Mine and process operations, development and construction

Mining engineering

Mining industry

Sustainability

Education

B.Sc., Mining Engineering, Montana College of Mineral Science and Technology

Current Occupation

CEO, Eldorado Gold Corporation

Other Directorships

None

Accreditations and Memberships

Institute of Corporate Directors (ICD.D)

Prospectors & Developers Association of Canada

Society for Mining, Metallurgy & Exploration

BOARD AND COMMITTEE MEMBERSHIP

2025 Meeting attendance

2025 Meetings attended (%)

Board

14 of 14

100

EQUITY OWNERSHIP

OWNERSHIP REQUIREMENT

OWNERSHIP STATUS

Ownership requirement

Ownership
requirement value

Total ownership value(2)

Meets ownership requirement

4 x annual salary

$4,412,800

$30,248,909

Yes


			Notes: (1)Mr. Burns is an executive and therefore does not receive compensation for his role as a director. See page 107 for details of Mr. Burns’ compensation. (2)Based on the higher of the value at acquisition date or fair market value at December 31, 2025 ($49.33). For more information on executive equity ownership, see page 84.

ELDORADO GOLD | 2026 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND MANAGEMENT PROXY CIRCULAR



GOVERNANCE



			Teresa Conway Teresa Conway was elected to the Board in June 2018. She is a former executive with over 25 years of experience in the North American renewable energy and energy markets. She was the President & CEO of Powerex (2005–2017), and prior to that held various executive positions since joining Powerex in 1993, including CFO, with accountability for information technology. She was also with PriceWaterhouseCoopers (“PWC”) and her primary focus was mining. Ms. Conway holds a B.B.A. from Simon Fraser University and is a Chartered Professional Accountant (CPA, CA). In addition, Ms. Conway has the designation ICD.D from the Institute of Corporate Directors. Ms. Conway also serves on the board of directors of Altius Minerals Corporation and Entrée Resources Ltd.

Independent director since June 2018

Resides British Columbia, Canada

Age 68

Areas of Expertise

Accounting

Audit

Compensation

Compliance

Corporate governance

Energy sector

Finance

Human capital matters

Mergers and acquisitions

Risk management

Sustainability

Education

B.B.A., Simon Fraser University

Current Occupation

Corporate director

Other Directorships

Altius Minerals Corporation

Entrée Resources Ltd.

Accreditations and Memberships

Chartered Professional Accountants British Columbia

Institute of Corporate Directors (ICD.D)

Fellow Chartered Accountant (FCPA, FCA)

BOARD AND COMMITTEE MEMBERSHIP

2025 Meeting

attendance

2025 Meetings

attended (%)

Board

14 of 14

100

Compensation Committee

3 of 3

100

Audit Committee

4 of 4

100

CGNC

4 of 4

100

EQUITY OWNERSHIP

OWNERSHIP REQUIREMENT

OWNERSHIP STATUS

Ownership requirement

Ownership
requirement value

Total ownership value(1)

Meets ownership requirement

5 x annual retainer

$500,000

$3,705,867

Yes


			Notes: (1)Based on the higher of the value at acquisition date or fair market value at December 31, 2025 ($49.33). For more information on independent director equity ownership, see page 70.

ELDORADO GOLD | 2026 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND MANAGEMENT PROXY CIRCULAR



GOVERNANCE


			Samantha Espley Samantha Espley was appointed to the Board in October 2025. She is a mining executive with over 35 years of experience in operations and technical services in the resource sector, with leadership roles at Vale Base Metals and Glencore and its predecessors. Currently, Ms. Espley is a Senior Executive Advisor at Stantec and an independent board member of Northern Graphite and Paramount Gold Nevada. Ms. Espley holds a Master of Applied Science from Laurentian University and a Bachelor of Applied Science from the University of Toronto. A Professional Engineer (P.Eng), she holds a Corporate Directors Certification from CDI LLC. she is on the board of the Canadian Academy of Engineering (CAE) and is the CAE’s President-Elect. She was President of Canadian Institute of Mining, Metallurgy, and Petroleum (CIM) and the Chair of the CIM Health and Safety Society. Her honors include the Governor General’s Gold Medal, Women in Mining Trailblazer Award, Engineering Management Award, CIM Diversity and Inclusion Award, Inductee to Mining Hall of Fame for Northern Ontario, and is a Global Top 100 Women in Mining.

Independent director since October 2025

Resides Ontario, Canada

Age 61

Areas of Expertise

Compensation

Compliance

Decarbonization and Climate Change

Engineering

Human capital matters

Geology

Corporate governance

Mergers & acquisitions

Mining industry

Risk management

Strategy

Sustainability

Education

Master of Applied Science, Laurentian University

Bachelor of Applied Science, University of Toronto

Current Occupation

Senior Executive Advisor, Stantec

Other Directorships

Northern Graphite

Paramount Gold Nevada

Accreditations and Memberships

Corporate Directors Certification, CDI LLC

Licensed Professional Engineer (Ontario, Manitoba, Newfoundland & Labrador)

Board of Canadian Academy of Engineering

BOARD AND COMMITTEE MEMBERSHIP

2025 Meeting

attendance(1)

2025 Meetings

attended (%)

Board

4 of 5

Compensation Committee

2 of 2

100

Sustainability Committee

1 of 1

100

Technical Committee

3 of 3

100

EQUITY OWNERSHIP

OWNERSHIP REQUIREMENT

OWNERSHIP STATUS

Ownership requirement

Ownership
requirement value

Total ownership value(2)

Meets ownership requirement(3)

5 x annual retainer

$500,000

$—

On Track


			Notes: (1)Ms. Espley is a first-time director nominee. She was appointed as an independent director effective October 1, 2025. She attended all regularly scheduled meetings she was eligible to attend after her appointment and provided advance notice to the Chair of the Board of her inability to attend an unscheduled meeting on December 10, 2025. (2)Based on the higher of the value at acquisition date or fair market value at December 31, 2025 ($49.33). For more information on independent director equity ownership, see page 70. (3)Ms. Espley will have until October 1, 2030 to meet her ownership requirement.

ELDORADO GOLD | 2026 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND MANAGEMENT PROXY CIRCULAR



GOVERNANCE



			Sally Eyre Dr. Sally Eyre was appointed to the Board in January 2026. She is a geologist and mining finance professional with over 30 years of extensive experience in global resource capital markets and mining operations. Currently, she is an independent board member of Ero Copper Corporation. Dr. Eyre previously served as a non-executive director of Equinox Gold Corporation, Senior Independent Director of Centamin plc and a non-executive director of Adventus Mining Corporation. During 2011 to 2014 she served as President and CEO of Copper North Mining and, prior thereto, served as Senior Vice President, Operations at Endeavour Mining, responsible for a portion of resource exploration, development and production projects throughout West Africa. Dr. Eyre served as President and CEO of Etruscan Resources Inc. (now Endeavour Mining Corp.), a gold company with producing assets in West Africa. She served as Director of Business Development for Endeavour Financial Ltd. and has held executive positions with a number of Canadian resource companies. Dr. Eyre has a Ph.D. in Economic Geology from the Royal School of Mines, Imperial College, London. Dr. Eyre is a member of the Society of Economic Geologists (SEG); a member of the Institute of Corporate Directors; and a former Director of the SEG Canada Foundation.

Independent director since January 2026

Resides British Columbia, Canada

Age 54

Areas of Expertise

Capital Markets

Compensation

Engineering

Finance

Geology

Legal and regulatory

Mergers & acquisitions

Mining industry

Risk Management

Strategy

Sustainability

Education

Ph.D. Economic Geology, Royal School of Mines, Imperial College

Current Occupation

Corporate Director

Other Directorships

Ero Copper Corporation

Accreditations and Memberships

Society of Economic Geologists (SEG)

Institute of Corporate Directors (ICD.D)

BOARD AND COMMITTEE MEMBERSHIP

2025 Meeting

attendance(1)

2025 Meetings

attended (%)

Board

n/a

EQUITY OWNERSHIP

OWNERSHIP REQUIREMENT

OWNERSHIP STATUS

Ownership requirement

Ownership
requirement value

Total ownership value

Meets ownership requirement(2)

5 x annual retainer

$500,000

n/a


			Notes: (1)Dr. Eyre is a first time director nominee and was appointed as an independent director on January 1, 2026. She did not attend any meetings held in 2025. (2)Equity ownership is measured as at December 31, 2025. Dr. Eyre was not a director as of this date and will have until January 1, 2031 to meet her ownership requirement.

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GOVERNANCE



			Patrick Godin Patrick Godin is a first‑time director nominee. He is an experienced mining executive with over four decades of experience in the global mining industry, with a strong focus on operational excellence and the health, safety and wellbeing of people. Mr. Godin most recently served as President and Chief Executive Officer of New Gold Inc. (“New Gold”), where he led the company’s strategic direction, up until New Gold’s acquisition by Coeur Mining, Inc, which closed in March 2026. Prior to joining New Gold, he served as Vice President and Chief Operating Officer at Pretium and as President and Chief Executive Officer of Stornoway Diamond Corporation, where he was directly responsible for the construction and operations of the Renard Diamond Mine, Québec’s first diamond mine. He also served as Vice President at G Mining Services, focusing on the development of mining projects in the Americas and West Africa, and as Vice President of Operations at Canadian Royalties, where he led the development of a nickel project in Northern Québec. Earlier in his career, Mr. Godin served as President and General Manager of CBJ‑CAIMAN S.A.S., a French subsidiary of Cambior / IAMGOLD, where he led the Camp Caïman gold mining project in French Guiana. He also held progressively senior roles at Cambior’s Canadian operations, where he led a gold extraction operation and contributed to the implementation of the company’s sustainability program. Mr. Godin holds a bachelor’s degree in mining engineering from Université Laval in Québec. He is a Professional Engineer in Ontario and a Chartered Director (ICD).

Director Nominee

Resides Ontario, Canada

Age 57

Areas of Expertise

Capital markets

Compensation

Engineering

Human capital matters

Mergers & acquisitions

Mining industry

Risk Management

Strategy

Sustainability

Education

Bachelor of Mining Engineering, Laval University, Quebec

Current Occupation

Corporate director

Other Directorships

Coeur Mining, Inc.

OR Royalties Inc.

Accreditations and Memberships

Institute of Corporate Directors (ICD.D)

BOARD AND COMMITTEE MEMBERSHIP

2025 Meeting

attendance(1)

2025 Meetings

attended (%)

Board

n/a

EQUITY OWNERSHIP

OWNERSHIP REQUIREMENT

OWNERSHIP STATUS

Ownership requirement

Ownership
requirement value

Total ownership value

Meets ownership requirement(2)

5 x annual retainer

$500,000

n/a


			Notes: (1)Mr. Godin is a first time director nominee and did not attend any meetings in 2025. (2)If elected at our 2026 Meeting, Mr. Godin will have until June 2031 to meet his ownership requirement.

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GOVERNANCE



			Judith Mosely Judith Mosely was appointed to the Board in September 2020. She has over 20 years of experience in the mining and metals sector, and most recently, held the position of Business Development Director for Rand Merchant Bank in London, with responsibility for developing the bank’s African business with international mining and metals companies. Prior to that, Ms. Mosely headed the mining finance team at Société Générale in London. Ms. Mosely holds a master’s degree in sustainability leadership from the University of Cambridge where her research focused on decarbonization in the gold mining industry. She also holds a Master of Arts degree in modern languages from the University of Oxford and a diploma in business administration from the University of Warwick. She serves on the boards of BlackRock World Mining Trust plc and Galiano Gold Inc.

Independent director since September 2020

Resides London, United Kingdom

Age 61

Areas of Expertise

Decarbonization and Climate Change

Finance

Investment banking

Legal and regulatory

Mergers & acquisitions

Mining industry

Strategy

Sustainability

Education

Master of Studies in Sustainability Leadership, University of Cambridge

M.A., University of Oxford Diploma,

Business Administration, University of Warwick

Current Occupation

Corporate director

Other Directorships

BlackRock World Mining Trust plc

Galiano Gold Inc.

Accreditations and Memberships

ESG Competent Boards

Certificate and Designation (GCB.D)

BOARD AND COMMITTEE MEMBERSHIP

2025 Meeting

attendance(1)

2025 Meetings

attended (%)

Board

13 of 14

Audit Committee

4 of 4

100

Compensation Committee

4 of 4

100

Sustainability Committee

4 of 4

100

EQUITY OWNERSHIP

OWNERSHIP REQUIREMENT

OWNERSHIP STATUS

Ownership requirement

Ownership
requirement value

Total ownership value(2)

Meets ownership requirement

5 x annual retainer

$500,000

$1,842,722

Yes


			Notes: (1)Ms. Mosely attended all the regularly scheduled board meetings in 2025 and provided advance notice to the Chair of the Board of her inability to attend an unscheduled meeting on July 8, 2025. (2)Based on the higher of the value at acquisition date or fair market value at December 31, 2025 ($49.33). For more information on independent director equity ownership, see page 70.

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GOVERNANCE



			Dan Myerson Dan Myerson was appointed to the Board of Directors, as Deputy Chair, in April 2026. Mr. Myerson is a disciplined mining entrepreneur and company builder with a strong track record of creating shareholder value. Most recently, he served as CEO and Executive Chairman of Foran Mining Corporation until its acquisition in 2026, where he led the company’s transformation into one of the sector’s most respected growth stories, expanding its resource base and making new discoveries, securing value accretive financing, and advancing key permits and environmental approvals, including being instrumental in McIlvenna Bay’s referral to Canada’s Major Projects Office as a project of national priority; and building the McIlvenna Bay mine. He also positioned Foran as a leader in economical sustainable mining through its commitment to carbon neutrality, environmental stewardship, and community partnership. Prior to Foran, Myerson served as Head of Glencore’s Canadian Zinc Business as well as its global trading team. Mr. Myerson holds a Master of Business Administration from Queensland University of Technology, and has the designation ICD.D from the Institute of Corporate Directors.

Non-Independent director

Resides London, United Kingdom

Age 39

Areas of Expertise

Accounting

Capital markets

Compensation

Corporate governance

Decarbonization and Climate Change

Finance

Human capital matters

Investment banking

Mergers & acquisitions

Mining industry

Risk Management

Strategy

Sustainability

Education

Master of Finance, Queensland University of Technology

Current Occupation

Corporate director

Other Directorships

Varvara Development Group

Accreditations and Memberships

Institute of Corporate Directors (ICD.D)

BOARD AND COMMITTEE MEMBERSHIP

2025 Meeting

attendance(1)

2025 Meetings

attended (%)

Board

n/a

EQUITY OWNERSHIP

OWNERSHIP REQUIREMENT

OWNERSHIP STATUS

Ownership requirement

Ownership
requirement value

Total ownership value

Meets ownership requirement(2)

5 x annual retainer

$500,000

n/a


			Notes: (1)Mr. Myerson is a first time director nominee. He was appointed as a non-executive director upon acquisition of all of the issued and outstanding common shares of Foran by the Company by way of plan of arrangement on April 14, 2026 (the “Arrangement”). He did not attend any meetings in 2025. (2)Equity ownership is measured as at December 31, 2025 and does not reflect his equity holding after completion of the Plan of Arrangement with Foran. Mr. Myerson will have until April 14, 2031 to meet his ownership requirement.

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GOVERNANCE



			Steven Reid Steven Reid was appointed as Chair of the Board on January 1, 2021. Mr. Reid was first elected to the Board in May 2013. He has over 45 years of experience in the mineral resource industry. Prior to his retirement as an executive, he was the Executive Vice President & Chief Operating Officer for Goldcorp Inc. from 2007 to September 2012. Before joining Goldcorp, Mr. Reid spent 13 years at Placer Dome in numerous corporate, mine management and operating roles. He holds a B.Sc. in mineral engineering from the South Australian Institute of Technology and a TRIUM Global Executive MBA. Mr. Reid is a member of AusIMM, CIM and the Society of Mining Engineers of A.I.M.E. (USA), and has the designation ICD.D from the Institute of Corporate Directors.

Independent director since May 2013

Resides Alberta, Canada

Age 70

Areas of Expertise

Compensation

Decarbonization and Climate Change

Geology

Corporate governance

Human capital matters

Mergers & acquisitions

Mining engineering

Mining industry

Strategy

Sustainability

Education

TRIUM Global Executive MBA

B.Sc., Mineral Engineering, South Australian Institute of Technology

Current Occupation

Corporate director

Other Directorships

None

Accreditations and Memberships

Fellow, AusIMM Member, CIM

Institute of Corporate Directors (ICD.D)

Member, Society of Mining Engineers of A.I.M.E. (USA)

BOARD AND COMMITTEE MEMBERSHIP

2025 Meeting

attendance

2025 Meetings

attended (%)

Board

14 of 14

100

Compensation Committee

7 of 7

100

CGNC

2 of 2

100

Technical Committee

6 of 6

100

EQUITY OWNERSHIP

OWNERSHIP REQUIREMENT

OWNERSHIP STATUS

Ownership requirement

Ownership
requirement value

Total ownership value(1)

Meets ownership requirement

5 x annual retainer

$1,000,000

$8,073,828

Yes


			Notes: (1)Based on the higher of the value at acquisition date or fair market value at December 31, 2025 ($49.33). For more information on independent director equity ownership, see page 70.

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GOVERNANCE

Meeting Attendance

Directors attended 99% of our Board meetings and 100% of our committee meetings in 2025; five of our nine directors that have been nominated for election were elected by shareholders at the 2025 Annual & Special Meeting (“2025 Meeting”).

Meeting In-camera

The Board and each of the committees meet without management present (in-camera). In 2025, the Board held in-camera sessions at each of its fourteen scheduled meetings. The Audit Committee and the Corporate Governance and Nominating Committee (“CGNC”) met four times, the Sustainability Committee met four times, the Compensation Committee met seven times and the Technical Committee met six times.

2025 Board and Committee Meeting Attendance

Director

Board

meeting

Committee meetings

Audit

Compensation

CGNC

Sustainability

Technical

Hussein Barma(3)

9 of 10

2 of 2

4 of 4

2 of 2

Carissa Browning(12)

14 of 14

4 of 4

George Burns

14 of 14

Teresa Conway(1)(12)

14 of 14

4 of 4

3 of 3

4 of 4

Samantha Espley(8)

4 of 5

2 of 2

1 of 1

3 of 3

Catharine Farrow(4)

4 of 4

3 of 3

2 of 2

Judith Mosely(6)(7)(12)

13 of 14

4 of 4

Steven Reid(5)(12)

14 of 14

7 of 7

2 of 2

6 of 6

Stephen Walker(2)(12)

14 of 14

4 of 4

7 of 7

6 of 6

John Webster(9)(10)(11)

11 of 12

1 of 2

3 of 4

3 of 3

Notes:

(1)Ms. Conway was appointed Chair of the Audit Committee effective June 3, 2025 and ceased to be the Chair and member of the Compensation Committee effective June 3, 2025. She attended all Compensation Committee meetings she was eligible to attend prior to her cessation.

(2)Mr. Walker was appointed Chair of the Compensation Committee effective June 3, 2025.

(3)Mr. Barma was elected as an independent director at the 2025 Meeting and was appointed as a member of the Audit Committee, Compensation Committee and Sustainability Committee effective June 3, 2025. He attended all the regularly scheduled board meetings he was eligible to attend and provided advance notice to the Chair of the Board of his inability to attend an unscheduled meeting on December 10, 2025.

(4)Ms. Farrow did not stand for re-election at the Annual Meeting on June 3, 2025, and ceased to be a member of the Sustainability Committee, Compensation Committee and Chair of the Technical Committee effective June 3, 2025. She attended all meetings while she served as a director.

(5)Mr. Reid was appointed as Chair of the Technical Committee and a Member of the CGNC effective June 3, 2025. He attended all meetings he was eligible to attend.

(6)Ms. Mosely was appointed a Member of the Compensation Committee effective June 3, 2025 and she attended all Committee meetings she was eligible to attend.

(7)Ms. Mosely attended all the regularly scheduled board meetings in 2025 and provided advance notice to the Chair of the Board of her inability to attend an unscheduled meeting on July 8, 2025.

(8)Ms. Espley was appointed as a director, member of the Compensation Committee, Sustainability Committee and Technical Committee effective October 1, 2025. She attended all the regularly scheduled board meetings she was eligible to attend and provided advance notice to the Chair of the Board of her inability to attend an unscheduled meeting on December 10, 2025.

(9)Mr. Webster ceased to be the Chair and Member of the Audit Committee effective June 3, 2025. He attended all regularly scheduled Audit Committee meetings except February 18,2025 until his cessation.

(10)Mr. Webster was appointed as a Member of the Technical Committee effective June 3, 2025.

(11)Mr. Webster ceased to be a director, member of the CGNC, Sustainability Committee and Technical Committee effective November 1, 2025. He attended all meetings while he served as a director and provided advance notice to the Chair of the Board of his inability to attend a regularly scheduled meeting on February 20, 2025.

(12)The following directors served as committee Chairs in 2025:

•Ms. Conway – Chair of the Compensation Committee until June 3, 2025

•Mr. Walker – Chair of the Compensation Committee effective June 3, 2025

•Ms. Farrow – Chair of the Technical Committee until June 3, 2025

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GOVERNANCE

•Mr. Reid – Chair of the Technical Committee effective June 3, 2025

•Ms. Browning – Chair of the CGNC

•Ms. Mosely – Chair of the Sustainability Committee

•Mr. Webster – Chair of the Audit Committee until June 3, 2025

•Ms. Conway – Chair of the Audit Committee effective June 3, 2025

Cease Trade Orders, Bankruptcies, Penalties or Sanctions


Area						Director
Cease trade orders – Has any proposed director, within the last 10 years, been a director, CEO or CFO of any company that was subject to a cease trade order (or an order similar to a cease trade order or an order that denied the company access to any exemption under securities law) that was issued while the person acted in that capacity or because of an event that occurred while the person acted in that capacity?						None
Bankruptcy – Has any director, within the last 10 years, •Personally, or •Been a director or executive officer of any company (including ours) that (while, or within a year of, the person acting in that capacity): become bankrupt, made a proposal under legislation relating to bankruptcy or insolvency or been subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets or the assets of the nominated director?						Patrick Godin
Penalties and sanctions – Has any director or proposed director been subject to: (a)Any penalties or sanctions imposed by a court, securities regulatory authority, or entered into a settlement agreement with any securities regulatory authority, or (b)Any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable security holder in deciding whether to vote for a proposed director, since December 31, 2000?						None

Patrick Godin was a director and the President and Chief Executive Officer of Stornoway Diamond Corporation ("Stornoway”), a Canadian diamond exploration and production company based in Longueuil, Québec, until November 1, 2020. On September 9, 2019, Stornoway and its subsidiaries filed and obtained an initial order from the Superior Court of Québec (Commercial Division) (“Québec Superior Court”) for protection under the Companies’ Creditors Arrangement Act (Canada) (“CCAA”) to restructure its business and financial affairs. Under the terms of the initial order, Deloitte Restructuring Inc. was appointed as monitor to oversee the CCAA proceedings and report to the Québec Superior Court. Stornoway received notice of delisting review by the TSX on August 22, 2019, and Stornoway’s securities were delisted from the TSX effective at the close of market on October 18, 2019. The CCAA process was concluded by order of the Superior Court of Québec in November 2019 and Stornoway’s operating subsidiary emerged from such process, continuing its operations on a going concern basis after the successful implementation of Stornoway’s restructuring transactions. In November 2019, Stornoway made a voluntary assignment into bankruptcy pursuant to the Bankruptcy and Insolvency Act (Canada).

Patrick Godin was a director of Nemaska Lithium Inc. (“Nemaska”) from June 1, 2018 until May 3, 2019. On December 23, 2019, Nemaska and its subsidiaries filed and obtained an initial order from the Québec Superior Court for protection under the CCAA and PricewaterhouseCoopers Inc. was appointed by the Québec Superior Court as the monitor in the CCAA proceedings. The common shares of Nemaska were delisted from the TSX on February 6, 2020. Nemaska subsequently obtained from the Québec Superior Court an order on January 29, 2020 approving a sale or investor solicitation process in respect of the sale of Nemaska and its subsidiaries and an approval and vesting order on October 15, 2020 approving a sale proposal structured as a credit bid made by certain creditors (the “CCAA Sale”). On December 1, 2020, the CCAA Sale was completed. Certain entities created pursuant to the CCAA Sale remain subject to the CCAA proceedings.

Loans to Directors and Officers

We do not grant loans to our directors, officers or employees. As a result, we do not have any loans outstanding to them.

Directors’ and Officers’ Liability Insurance

We maintain insurance policies with regards to directors’ and officers’ liability. These policies have an annual limit of

US$130 million, and provide coverage for costs incurred to defend and settle claims against our directors and officers.

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GOVERNANCE

We paid premiums of US$1,526,375 for the period November 1, 2025 to October 31, 2026. The policies are renewed annually. The deductible varies depending on the coverage; no deductible on the coverage that protects directors and officers (Side A), US$1,000,000 deductible for company reimbursement (Side B) and US$1,500,000 deductible for a securities claim (Side C).

Each director and officer has an individual indemnity agreement with us. This agreement indemnifies them from costs, charges and expenses they incur related to any civil, criminal, administrative, investigative or other proceeding they are involved with as a director or officer of Eldorado, provided certain conditions are met.

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GOVERNANCE

Environmental, Social and Governance

We are committed to integrating sustainability into our daily actions to help create long-term value for our shareholders and the communities where we operate. We are dedicated to the highest safety and environmental standards, establishing and maintaining good relationships with host communities and governments, and creating meaningful and lasting benefits for the people whose lives our operations touch. The information below highlights our environmental, social and governance program and policies, and environmental, social and governance initiatives. For more information on our approach, please see our Sustainability Report on our website (https://www.eldoradogold.com/sustainability/reporting).

Sustainability

We are committed to building “sustainability from the ground up,” in service of our corporate vision to build a safe, sustainable and high-quality business in the mining sector, creating value today and for future generations. Sustainability is important to us; it is part of our full operations life cycle, from exploration to closure, and in our relationships with communities, Indigenous peoples, investors, customers and other important stakeholders. We share this responsibility from our mine site employees to our Board and executive team. Our Company values of collaboration, courage, integrity, drive and agility provide a meaningful foundation to this approach and form the basis of our sustainability framework. Our framework is supported by our management system, consisting of a suite of sustainability policies, our Sustainability Integrated Management System (“SIMS”), and site-level guidance and procedures.

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GOVERNANCE

Sustainability Governance

Highlights from 2025 include:

•Advanced safety culture through Courageous Safety Leadership (CSL) and increased frontline engagement supported by positive safety recognition programs.

•Eldorado successfully completed its SIMS Compliance Verifications at the Lamaque Complex in Canada, demonstrating strong performance across social, occupational health and safety, environment, security, and general sustainability standards. Lamaque also achieved externally verified MAC-TSM results, earning top-tier AAA ratings in Indigenous and Community Relationships, Safety and Health, Tailings Management, Biodiversity, Climate Change and Water Stewardship. Eldorado received independent assurance of full conformance with the WGC RGMP for the fifth consecutive year.

•We published our fourth Climate Change & GHG Emissions Report, providing updates on our progress against our climate-related target, the results of our physical climate risk assessments, and Scope 3 GHG emissions inventory for the years 2023 and 2024.

•50% of our Board is comprised of women, including 20% representation from other designated groups beyond women, exceeding our aspirational targets included in our Diversity Policy.

•Our operations also received several international sustainability and safety awards and recognitions in 2025, including:

◦Recognized as one of 30 companies featured in the Globe & Mail’s “Road to Net Zero”.

◦Eldorado Gold Quebec has been awarded the 2025 TSM Gold Leader Award by the Mining Association of Canada (MAC) in recognition of its strong performance and leadership in sustainability practices, marking only the sixth mining facility that this award has been given to and the first since 2020.

◦International recognition for Türkiye’s Children’s City Project, awarded second place in the 2025 TSM Community Engagement Excellence category, supporting safe and inclusive learning for local children.

◦Gold Award (Greece) for Crisis Response at the 2025 Health & Safety Awards, recognizing the Kassandra Mines’ Integrated Emergency Health Incident Management Plan.

Eldorado has a full suite of sustainability policies, covering health and safety, environment, social performance and human rights. These policies embody the commitments in our sustainability framework. The policies address key obligations to external standards and recognized best practices, including Responsible Gold Mining Principles, Towards Sustainable Mining, International Organization for Standardization, United Nations Global Compact and more. We review our sustainability policies annually.

The policies are available in full on our website (www.eldoradogold.com/our-company/governance).

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GOVERNANCE

Sustainability Highlights Timeline

2025

•Launched an improved version of SIMS, elevating minimum standards across health, safety, environment, social performance and security, and further strengthening alignment with international frameworks including MAC‑TSM, WGC RGMPs, ICMC, and the Voluntary Principles on Security and Human Rights.

•Completed SIMS Compliance Verification at the Lamaque Complex, launching our second verification cycle across all operating mines, with continued full conformance to WGC RGMP and externally verified MAC‑TSM results, including first‑time external verification of the new 2023 TSM protocols on Equitable, Diverse and Inclusive Workplaces and Safe, Healthy and Respectful Workplaces.

•Developed Introduction to SIMS eLearning course for deployment to all global employees.

2024

•SIMS Compliance Verifications at Efemçukuru and Kışladağ. These verifications completed our first round of verifications across all operational mines, including independent assurance of continued full conformance with the WGC RGMP requirements and externally verified MAC-TSM results

•Reports its first-ever Scope 3 GHG-emissions inventory of 2022

•ITRB becomes Independent Technical Review Board (with expanded scope for heap leach, waste rock storage, and water-retaining pond facilities) and conducts site visits to Efemçukuru and Kışladağ to review tailings, water management and other facilities, providing opinions and non-binding recommendations that help us continuously strengthen the safety of the design, construction and management of our critical infrastructure

2023

•Second SIMS Compliance Verification at the Kassandra Mines, with independent assurance of full conformance with the WGC RGMP Year 3 requirements and external verification of MAC-TSM performance results

•Adopts a Supplier Code of Conduct

2022

•Named one of the Best 50 Corporate Citizens in Canada by Corporate Knights

•First internal SIMS Compliance Audit with independent assurance at the Lamaque Complex, which includes first TSM external verification

2021

•Publishes its Year 1 Responsible Gold Mining Principles Report

•Adopts a Social Performance Policy

•Formally begins to implement Voluntary Principles on Security and Human Rights (“VPSHR”) across all operating mines

•Launches its Climate Change Strategy and announces its inaugural GHG emissions target published in its first Task Force on Climate-related Financial Disclosures (“TCFD”) aligned Climate Change & GHG Emissions Report

•Establishes an Independent Tailings Review Board (“ITRB”)

2020

•Develops its global sustainability framework and SIMS

2019

•Aligns its annual Sustainability Report with Sustainability Accounting Standards Board: Metals and Mining Standard (“SASB”)

2016

•Adopts a Human Rights Policy

•Becomes signatory to the United Nations Global Compact (“UNGC”)

2013

•Adopts the World Gold Council’s (“WGC”) Conflict-Free Gold Standard (“CFGS”) and publishes its first Conflict-Free Gold Report

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GOVERNANCE

2012

•Publishes first annual Global Reporting Initiative aligned Sustainability Report for 2011

•Begins participating in the Carbon Disclosure Project (“CDP”)

•Becomes signatory to the International Cyanide Management Code

2011

•Adopts an Environmental Policy and a Health and Safety Policy

2004

•Implements Code of Ethics and Business Conduct

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GOVERNANCE

Social

Communities

We strive to create social and economic capital through all our community programs. Investing in the future of our communities is core to our belief that mining can help to enrich lives and build vibrant communities.

Examples of contributions made over the course of 2025 are noted below:

Community Investment Highlights

Kışladağ, Türkiye

Efemçukuru, Türkiye

•Supported education, culture and social development by providing school furniture and improved learning environments, upgrading playgrounds, contributing to cultural festivals and community events.

•Enhanced community infrastructure and public services by strengthening municipal and village-level facilities through investments in public infrastructure, including donations of construction machinery and equipment, installation of drinking water drilling and pumping systems, renovations to village halls, mosques and community buildings.

•Improved health, accessibility and support for vulnerable groups through medical equipment donations, mobility aids, assistance to security forces, and delivery of food, firewood and medical supplies, alongside targeted post-disaster housing repair and reconstruction support.

•Continued implementation of the Productive Women, Strong Futures program, supporting women-led enterprises such as beekeeping and grape-processing cooperatives, and fostering broader entrepreneurial and educational opportunities for local women.

• Supported education access through donations of books, stationery, clothing and school-bus services for students in surrounding villages.

• Contributed to essential community infrastructure and environmental stewardship initiatives, including support for domestic and agricultural water management systems aimed at improving water-use efficiency in collaboration with local irrigation cooperatives, as well as other village-level infrastructure and priority community needs.

Lamaque Complex, Canada

Kassandra Mines, Greece

•Continued multi-year support for local education, culture and youth development, including contributions to schools and childcare centres, sponsorship of Tour de l’Abitibi and FRIMAT, a renewed partnership with the Conservatoire de musique de Val-d’Or Vocational Training Centre.

•Fostered community health and well-being by supporting Indigenous cultural events such as the Lac Simon Pow Wow, contributing to Fondation Santé’s cancer patient care home, and funding non profit and social service organizations across the region.

•Strengthened environmental initiatives by renewing the schoolyard greening partnership with the Centre de services scolaire de l’Or et des Bois and maintaining regular engagement with the Lac Simon and Kitcisakik First Nations, supported by a 10‑year, CAD $125,000 annual contribution to the Lac Simon Sports Complex.

•Supported local education and youth development through targeted school upgrades, new learning spaces, equipment donations, ongoing STEAM/Robotics/Coding programs with EduAct (8th year), and scholarships through the new Aristevo program.

•Promoted a sustainable healthcare network and supported vulnerable groups by providing medical equipment to Polygyros General Hospital (including over €400,000 in ICU equipment), to the Palaiochori Health Center, and physiotherapy equipment for vulnerable community members.

•Invested in essential community infrastructure to enhance public safety and resilience through street‑lighting installations, upgrades to public and recreational facilities, water‑filtration systems, and water‑well drilling for local villages.

•Enhanced social well‑being through cultural and sports initiatives, environmental programs, and support for public services such as the local Fire Brigade and Forest Service.

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GOVERNANCE

Human Capital Management

The Board believes that attracting, developing and retaining diverse talent globally is vital to Eldorado’s long-term success. The Board, through various committees, and notably the CGNC and Compensation Committee, is responsible for oversight of human capital management (“HCM”) as illustrated below.

Executive Succession Planning

Executive succession planning forms an important component of HCM. Our Board is responsible for ensuring we have the appropriate management in place to execute our long-term strategy. Executive succession management conversations take place annually, or more frequently as deemed appropriate. The Company has a formal development and succession plan for senior management positions in place, and it is reviewed on an ongoing basis, and at least annually, by the full Board.

The formal succession plan is reviewed in detail and includes:

•Profiling candidate assessments, considering both external and internal candidates

•Processing and timeline, including candidate readiness: ready now, ready in one year, ready in three to five years, ready in over five years

•Emergency designates for each of the senior executives

•Succession development planning for the CEO and senior executives

•Leadership pipeline and development for the next generation of leadership

•Diversity, equity and inclusion initiatives, and how we anticipate increasing representation from among other designated groups as defined in our Diversity Policy

In 2025, the Board met on several occasions to review and advance the Company’s executive succession plan, with a particular focus on CEO transition and leadership continuity. The Board, supported by the CGNC and external advisors, undertook a structured and disciplined process that included evaluation of internal and external candidates, completion of leadership capability assessments, and alignment of the Company’s long-term strategy and upcoming operational milestones.

In August 2025, the Company announced the appointment of Christian Milau as President, effective September 12, 2025, as part of a planned CEO succession process. George Burns continues as CEO and will retire in Q3 2026, aligned with the ramp-up toward commercial production at the Skouries Project, at which time Mr. Milau will assume the role of CEO. Mr. Burns will remain on the Board following his retirement, and Mr. Milau will join the Board upon assuming the CEO role.

In approving this transition, the Board considered the importance of leadership continuity during a critical phase of project delivery and growth, and determined that this sequenced approach supports effective knowledge transfer, execution discipline, and long-term value creation for shareholders.

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GOVERNANCE

Diversity, Inclusion and Employee Engagement

We believe diverse and inclusive boards and teams are a source of competitive advantage. The decisions we make about people—who we hire, promote, and partner with—are among our most critical. We are committed to equitable, consistent processes that ensure access to opportunity while rigorously identifying the skills, experience, and capabilities required for the work ahead. In mining, where expertise is highly specialized, this approach enables us to build diverse teams that strengthen decision-making and support a sustainable, high-quality business in the gold sector.

In 2025, the CGNC was pleased to endorse a multi-year Equity, Diversity, and Inclusion (“EDI”) Strategy, grounded in employee insights from our 2024 Inclusion Survey, global focus groups, and executive interviews. The strategy sets the foundation for executive advocacy and accountability for EDI, engineering equity into people practices, incorporating localized EDI needs through leader-led efforts, and ongoing measurement of the employee experience around equity and inclusion.

Other Key Human Capital Initiatives in 2025

•Communicated our updated Equity, Diversity, and Inclusion (“EDI”) Strategy internally across all operations

•Expanded our Personal Protective Equipment (“PPE”) design and inventory to be more inclusive of diverse people, needs, and accessibility requirements

•Continued to expand front-line worker access to technology across our operations, enabling greater employee equity in our programs, such as access to training and our employee share purchase plan (“ESPP”), and access to digital learning content

•Conducted focus groups and interviews to inform updates to Eldorado’s leadership model, for further program development and integration into talent processes

As We Move into 2026,

Momentum Will Continue

•Communicate a refreshed leadership model, with inclusive leadership reflected in core competencies, and embed behavioural definitions in talent programs and practices.

•Deploy a new One Eldorado leadership development program with global reach and local deployment, cognizant of sensitivity and valuing cultural diversity in our enterprise.

•Continue global Human Capital Management System (HCMS) implementation (SAP SuccessFactors), enabling data-driven decision-making and aligned with our EDI strategy to embed equity into our people practices for transparency, fairness, and a more consistent employee experience.

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GOVERNANCE

Key Diversity Milestones

2025

Our Diversity Policy ensures that the CGNC, which is responsible for recommending director nominees to the Board, will continue to consider director candidates on merit, based on a balance of skills, background, experience and knowledge. In identifying the highest-quality directors, the CGNC considers identity diversity and cognitive diversity, with a view to ensuring that the Board benefits from a broader range of perspectives and relevant experience.

Unconscious bias can adversely impact members of other designated groups in the selection process. We endeavour to mitigate bias in Board appointments and senior management selection processes by:

• Directing third-party recruiters to include at least 50% of candidates from the designated groups, and use blind recruitment techniques

• Ensuring the shortlist to be interviewed includes a balanced number of candidates representing members of designated groups

As part of our Board renewal process overseen by the CGNC and senior management succession planning overseen by the Compensation Committee, the Board and senior management:

• Survey the Board and senior management team to self-identify among one (or more) of the designated groups

• Review the number of individuals in designated groups on the Board and in senior management positions

• Consider opportunities to enhance diversity from designated groups at the Board and senior management levels aligned with our Diversity Policy

•Launched an updated DEI Strategy organization wide

•Kicked off global HCMS implementation

2024

•Achieved for the first time our aspirational target of a minimum of 30% women in senior management

2023

•Updated our Diversity Policy for 2024 to reflect intention to maintain at least 30% women and at least 10% from other designated groups (beyond women), to foster representation on each of our board and senior management team of at least 40% from one or more designated groups

2022

•56% of our Board represented by women

•11% of our Board represented by other designated groups

•Aspirational target achieved on our Board (5 of 9, or 56%, represent one or more designated groups)

2021

•Updated Diversity Policy to reflect representatives of designated groups including women, Indigenous peoples, people with disabilities, visible minorities and the LGBTQIA2S+ community

2020

•Gender parity at the Board level is achieved

2019

•30% Club Canada target incorporated into Diversity Policy

2018

•First Diversity Policy

•Eldorado joins 30% Club Canada signaling its intention to achieve better gender representation at the Board and senior management levels

•Second female director joins the Board

2014

•First female director appointed to the Board

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GOVERNANCE

Our Diversity Targets

Our Board and senior management’s(1) Diversity Policy can be found in the Governance section on our website (www.eldoradogold.com). The policy includes provision for aspirational targets intended to enhance representation from traditionally marginalized groups, known as “designated groups,” which includes women, Indigenous people (First Nations, Inuit and Métis), visible minorities, persons with disabilities and persons in the LGBTQIA2S+ community. The key targets in the Diversity Policy are:

Women

•A minimum of 30% women directors on our Board

•A minimum of 30% women on our senior management team

Other Designated Groups(2)

•At least an additional 10% of directors on our Board be represented by one or more designated groups (beyond women)

•At least an additional 10% of our senior management team be represented by one or more designated groups (beyond women)

The targets for each of the Board and senior management are designed to foster representation of at least 40% from designated groups on each of our Board and senior management team.


	Representation per self-disclosure as of April 29, 2026
	Board of Directors	Senior management(1)
Total people(3)	10	21
Women
Target	Minimum at least 30% women	Minimum of at least 30% women
Timeframe	Ongoing	Ongoing
Actual	5 (50%)	6 (29%)
Status	Currently met	Not met
Other designated groups(2)
Combined target	At least additional 10% (beyond women)	At least additional 10% (beyond women)
Timeframe	Ongoing	Ongoing
Indigenous people (First Nations, Inuit and Métis)	1 (10%)	1 (5%)
Visible minorities(4)	1 (10%)	2 (10%)
Persons with disabilities(5)	0 (0%)	0 (0%)
LGBTQIA2S+	0 (0%)	3 (14%)
Combined status	Currently met	Currently met

We currently meet our minimum aspirational targets for women and other designated groups on the Board. Within senior management, we meet our targets for other designated groups but are slightly below target for women. We will continue to work towards achieving this objective.

Notes:

(1)Senior management includes the CEO, President, Executive Vice Presidents, Senior Vice Presidents, and Vice Presidents.

(2)Given the size of our Board and senior management group, we have not set individual targets for each of the sub-categories under the “Other designated groups,” but have set an overall percentage of 10% from “Other designated groups” (beyond women) for each member of the Board and senior management.

(3)George Burns, CEO, is included in both aggregations as he is also a member of the Board.

(4)Persons, other than aboriginal peoples (as defined in the Employment Equity Act (Canada), who are non-Caucasian in race or non-white in colour.

(5)Persons who have a long-term or recurring physical, mental, sensory, psychiatric or learning impairment and who (i) consider themselves to be disadvantaged in employment by reason of that impairment, or (ii) believe that an employer or potential employer is likely to consider them to be disadvantaged in employment by reason of that impairment.

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GOVERNANCE

Governance

Governance is an integral part of our overall strategy of building a safe, sustainable, high-quality business, which the Board, together with the CGNC, oversees. We recognize the value of good governance practices, are committed to the highest standards of legal and ethical conduct, and believe in the importance of full, accurate, clear and timely disclosure, and communicating openly with our stakeholders.

We comply with Corporate Governance Guidelines and disclosure standards that apply to Canadian companies listed on the TSX as well as with corporate governance standards that apply to us as a foreign private issuer listed on the New York Stock Exchange (“NYSE”) and registered with the SEC. Our corporate governance guidelines are reviewed on a periodic basis with amendments incorporated as needed. No further amendments were made in 2025.

As a foreign private issuer, we follow home-country practices in lieu of certain provisions of the NYSE and SEC. The ways in which our corporate governance practices as a foreign private issuer differ from those followed by domestic companies are disclosed on our website (www.eldoradogold.com/our-company/governance).

In 2025, we continued our focus on the following key governance areas:

•Executive succession planning

•Publishing of our modern slavery report in accordance with Canada’s Fighting Against Forced Labour and Child Labour in Supply Chains Act and associated training

•Code of Ethics and Business Conduct (the “Code of Ethics”) training

We also completed our annual review of our Code of Ethics and made minor updates in 2025. For further information on these items, please refer to the sections below.

Ethical Business Conduct

Our Code of Ethics is designed to promote integrity and deter wrongdoing by setting out the legal, ethical and regulatory standards we follow in all our activities. The Code of Ethics applies to our directors, officers, employees and contractors, and it reinforces our commitment to ethical business conduct. Complying with the Code of Ethics and maintaining high standards of business conduct are mandatory, and the Board relies on the oversight of our internal controls to monitor compliance with the Code of Ethics.

The Code of Ethics addresses the following key areas:

•Promoting a workplace that is free from discrimination and harassment based on race, colour, religion, sex, age, national origin, disability, sexual orientation or other factors

•Handling conflicts of interest, including transactions and agreements where a director or executive officer has a material interest

•Protecting and properly using our corporate assets

•Keeping our corporate information confidential and providing for securities-trading restrictions in appropriate circumstances

•Treating our security holders, customers, suppliers, employees and competitors fairly and ethically

•Complying with laws, rules and regulations

•Reporting any illegal or unethical behaviour without fear of retaliation

As noted above, the Code of Ethics is reviewed annually and, if appropriate, updated to provide continued compliance with our business principles, These principles form the foundation of how we do business everywhere we operate.

The Code of Ethics is posted in all our offices and operations. It is also available on our website (www.eldoradogold.com), the SEDAR+ website (www.sedarplus.ca) and by contacting our Corporate Secretary.

We also conduct training on our Code of Ethics across the Company and have built out a compliance function with resources at all our sites and in each of our jurisdictions of operation.

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GOVERNANCE

The Board monitors compliance with the Code of Ethics. Quarterly reports are provided to the Audit Committee on activities related to any whistleblower reports while the CGNC receives regular updates on compliance training for employees. Each director and officer is required to review the Code of Ethics and sign off annually to confirm that they understand the Code of Ethics and have complied with it. In addition, employees are required to review and sign (with any required disclosures) a compliance certificate upon commencement of employment. The Board has not granted any waivers of the Code of Ethics and no material change reports have been filed that pertain to any conduct of a director or officer that would constitute a departure from the Code of Ethics. Our non-executive Board members will also consider any transactions or agreements in which a director or officer of Eldorado has a material interest. The non-executive Board members will review and approve all such transactions.

The corporate office, through human resources and legal and compliance teams, provides training programs to ensure that all employees are well-versed in the Company’s policies and leadership skills. These training sessions are conducted via third-party online platforms, with one platform dedicated to policy training and another specifically for leadership development.

In 2025, Eldorado successfully delivered Code of Ethics training to all desktop employees across all our locations. This initiative promoted Eldorado’s goal that every employee is aware of and adheres to the Company’s ethical standards. Additionally, we have continued with our specialized training program focused on modern slavery and preventing human trafficking. This training was targeted at executives, senior leaders, management, site and country managers, as well as members of the procurement, accounts payable, human resources, and legal teams on a global scale. The primary objective of this training was to raise awareness about human trafficking and equip these key personnel with the knowledge and skills necessary to identify and prevent such activities within our operations and supply chain. This comprehensive approach underscores our commitment to ethical practices and the well-being of all individuals involved in its operations.

Whistleblower Policy and Hotline

As part of the Code of Ethics, we adopted a Whistleblower Policy and a related reporting hotline operated by an independent third-party provider, so that any director, officer, employee, supplier, contractor, community members and other stakeholders can confidentially and anonymously report any concerns about our financial statements, accounting practices or internal controls, or any suspected or known illegal behaviour that violates laws, government regulations or our Code of Ethics.

Reports can be made anonymously over our whistleblower hotline to:

EthicsPoint

www.eldorado.ethicspoint.com (Click “File a new report”)

Chair of the Audit Committee

Teresa Conway

c/o 550 Burrard Street, 11th Floor, Vancouver, BC, V6C 2B5

e: teresa.conway@eldoradogold.com

Executive Vice President, General Counsel and Chief Compliance Officer

Frank Herbert

550 Burrard Street, 11th Floor, Vancouver, BC, V6C 2B5

t:+ 1 604 601 6692

e: frank.herbert@eldoradogold.com

All reports are reviewed immediately and taken seriously by the Chair of the Audit Committee and the members of our Legal and Compliance team. They will discuss the report and determine an appropriate action, which can include an internal or external investigation, and the appropriate response, which can include implementing corrective action and preventative measures as necessary.

Reports can be filed in any language. EthicsPoint will translate a report into English and send it to the Chair of the Audit Committee, Executive Vice President, General Counsel and Chief Compliance Officer, and the Company’s Internal Auditor for appropriate follow-up.

Testing of the whistleblower reporting site is conducted periodically as part of Eldorado’s internal control procedures.

We will not condone any retaliation against a person, who in good faith, reports violations to the Company.

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GOVERNANCE

Anti-Bribery and Corruption Policy

Eldorado is committed to maintaining high ethical and legal standards. We use our best efforts to comply with both the legislation and spirit of the growing body of international anti-bribery and corruption laws and to prevent actions that result in breaches of legislation and the appearance of impropriety. The Company has implemented an Anti-Bribery and Corruption Policy (“ABC Policy”) designed to provide guidance, training and tools to Eldorado’s directors, executives, senior officers, management, employees, consultants, contractors and advisors, so that all parties understand their obligations to the Company and in the countries and regions where we operate.

The ABC Policy prohibits offering, promising, giving or authorizing the giving of anything of value to any person, including a government official, in an attempt to influence them through bribery in any form, and it prohibits any Eldorado party from accepting any such bribe in order to provide an improper advantage.

We expect all those parties who represent Eldorado to be vigilant and maintain their knowledge about the corruption risks that the Company faces in our business units and jurisdictions where we operate.

Directors and officers must read the ABC Policy when they join the Board or start working for us. They must acknowledge that they understand the ABC Policy and attest to their compliance annually.

We also conduct training on our ABC Policy across the Company and have built out a compliance function with resources at all our sites and in each of our jurisdictions of operation.

In 2024, we launched our new Gifts and Entertainment Procedures (“G&E Procedures”), which supplement the ABC Policy. The G&E Procedures set out the standards which all Company representatives are expected to follow when offering or accepting any gift, entertainment or hospitality. The G&E Procedures also require pre-approval for certain gifts and entertainment and prescribe a new reporting procedure which is overseen by the General Counsel and Chief Compliance Officer. The G&E Procedures currently apply to all employees based in the Vancouver and Amsterdam corporate offices.

In 2025, we completed our regularly scheduled review of the ABC Policy. Updates to the gifts and entertainment section of the ABC Policy were made to ensure full alignment with the G&E Procedures.

A copy of our ABC Policy is available on our website (www.eldoradogold.com).

Insider Trading Policy

Our Insider Trading Policy prohibits insiders (including officers, directors, contractors and employees of the Company) from purchasing or selling the Company’s securities (or related financial instruments) while having access to undisclosed material information about the Company. Insiders are also prohibited from informing other persons of any undisclosed material information about the Company.

In 2025, we completed our regularly scheduled review of the Insider Trading Policy, with no further changes recommended. A copy of our Insider Trading Policy can be found on our website (www.eldoradogold.com).

Anti-Hedging

The hedging of shares or related financial instruments by directors or officers is prohibited under the terms of our Insider Trading Policy.

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GOVERNANCE

About the Board

Our Board oversees management, which is in turn responsible for the day-to-day conduct of our business.

The Board is responsible for acting in good faith in the Company’s best interests, exercising care, diligence and skill in carrying out its duties and responsibilities, and for meeting its obligations under the CBCA, our articles and our by-laws, and any other relevant legislation and regulations governing our business.

The Board will carry out this responsibility purposefully in accordance with (i) the Company’s vision to build a safe, sustainable, high-quality business in the gold and base metals mining sector, creating value today and for future generations; (ii) the Company’s corporate strategy focus areas including People and Capabilities, Safety and Sustainability, Operational and Project Excellence, and Financial Strength and Returns; and (iii) the Company’s global sustainability framework for responsible mining that includes commitments to safe, inclusive and innovative operations; engaged and prosperous communities; responsibly produced products; and a healthy environment, now and for the future.

Duties and Responsibilities

The Board works with management throughout the strategic planning process to establish long-term goals and is responsible for monitoring our progress in achieving our corporate strategy.

We have a highly engaged Board that takes an active role in:

•Assessing and monitoring internal systems for managing the risks inherent in our business

•Overseeing the establishment of our standards of ethics, risk management, succession planning, compliance with applicable laws and regulatory policies, financial practices, disclosure and reporting

•Overseeing our culture, practices and procedures on health and safety

•Overseeing our sustainability strategy including initiatives, practices and procedures relating to the environment, community relations and HCM, and governance

The Board is responsible for the stewardship of the Company and for overseeing the management of its global business. The Board carries out its duties in accordance with applicable corporate, securities and exchange laws and with the Board’s written Terms of Reference, which are reviewed annually. Key elements of the Board’s mandate include:

•Satisfying itself, to the extent feasible, of the integrity of the CEO and other executive officers and overseeing efforts to foster a culture of integrity, ethics, inclusion and social responsibility throughout the Company, consistent with the Company’s Code of Ethics and ABC Policy

•Overseeing the development of, and at least annually approving, the Company’s strategic plan, including assessing business opportunities, risks, long‑term goals and alignment with the Company’s vision and sustainability framework

•Monitoring short‑ and long‑term corporate performance and reviewing significant proposed amendments to strategy, budgets, policies or corporate structure not in the ordinary course of business

•Overseeing risk management by understanding and evaluating the principal risks of the business as well as the Company’s risk profile and tolerance in light of corporate strategies and objectives and overseeing the Company’s implementation of appropriate systems and risk management strategies for managing these risks effectively

•Appointing, compensating and evaluating the CEO, and overseeing succession planning for the CEO and senior management, including emergency and long‑term succession plans and consideration of the Company’s Diversity Policy

•Overseeing management of human capital matters, including talent attraction and retention, workforce composition and inclusive diversity, leadership development, employee health, safety and well‑being, and related metrics

•Reviewing and monitoring the effectiveness of the Company’s internal controls

•Overseeing the Company’s approach to corporate governance, including compliance with applicable laws, regulations and best‑practice guidelines, and approving governance policies and guidelines

•Establishing expectations and responsibilities of Directors, including preparation, participation, attendance, confidentiality and adherence to the Code of Ethics.

•Overseeing the Company’s disclosure practices and communication policies to ensure fair, timely and transparent disclosure.

•Establishing mechanisms for shareholders to provide direct feedback to the Board and Independent Directors.

•Establishing Board committees, approving their Terms of Reference, and appointing Independent Directors to serve on them.

•Conducting regular evaluations of the Board, committees and directors to ensure effectiveness.

•Overseeing sustainability-related policies, programs and initiatives, including environmental performance, social responsibility, and health and safety matters, and monitoring management’s response to related issues.

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GOVERNANCE

What We Expect of Our Directors

When elected to our Board, we expect our directors to commit their time and expertise, act with integrity, and be good collaborators for the benefit of the Company and its stakeholders.

Directors are responsible for understanding the roles and responsibilities of the Board as a whole and their individual role as director, as mandated in the Terms of Reference and the Code of Ethics.

Directors receive a comprehensive orientation when they join the Board, so that they understand its role and the role of the committees, the contribution we expect of each director, and the nature and operation of our business. They are responsible for maintaining continued familiarity with Eldorado’s activities and building relationships with senior management.

Position Descriptions

The Board has developed Terms of Reference for the Chair of the Board and its committees. These Terms of Reference are reviewed annually to confirm we comply with corporate governance regulations and guidelines set by securities regulators and the stock exchanges on which we are listed.

The Board has also created and approved a position description for the CEO that is reviewed annually by the Compensation Committee, in combination with the CEO performance evaluation.

The Board’s Terms of Reference are attached in Schedule A: Terms of Reference for the Board on page 132 . The Board’s Terms of Reference, the Terms of Reference for the Chair of the Board and all our five standing Board committees are available on our website (www.eldoradogold.com) or by contacting the Corporate Secretary.

In early 2026, we completed our regularly scheduled review of the Terms of Reference for the Chair, the Board and the various committees. The Board approved amendments as recommended by that review which included:

•Clarification of the Board’s role in risk oversight and the role of committees in supporting that responsibility;

•Transferred responsibility of reporting on government relations, investor relations and geo-political risk to full Board;

•Added a new conflict mechanism for the Chair of the CGNC to report new directorships to the Chair of the Board;

•Updating the Compensation Committee’s terms of reference to explicitly reference responsibilities for oversight and approvals related to equity compensation grants and short term incentive plan grants.

Director Independence

The Board, with recommendations from the CGNC, considers a director “independent” if they have no direct or indirect material relationship that the Board believes could reasonably be perceived to materially interfere with the exercise of independent judgment in accordance with National Instrument 58-101 and the independence requirements of the NYSE.

The Board considers the relationship of the Company to each of the directors and has determined that seven of the nine director nominees are independent. Mr. Burns is not independent, as he is considered to have a material relationship with the Company in his position as CEO. The Board has determined that Mr. Myerson is not independent as he served as Chief Executive Officer of Foran prior to its acquisition by Eldorado in April 2026.

See also “Independence Review of Long-standing Directors (over nine years)” on page 49.

Independent Chair and Board Committees

The Board has determined that the Chair of the Board is independent. Our five standing Board committees consist entirely of independent directors.

Director Succession Planning and Board Renewal

The Board maintains a proactive and structured Board renewal and succession process and is committed to bringing diverse thinking and new perspectives where appropriate while maintaining the continuity, institutional knowledge and experience necessary for effective oversight.

To support this process, the CGNC is generally responsible for identifying and recommending candidates for election or appointment to the Board. Identified candidates are assessed based on relevant factors including their qualifications, experience and expertise, as well as how such skills align with the needs of the Company from time to time, A skills matrix that identifies the competencies the Board considers necessary in fulfilling its duties and responsibilities in overseeing the

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GOVERNANCE

Company’s business, operations, strategic direction, management and affairs is used as part of this process. The matrix is updated regularly and reviewed annually. The current skills matrix for our director nominees is detailed on page 47.

As part of its regular Board renewal and succession planning responsibilities, the CGNC:

•Sets aside time at regularly scheduled meetings to discuss the Board’s current mix of skills, experience and competencies to help identify the skill sets and individuals that will enhance the proficiency and effectiveness of the Board

•Reviews the tenure of existing directors to determine what skills, experiences and competencies may need to be replaced in the short and medium term

•Engages an independent third party to assist with identifying possible candidates for election to the Board, in line with established criteria and our Diversity Policy

•Considers input from Eldorado shareholders and other stakeholders, as well as the recommendations of relevant governance policies

•Maintains a short list of director candidates for further consideration

•Interviews potential candidates and provides all directors with the opportunity to participate in the interview process

•Recommends candidates to the Board for election or appointment

The chart below summarizes our regular review process undertaken in nominating director candidates.

Board Renewal and Succession Activities

As part of our ongoing review and planning, the Board and the CGNC recognized several concurrent factors that necessitated near term Board renewal and succession steps, including:

•the CEO succession process that was underway, which resulted in the appointment of Christian Milau as President of Eldorado in September 2025 (further information is detailed on page 36);

•the continued advancement and transformational impact of the Skouries Project, including the Company’s evolving scope following commercial production at Skouries;

•the planned retirement of Steven Reid, who has served as a director since 2013 and Chair since January 1, 2021; and

•the acquisition of Foran and its McIlvenna Bay Project which is scheduled to achieve commercial production in Q3 2026.

The Board and CGNC extensively considered the Board size and composition that would be in the best interest of the Company in light of these events and transitions, including with a view to (among other things) ensuring effective continuity and oversight of Skouries and McIlvenna Bay as they come into commercial production, introducing enhanced skill sets and diverse perspectives to the Board while also allowing new directors an appropriate amount of time to become familiar with the Company, its business and its governance practices. To this end:

•to allow for continuity of operational expertise at the Board level while remaining consistent with the Company’s CEO succession process, Mr. Burns will remain as a director following his retirement;

•to support and maximize the significant assets acquired in the Foran transaction, Dan Myerson, Executive Chair and CEO of Foran, was appointed to the Board and subsequently named Deputy Chair; and

•to enhance the Board’s skill set and provide fresh perspectives and views that reflect the Company’s evolving scope, complexity and strategic direction, Samantha Espley and Dr. Sally Eyre were appointed to the Board and Patrick Godin will be nominated for election at the 2026 Meeting (for further information on Ms. Espley, Dr. Eyre and Mr. Godin, including the experience and skills they bring to the Board, see their director biographies beginning on page 19 and “Director Nominee Skills Matrix” below); and

•Hussein Barma and Stephen Walker will not be standing for election at the 2026 Meeting.

The Board, with the assistance of the CGNC, will consider and implement the appropriate composition of its standing committees and committee chair roles after the 2026 Meeting.

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GOVERNANCE

The CGNC will continue to review the Board’s skills matrix and succession plans on a regular basis. As appropriate, the CGNC will identify and recruit new director candidates, to address any identified gaps and to support the orderly transition of directors over time.

Seven of our nine director nominees (as noted below) were elected or appointed within the last 10 years. Mr. Godin, as a first time nominee, will also have a tenure of less than nine years.


•George Burns, April 2017 •Teresa Conway, June 2018 •Judith Mosely, September 2020 •Carissa Browning, January 2022 •Samantha Espley, October 2025 •Sally Eyre, January 2026 •Daniel Myerson, April 2026						Over 85% of our non-executive director nominees have tenure of nine years or less, with average tenure of approximately four years.

For details of our independence review of long-standing directors, please see page 49.

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GOVERNANCE

Director Nominee Skills Matrix

Carissa Browning

George Burns

Teresa Conway

Samantha Espley

Sally

Eyre

Patrick Godin

Judith Mosely

Dan Myerson

Steven Reid

Relevant industry skills

Mining industry

Sustainability

Decarbonization and Climate Change

Engineering

Geology

General business skills

Accounting

Compensation

Human capital matters

Corporate governance/ Compliance

Finance

Investment banking

Legal and regulatory

Mergers & acquisitions

Diversity profile

Location

Canada

U.K.

U.K

Canada

Age

Gender

Tenure (years)

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GOVERNANCE

Board Evaluation and Assessments of Individual Directors

As part of our Board evaluation process, the CGNC oversees an independent, in-depth assessment of the Board and its committees. Best in Governance Inc. was engaged to facilitate this year’s evaluation, focusing not only on the backward-looking aspect of an evaluation but also on forward-looking items aimed at enhancing Board effectiveness. The process involved interviews with individual Board members, supplemented by comprehensive surveys. This approach provided valuable insights and best practices, alongside recommendations to enhance Board performance.

Upon completion, the data and feedback from the directors was reviewed, analyzed and summarized in a written report. The report was then reviewed with the Chair of the Board and the Chair of the CGNC prior to being shared with the Board as well as each committee Chair. With input from both the Board and the organization, the report provided a holistic analysis designed to stimulate transformative growth.

We believe that engaging in this process aligns the Board with driving organizational value for Eldorado’s long-term goals and ensures practices are in place for more rigorous checks and balances that uphold its high standards of governance.

The annual Board evaluation process will continue to be administered externally over a two-year cycle. In 2026, we anticipate conducting individual director assessments.

Additionally, internal evaluations were held for each committee to ensure that committee meetings and practices are effective and that each committee fulfilled its responsibilities under their respective Terms of Reference.


			This Board-evaluation process will continue to be administered externally and as outlined above.

Feedback Incorporated over the Past Five Years

•Board working group reviewed and implemented enhancements to the Board processes and communication with senior management

•Conducted year-round planning for director succession and Board refreshment, including a review and analysis of the skills, attributes and expertise preferred for future Board nominees. This led to the addition of four new directors with diverse skills and backgrounds

•Rotated committee Chairs, with Ms. Conway chairing the Audit Committee, Mr. Walker chairing the Compensation Committee, Ms. Mosely chairing the Sustainability Committee, Mr. Reid chairing the Technical Committee and Ms. Browning chairing the CGNC

•Strengthened Board oversight on:

•Strategic planning

•Enterprise Risk Management (“ERM”) at the

operational and corporate levels

•Cybersecurity and Artificial Intelligence

•Crisis management

•Sustainability

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Overboarding: Serving on Other Boards

Some of our directors serve on the boards of other public companies in Canada or another country or jurisdiction. See the director profiles starting on page 19 for information on each director.

A director must notify the Chair of the Board and the Chair of the CGNC prior to joining another board. The CGNC will make an assessment to determine when a conflict of interest is considered to exist, and the director will be notified of the assessment results.

Directors are considered overboarded if they sit on a number of boards that could result in excessive time commitments and an inability to fulfill their duties. The CGNC and the Board will consider the nature of and time involved in a director’s service on other non-public company boards or other organizations when evaluating the suitability of director nominees and making recommendations to Company shareholders for election.

Our Corporate Governance Guidelines mandate that without written approval from the Chair of the Board:

(i)No director may serve on more than four public company boards (including the Company’s Board) and no member of the Audit Committee may serve on more than three public company audit committees (including the Company’s Audit Committee)

(ii)No director who serves in the position of CEO, or an equivalent position at a public company, may serve on more than two public company boards (including the board of the company where they serve as CEO)

Further, any Audit Committee member’s service on over three public company audit committees will be subject to the Board’s determination and written approval that the member is able to effectively serve on the Company’s Audit Committee. This determination will be disclosed in the Company’s Management Proxy Circular.

None of our directors are considered overboarded.

Term Limits

The Board does not believe that the overall length of service an individual serves as a director should be mandated. Directors who have served on the Board for an extended period can provide valuable insight into the operations and future of the Company, given their experience with and knowledge of the Company’s history, policies and objectives. The Board believes that, as an alternative to term limits, assurance that the Board continues to evolve and adopt new perspectives can be gained through a robust evaluation and board-renewal process described in our Corporate Governance Guidelines and our Diversity Policy.

Independence Review of Long-standing Directors (over nine years)

Long-standing service on the Board can add significant value, including a thorough and evolved understanding of the Company’s assets and direction. However, in order to ensure that long standing service does not impact a director’s independence, where an independent director is nominated to serve more than nine years, the Board conducts a formal review under the Company’s Corporate Governance Guidelines to evaluate that director’s continued independence as defined under the applicable TSX and NYSE criteria, taking into account all relevant facts and circumstances, and discloses the result of such review in its annual proxy circular.

Mr. Steven Reid has served on the Board for 13 years and will be nominated for election at the 2026 Meeting. The Board, upon the recommendation of the CGNC, determined that Mr. Reid continues to meet the independence requirements under the applicable TSX and NYSE criteria. None of the other independent director nominees standing for election at the 2026 Meeting has served on the Board for more than nine years.

Retirement Age

Our Board has established a retirement threshold for directors, which is at the end of the annual meeting following their 73rd birthday. The Board, however, has discretion on extending a director’s retirement age, if it considers that such an extension is in the best interests of the Company.

None of our directors have reached the retirement age.

Orientation and Continuing Education

Our orientation process familiarizes new directors with our business, including the role of senior management; our exploration, development and operation activities; the role of the Board and Board committees; and our expectations of individual directors. Directors receive monthly reports from management and in-depth reports at quarterly Board meetings, attend

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GOVERNANCE

annual presentations by our international senior management, and visit our sites to experience our operations, development and exploration projects first-hand.

The Board is also responsible for ensuring that directors are provided with continuing education opportunities. While the CGNC, along with management, organizes education sessions on topics of interest or concern to directors, the Board believes that each director should remain abreast of developments in their area of expertise and commit to continuing education. To support this, we provide financial assistance to directors who attend externally organized educational sessions, seminars or conferences as well as membership in the ICD.

During 2025, our Board attended two internally organized education sessions (as highlighted in green in the chart on the following pages) and directors attended numerous external sessions including 17 Board education sessions, 14 cybersecurity-related sessions, eight ESG-related sessions, 11 financial-related sessions, six global outlook sessions, 14 industry-knowledge sessions, two mining industry conferences, and other programs individually sponsored by a variety of organizations across a broad range of topics as illustrated in the chart on the following pages.

Category

Date (2025)

Subject

Attendees

Presented by

Board Education

January 14

ICD Roundtable: Crown Corporations, Dismissals and Director Self-Censorship

C. Browning

Institute of Corporate Directors

January 15

Mining Committee Roundtable

T. Conway

KPMG

February 12

Navigating D&O Insurance: The Questions Every Director Should Ask

C. Browning

Institute of Corporate Directors

March 5

Navigating Global Tariffs: Insights for Canadian Boards

S. Walker

ICD Sponsored Member 1.0 hour Webinar - by PwC Canada

March 13

Board Update

H. Barma

Deloitte Academy

April 15

ICD Board Oversight Strategy

G. Burns

Institute of Corporate Directors

July 2

Shareholder Activism

H. Barma

Jefferies

July 8

How to Manage Crises

H. Barma

PwC NED Forum

September 11

Board Update

H. Barma

Deloitte Academy

September 18

Board Functions and Duties

J. Mosely

Institute of Corporate Directors

September 18

Navigating Budget Alignment, Board Dynamics and Incentive Outcomes

T. Conway

Institute of Corporate Directors

September 24

NED Open Forum

H. Barma

PwC NED Forum

October 13

Current Themes Influencing Investor Priorities

H. Barma

PwC NED Forum

November 27

Overseeing Rightsholders and Stakeholder Issues

J. Mosely

Institute of Corporate Directors

November 28

Shareholder Engagement: Issues and Trends

J. Mosely

Institute of Corporate Directors

November 29

Crisis Management

J. Mosely

Institute of Corporate Directors

December 9

Navigating the Boardroom: Lessons from Seasoned Directors

C. Browning

Institute of Corporate Directors

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Category

Date (2025)

Subject

Attendees

Presented by

AI and Cybersecurity

January 20

How Boards Can Govern IT in a Language All Directors Can Understand

S. Walker

ICD Sponsored Member 1.5 hour Panel Webinar - PwC Canada, Ont. Power Generation

February 12

The Future of AI: Opportunities and Challenges for Boards

T. Conway

Institute of Corporate Directors

February 20

Navigating the Future: AI Transformation and its Impact on Board Governance

C. Browning

Institute of Corporate Directors

April 3

Governance of Technology and the Role of the AC

T. Conway

Deloitte Global Boardroom

April 3

AI in Mining: Transforming Data into Decisions

S. Walker

CIM Sponsored 1.5 hour Webinar, Tom Meuzelaar LCG & Nat Kozicki Cameco

June 5

Digital Trends

H. Barma

Deloitte Academy

June 16

Whats Happening in Nick's World of Artificial Intelligence

S. Walker

ICD Sponsored Webinar by PwC Canada

July 30

Cybersecurity Oversight

All Directors

Eldorado led: Facilitator - Betterleg (Henry Maphosa)

October 8

GenAI in Practice and Quantum Computing

H. Barma

PwC NED Forum

October 17

Global Cyber Awareness Campaign for Board of Directors

H. Barma

Eldorado (online)

October 29

AI Governance

All Directors

Eldorado led: PwC

November 27

Social media and oversight

J. Mosely

Institute of Corporate Directors

November 27

Board oversight of Artificial Intelligence

J. Mosely

Institute of Corporate Directors

December 4

AI Board Education Session

T. Conway

Deloitte

Sustainability

February 5

Scope 3 Emissions in the Mining Sector

S. Reid

Canadian Institute of Mining & Metallurgy
(Webinar)

April 17

Tailing Geotechnics: The Foundation of TSF Safety

S. Walker

SME Webinar - Stantec Lead Seminar

September 9

Ethics: From Theory to Practice

H. Barma

ICAEW (Institute of Chartered Accountants in England and Wales)

September 20

Indigenous Governance, Truth and Reconciliation

J. Mosely

Institute of Corporate Directors

November 9

Code of Ethics

All directors

Eldorado (SAP learning)

November 18

Modern Slavery and Human Trafficking

All directors

Eldorado (SAP learning)

December 4

Fatality Prevention

S. Espley

CIM Health and Safety Society

December 11

Introduction to SIMS

All directors

Eldorado (SAP learning)

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Category

Date (2025)

Subject

Attendees

Presented by

Financial

February 5

Audit Committee Update

H. Barma

Deloitte Academy

February 6

Understanding the 2024 Global Internal Audit Standards and the Boards Role

T. Conway

Institute of Corporate Directors

April 3

Financial Update

T. Conway

KPMG

May 8

HR and Compensation Committee Course (HRC 016)

S. Walker

ICD Sponsored Education 1-Day Program; Meridian Compensation Partners

June 6

Financial and Regulatory Update

T. Conway

PwC

June 19

Audit Committee Technical Update

H. Barma

PwC NED Forum

September 10

Audit Committee Update

H. Barma

Deloitte Academy

September 25

Audit Committee Forum

T. Conway

Canadian Public Accountability Forum

November 4-6

Risk, Value, and the Next Generation of Mines

S. Espley

CIM Capital Projects Symposium (conference co-chair)

November 20

Audit Committee Technical Update

H. Barma

PwC NED Forum

November 24

Executive Remuneration

H. Barma

PwC NED Forum

Global Outlook

January 16

Geopolitical Update

H. Barma

PwC NED Forum

June 4

Canada on the Global Stage: Economic Opportunity, Strategy and Risk

T. Conway

Institute of Corporate Directors

July 1

Economic Update

H. Barma

Deloitte Academy

September 22

Global Geopolitical and Macro-economic Update

H. Barma

PwC NED Forum

October 2

Geopolitics and the US Election: What Boards Need to Know.

T. Conway

Deloitte Global Boardroom

November 22

Mining Minds: Economic Outlook

T. Conway

PwC

Industry Knowledge

March 3 & 4

Prospectors & Developers Convention, Toronto Ontario

S. Walker

Global Mining, Exploration & Investment Industry Convention and Networking Forum

March 3

Caliente: Latin American Mining is Heating Up

C. Browning

Fasken Martineau Dumoulin LLP

March 4

Blue Critical Materials Forum

C. Browning

Fasken Martineau Dumoulin LLP

April 17

Effective Governance & Management Systems for Tailings

S. Walker

SME 1 hour Technical Webinar by Chad Lepoudre, Lepoudre Geo Environmental Gp

April 23

Navigating US Policy Shifts – Implications for Canadian Boards

S. Reid

Industry Discussion / Dinner - Hugessen

June 11

NI 43-101 Multiple Economic Scenarios in One Technical Report

S. Walker

CIM Sponsored 1 hour Professional Webinar by Alexander Pizale, Cassels LLP

June 14

London Indaba

H. Barma

Mining Conference in London

June 19

The Role of Leadership in Building Safety Culture

S. Walker

SME 1 hour Technical Webinar by Terry Weston CWE Group

August 12

Gold Outlook

H. Barma

CRU Group

September 1

Chair of the Future

T. Conway

Deloitte Global Boardroom

September 18

Global Commodity Outlook

H. Barma

CRU Group

September 24

Why Mining Projects Fail

S. Walker

CIM Sponsored 1 hour Professional Webinar by Justin Norman , FTI Consulting

October 14

LME Week Seminar

H. Barma

CRU Group

November 27

Big Decisions: Leadership in Volatile Times

S. Walker

CIM Sponsored 1.5 hour Professional Webinar by Mark Cutifani, Board Director

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Category

Date (2025)

Subject

Attendees

Presented by

Other

April 10

Board Culture

T. Conway

PwC Director Connect

April 17

Joint Western Chapters: Governing in Turbulent Times: Building Agility and Resilience in Your Organization

C. Browning

Institute of Corporate Directors

May 13

Aboriginal Law - Case Law Updates

C. Browning

Cassels Brock & Blackwell LLP

May 21 to 23

Inventures Conference

C. Browning

Alberta Innovates

June 3 to 4

ICD National Conference

•Today’s Board: Resilient by Design

•Canada on the Global Stage: Economic Opportunity, Strategy and Risk

•Making Indigenous Partnerships Essential

•Responsibly Harnessing the Power of AI

•Enhancing Investor-Company Dialogue through Global Sustainability Standards

•Unlocking Canada’s Productivity Potential

C. Browning

Institute of Corporate Directors

June 4

Innovation: A board imperative

T. Conway

Institute of Corporate Directors

June 4

Resilience in Action: Leading Through complexity

T. Conway

Institute of Corporate Directors

June 4

Navigating Through an Era of Disruption

T. Conway

Institute of Corporate Directors

June 4

Navigating Polarization in Board Room Dynamics and Decision Making

T. Conway

Institute of Corporate Directors

June 4

Critical Board Conversations

T. Conway

Institute of Corporate Directors

June 4

Unlocking Canada's Productivity Challenge

T. Conway

Institute of Corporate Directors

September 18

Navigating Headwinds: a Leadership Launch with Astronaut Jameel Janjua

C. Browning

Institute of Corporate Directors

September 25

10 Years of Truth and Reconciliation: Building on the Past, Envisioning the Future

C. Browning

Borden Ladner Gervais

October 7

Webinar: Hot Topics in Aboriginal and Regulatory Law, 2025

C. Browning

Cassels Brock & Blackwell LLP

November 20

Future of Law Summit

C. Browning

Goodlawyer

Site Visits

In October 2025, all nine of the non-executive directors at the time visited our two sites in Türkiye – the Efemçukuru Mine and the Kışladağ Mine, alongside Christian Milau, President, and Simon Hille, EVP & COO.

The Board received a comprehensive on-site presentation from local management during its visit to Efemçukuru, which highlighted the operation’s strong safety culture, operational performance, and commitment to continuous improvement. Management also provided detailed updates on sustainability initiatives, including community engagement, education programs, tailings stewardship, and progressive closure planning. The visit included underground and surface tours, offering the Board direct insight into technical practices, operational challenges, and the capability and engagement of the local team.

The Board also received a detailed presentation from local management during its two-day visit to Kışladağ, highlighting the operation’s strong safety culture, operational excellence, and commitment to sustainability. Management provided updates on key initiatives, including fatigue management, water stewardship, progressive closure planning, and technical advancements such as leach pad optimization and geotechnical management. The visit included site tours and a gold pour at the North ADR plant, giving the Board direct insight into the scale of operations and the capability, collaboration, and engagement of the local team.

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Independent Advice

The Board’s Terms of Reference allow a committee of the Board or an individual director to engage outside advisors if they believe it is necessary to carry out their responsibilities. The Company is responsible for the costs of the advisor services, as approved by the Chair of the Board or the committee Chair.

Conflicts of Interest

We are not aware of any existing or potential conflicts of interest between us or any of our directors or officers that have not been disclosed to the Board, except that certain of our directors serve as directors of other public companies. It is therefore possible that a conflict could arise between their duties as directors of Eldorado and their duties to other companies. Our directors and officers are aware of the laws governing the accountability of directors and officers for corporate opportunity. They understand they are required to disclose any conflicts of interest to the Chair of the Board and to the CGNC that may arise, and that they are expected to govern themselves to the best of their ability according to our policies and applicable laws.

In compliance with the CGNC’s Terms of Reference, the CGNC has established a process by which to determine when a conflict of interest is considered to exist between a director and the Company and the procedures by which to report or disclose such conflict; it also makes provisions for the review by the CGNC of any conflict of interest issues identified or reported. Following its review, the CGNC will make a recommendation to the Board for a decision on any action to be taken.

The Board takes appropriate measures to exercise independent judgment when considering any transactions and agreements. If a director has a material interest, the director is obligated to recuse himself or herself from the appropriate portions of the Board and committee meetings, so that the remaining directors can discuss the issue openly and candidly.

Related-party Transactions

The Audit Committee, in conjunction with the Board, has oversight of related-party transactions. As part of its mandate, the Audit Committee will review any related-party transactions before they are sent to the Board for approval.

We take the following steps as part of this review process:

•Annually, each director and executive officer of the Company completes a Director and Officer Questionnaire that requires disclosure of any transaction, arrangement or relationship with us during the last fiscal year in which the director or executive officer, or any member of their immediate family, had a direct or indirect material interest

•We expect each director and executive officer to promptly report to the Audit Committee any direct or indirect interest that they or an immediate family member had, has, or may have in a transaction in which we participate.

There were no related-party transactions reported in 2025.

Director Equity Ownership

The Board believes share ownership is important because it aligns the interests of our directors and executive officers with the Company’s interests and those of our shareholders.

The Board is mandated to own five times their annual cash retainer within five years of being elected or appointed to the Board. Equity ownership includes Eldorado shares and DSUs. For more information on director equity compensation and DSUs, please refer to pages 68–70.

Under the terms of the independent director and executive officer equity ownership mandate, all of the independent directors have met or are on track to meet their equity ownership requirements. We measure the value of the director equity holdings at the higher of the value at issue date or fair market value at December 31 of the previous year (December 31, 2025).

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GOVERNANCE

Strategic Planning

The Board, in consultation with management, oversees the development, progress and fulfillment of Eldorado’s strategic goals.

At least one meeting per year is set aside with our directors as a strategic planning session. At these meetings, the Board reviews the strategic plan in detail, developed by management, taking into consideration both the opportunities and risks of the business. The strategic objectives are reviewed by the Board on a regular basis, with adjustments to the plan discussed and implemented as needed. Time is allocated at each quarterly Board meeting for strategy discussion.

The Board reviews and approves the budget for the ensuing year and the five-year plan. Senior management’s progress in meeting our strategic and operational goals is reviewed by the Board throughout the year, via a balanced scorecard, and considered when determining compensation.

As part of their review, the Board believes its role is to balance performance and compliance by ensuring that management’s actions are:

•Consistent with strategic goals

•Reflective of the corporate culture of our business

•In alignment with our Company’s risk tolerance

Our strategic planning process is outlined below.

In 2022, the Board and management updated our corporate strategy and defined the key results needed to deliver value today and for the future. Our updated strategy is an articulation and clarification of the strategic focus areas and results we are seeking to create long-term value. The four key pillars of our strategy and our performance outcomes are summarized below.

In 2024, the Board reviewed the Company’s strategic plan and confirmed that no changes were required to its core elements. In 2025, with the current five‑year plan approaching its conclusion, senior management initiated a full refresh of the strategy.

This iterative work, which is establishing the Company’s strategic direction for the next five‑year period through 2030, has already provided support for near term decisions such as the acquisition of Foran.

Senior management and the Board are continuing to engage in the process to review and update the strategy as the current 5 year plan comes to an end. Extensive meetings have been held with senior management to develop a the strategic framework, which has been presented to and discussed with the Board. This 5 year strategy continues to be refined and is not yet finalized.

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GOVERNANCE

Strategic Planning Process

Review and approve annual budget and five-year plan

Review performance against strategic and operating goals on a quarterly basis

Ongoing review of strategic plan and revisions on an
as-needed basis

Risk Management

Eldorado’s approach to risk management is an integral component of our governance framework and business processes. Led by our Board and senior management team, our Enterprise Risk Management (“ERM”) program is designed to identify, assess, and manage current and emerging risks that could impact the achievement of our strategic objectives. This organization-wide process ensures that management’s efforts are focused on the most significant risks facing the Company.

The Board maintains ultimate responsibility for understanding the principal risks associated with our business and for overseeing the systems in place to manage those risks effectively. To ensure appropriate expertise and diligence, the Board delegates specific elements of risk oversight to its committees, each of which addresses risks within its respective mandate. Risk review is a standing agenda item for all committees, enabling ongoing assessment and discussion of risk status in their areas of responsibility. The Audit Committee is primarily responsible for the review (with management) of the policies and processes in place for identifying, monitoring, limiting and managing the Company’s key, emerging and potential material risks and is reflected in its governing charter.

During 2025, the Audit Committee and the Board approved the inaugural Enterprise Risk Management policy. The intent of the policy was to more directly articulate the Company’s approach to the identification, assessment and management of risk at Eldorado Gold. This policy sets out the requirements and responsibilities for risk management, emphasizing that the management of risk and reporting on risk is everyone’s responsibility. This approach is internally referred to as Enterprise Risk Management (“ERM”). Its objective is to facilitate greater consistency of informed management decision making, alignment with Board expectations, and the subsequent alignment of management and operational resources.

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GOVERNANCE

On a quarterly basis, management conducts a comprehensive enterprise-wide risk assessment. This process begins with bottom-up identification and evaluation of risks by our operations, regional business units, and corporate departments. Risks are assessed in terms of likelihood and potential impact, and mitigation strategies are developed and monitored. The results of this assessment are reported to the Board quarterly.

In addition, an annual Strategic Risk Assessment provides a refreshed, top-down perspective on the Company’s most critical enterprise risks. In 2025, this process included:

•A survey of executive leadership and the Board to update strategic risk profiles, including rescoring impact and likelihood, reaffirming risk appetite, and identifying emerging risks.

•Follow-up interviews with survey respondents to validate results and refine risk profiles.

•Documentation of mitigation actions for each strategic risk.

•A mapping exercise to align strategic risks with corporate and operational risk registers across the organization.

Senior management and the Board continuously review and enhance our risk management methodology to ensure its effectiveness and alignment with best practices. In 2025, management and the Board updated the methodology by:

1.Adjusting the thresholds when scoring the impact of risk on the organization due to the changing operating position of the company and external market forces; and,

2.Introducing the application of velocity to the scoring of enterprise risks.

For a detailed discussion of the risk factors affecting our business, please refer to the “Risk Factors” section of our most recent AIF and Annual MD&A, which can be found on our website at www.eldoradogold.com, or on our Sedar+ profile at www.sedarplus.ca.

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GOVERNANCE

Cybersecurity and Artificial Intelligence

Cybersecurity governance is an essential component to managing the Company’s risk, and directs and supports the Company’s cybersecurity objectives, which are to: (i) protect the confidentiality, integrity, and availability of technology resources and information from threats, whether internal or external, deliberate or accidental; and (ii) avoid system disruptions, disclosure of information, or fraud that have business implications such as financial loss, impaired growth, compliance consequences, and reputational damage. The Audit Committee is responsible for overseeing cybersecurity risk, information security and technology risk, and receives quarterly reports from management on the Company’s cybersecurity program. These reports include updates on the threat landscape, risk assessments and controls, incident preparedness and response activities, training and awareness initiatives, and third‑party risk management activities.

The Company maintains a cybersecurity program that is informed by recognized industry frameworks, including the National Institute of Standards and Technology Cybersecurity Framework (NIST CSF) and the Center for Internet Security Critical Security Controls (CIS Controls v8.1). While the Company does not currently maintain external cybersecurity certifications, the Company undertakes regular cybersecurity assessments and annual penetration testing, conducted by qualified third‑party security professionals with widely recognized industry credentials, to evaluate and validate the Company’s security posture and assess effectiveness of cybersecurity controls. Management’s cybersecurity program is supported by the IT-OT Governance Committee and Cybersecurity Standards & Working Group that help prioritize security initiatives and coordinate periodic independent reviews of controls based on risk.

The Company has implemented an enterprise‑wide cybersecurity education and awareness program designed to promote a strong security culture and reduce human‑factor risk. This program includes semi‑annual mandatory cybersecurity training for employees and certain contractors, supplemented by role‑based and risk‑based training for specific employee groups. In addition, cybersecurity awareness activities continue throughout the year and include regular security communications, bi‑weekly security tips, and ongoing engagement initiatives. The Company also conducts monthly simulated phishing exercises using an industry‑leading platform, enabling management to monitor trends and benchmark performance against sector averages.

Some of the additional steps the Company has taken to mitigate potential cybersecurity incidents include:

•annualized security assessment and remediation programs;

•development and implementation of a cybersecurity strategic plan;

•assessment and enhancement of remote access controls, including multi‑factor authentication, and ongoing improvements to email security;

•implementation of a company‑wide vulnerability management program;

•implementation of an incident response plan and performance of tabletop exercises across multiple regions;

•utilization of cybersecurity tools and services to support threat detection, monitoring and response;

•collaboration with external cybersecurity experts in areas such as threat intelligence, vulnerability management and incident response;

•conducting audits by internal and external auditors, where appropriate;

•performing third‑party security risk assessments; and

•maintaining cybersecurity insurance coverage.

The Company actively manages third‑party cybersecurity risks through an enterprise‑wide third‑party risk management program. Third‑party risks can vary significantly in nature and scope depending on the type of relationship and services provided. Accordingly, the Company employs a combination of tools, processes and security architecture to identify, assess and manage cybersecurity risks associated with contractors, software providers, vendors and other business partners, including risk‑based assessments and follow‑up remediation activities, where appropriate.

In 2024, the Company formally implemented a cybersecurity incident response plan and a related crisis response plan, providing a documented framework for responding to cybersecurity incidents and coordinating activities across multiple jurisdictions. The incident response plan is aligned with the Company’s broader crisis management framework and prescribes roles and responsibilities informed by applicable regulatory requirements, including those related to privacy and data protection.

As of the date of this Circular, the Company has not experienced a material or significant cybersecurity breach. Cybersecurity events are assessed for impact and materiality, and disclosure determinations are made in accordance with applicable securities laws and the Company’s disclosure controls and procedures.

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The Audit Committee also reviews and oversees the Company’s use of artificial intelligence (“AI”) in its operations and the Company’s approach to managing AI‑related risks, and receives quarterly updates on these matters. In 2025, management conducted a global survey of AI usage across the Company and used the results to develop a set of AI governance principles of Privacy, Safety and Security, Validity and Reliability and Accountability. As an initial step toward implementing an AI governance framework, the Board approved a global Acceptable Use of Technology Policy (“AUP”) in early 2025 to regulate the use of Company technology by employees and contractors. The AUP also applies when AI is used in relation to Company data and end user information technology and operational technology devices, systems, networks, and processing facilities. A complementary AI policy to guide the responsible application of AI technologies within the Company was reviewed by the Board and implemented company‑wide in 2026.

Shareholder Engagement and How to Communicate with the Board and Management

The Board recognizes the importance of engaging in constructive and meaningful communications with the Company’s shareholders and it values their input and insights, which includes encouraging and facilitating shareholders to express their views on governance and other matters directly to the Board.

We have a formal Shareholder Engagement Policy, the full text of which is available on our website (www.eldoradogold.com) or by contacting the Corporate Secretary.

We follow a Corporate Disclosure Policy that outlines our commitment to full, accurate, clear and timely disclosure. The Board believes it is the responsibility of senior management to speak on behalf of the Company to shareholders, media, and other stakeholders and external parties. Such exchanges do not include the discussion of material undisclosed information.

In 2025, we completed a regularly scheduled review of the Corporate Disclosure Policy and made amendments to reflect current and enhanced internal practices and to align the policy with various industry standards and best practices.

During 2025, senior management, including the CEO, President, EVP & CFO, and Vice President of Investor Relations, Communications and External Affairs, conducted a comprehensive shareholder engagement program. This program included regular meetings with institutional and retail investors, participation in leading industry conferences, and targeted non-deal roadshows across key financial centres.

These engagements were focused on clearly communicating the Company’s strategy and growth profile, while also soliciting investor feedback. Insights from these discussions were regularly reported to the Board of Directors and considered in the Company’s strategic planning, risk oversight, and disclosure approach.

At the same time, the Board believes it is important for the Chair of the Board and other independent directors, as appropriate, to engage directly with the Company’s shareholders on a regular basis, and at least annually. The Chair of the Board will direct communication between the Board and shareholders. During meetings between the Chair of the Board and shareholders, senior management may be present at the request of the Chair of the Board.

You can communicate directly with the Board by writing to the Chair of the Board at our corporate office:


Chair of the Board c/o Corporate Secretary Eldorado Gold Corporation 550 Burrard Street, 11th Floor Vancouver, BC, V6C 2B5, Canada Please also write “Private and Confidential” on the envelope. You can also communicate with the Board via our website (www.eldoradogold.com/contact-us).

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GOVERNANCE

The ways that we communicate with our shareholders and the topics we discuss are illustrated below.

Over the past several years, Compensation Committee representatives have periodically engaged with shareholders to receive their input and comments on the Company’s compensation approach and outcome. We will continue to seek and incorporate shareholder feedback as appropriate to refine and enhance our compensation programs on an ongoing basis, consistent with our corporate objectives and strategy.

Throughout 2025, investors were provided with the opportunity to meet and communicate with our executive officers and other members of our management team.

Shareholders can contact the Board via email to the Corporate Secretary (karen.aram@eldoradogold.com) to request meetings with members of the Board.

Shareholder Proposals

We did not receive any shareholder proposals for the 2026 Meeting.

If you want to submit a shareholder proposal to be presented at our 2027 Annual Meeting, it must be sent to our Corporate Secretary during the 60-day period from January 24, 2027 to March 25, 2027, for it to be included in our 2027 Management Proxy Circular.

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Board Committees

The Board carries out its mandate directly or through its committees. In 2025, we had five standing committees, which are fully composed of independent directors. From time to time, the Board may appoint special committees to the Board if warranted by Eldorado’s current business activities. In addition to the five standing committees, the Board formed a standing special committee consisting solely of independent directors to consider potential corporate transactions with third parties, together with other available alternatives, which can be activated as the Board deems appropriate. In 2026, an updated mandate for this standing special committee was approved by the Board to, among other things, examine and review the merits of the proposed transaction between Eldorado and Foran, and confirmed the members to be Teresa Conway (Chair), Sally Eyre, Stephen Walker, Judith Mosely and Carissa Browning.

The CEO does not participate in making appointments to the committees of the Board. The Board will further consider the appropriate recomposition of the standing committees following our 2026 Meeting. The following disclosure includes a description of the current composition of the standing committees.

The Terms of Reference for each of the five standing committees as well as our Corporate Governance Guidelines can be found on our website (www.eldoradogold.com) or by contacting our Corporate Secretary.

Audit Committee: 100% Independent

•Teresa Conway, Chair

•Hussein Barma

•Judith Mosely

•Stephen Walker

The Audit Committee assists the Board in overseeing the integrity of Eldorado’s financial reporting, internal controls, audit processes, and financial risk management. Its responsibilities include:

•Reviewing the integrity and effectiveness of the Company’s internal financial controls and the adequacy of financial reporting systems, including assessments of significant accounting estimates, impairments, accruals, and internal control deficiencies.

•Overseeing the Company’s external auditor, including monitoring their qualifications, independence, performance, audit scope, and remuneration, and recommending their appointment or replacement to shareholders. The Committee meets with the auditor independently of management and reviews all audit-related communications.

•Overseeing internal audit, ensuring the independence and effectiveness of the function, approving the Internal Audit Charter and annual audit plan, reviewing audit findings, and meeting regularly with internal audit without management present.

•Reviewing the Company’s financial disclosure, including audited annual and unaudited quarterly financial statements and associated MD&A, earnings releases, prospectus‑level disclosure, and any expert reports. The Committee evaluates significant accounting policies, off‑balance‑sheet arrangements, hedging, tax matters, and forward‑looking financial information.

•Monitoring compliance with legal and regulatory requirements, including any material correspondence with regulators, legal proceedings, allegations of non‑compliance, and CEO/CFO certification requirements.

•Monitoring systems and recommending policies designed to manage the Company’s principal risks, as well as overseeing specific risks and reviewing management’s risk management strategies in areas within its remit and as more specifically detailed in the Committee’s Terms of Reference.

•Administering Eldorado’s whistle‑blower program, including establishing procedures for anonymous reporting, reviewing reports of concerns or misconduct, and overseeing related investigations and corrective actions.

•Reviewing global IT policies and other policies relevant to internal controls and financial reporting, and supervising investigations into any matters within the Committee’s mandate.

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Financial Experts

All four members of the Audit Committee are financially literate in accordance with National Instrument 52-110. This means they are able to read and understand our financial statements and to understand the breadth and level of complexity of the issues that can reasonably be expected to be raised by our financial statements. Ms. Conway, Mr. Barma (who is not standing for re-election) and Ms. Mosely are “audit committee financial experts,” as defined by SEC. See Ms. Conway’s and Ms. Mosely’s director profiles on pages 21 and 25, respectively, for information on their qualifications as financial experts.

Audit Partner Rotation

In accordance with best practices and the Audit Committee Policy, a new lead audit partner must be appointed at least every five years. Our audit partner was most recently changed in Q1 2025.

Pre-approval of Audit Services

The Audit Committee adopted a policy that non-audit services can only be provided by the external auditor if such services have been pre-approved by the Audit Committee. Generally, these services are provided by other advisory firms under separate agreements approved by management.

Additional information on the Audit Committee can be found in the “Governance – Audit Committee” section in our most recent AIF.

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Sustainability Committee: 100% Independent

•Judith Mosely, Chair

•Hussein Barma

•Carissa Browning

•Samantha Espley

The Sustainability Committee assists the Board in overseeing Eldorado’s overall approach to sustainability, including environmental stewardship, social performance, health and safety, community relations, human rights, climate change, security, and tailings facility management. Its mandate is to promote ethical, transparent and responsible practices, and to support meaningful engagement with stakeholders and communities.

Key responsibilities include:

•Overseeing the Company’s sustainability policies and practices, including periodic review and updates to ensure alignment with national and international standards across environmental, social, health and safety, climate, human rights, and security matters.

•Monitoring management’s oversight of sustainability-related risks and opportunities, including evaluation of material corporate development initiatives, financings and transactions, to ensure principal risks—such as tailings (in coordination with the Technical Committee), climate change, community relations, and biodiversity—are identified and appropriately resourced.

•Designating accountable executive officers for material sustainability risks (including climate and tailings), ensuring these risks are managed in accordance with leading global standards and reported to the Committee.

•Overseeing specific risks and reviewing management’s risk management strategies in areas within its remit and as more specifically detailed in the Committee’s Terms of Reference.

•Overseeing management systems and compliance processes for sustainability matters, including monitoring performance metrics, ensuring timely reporting of incidents or non-compliance, and overseeing procedures that support accountability, continuous improvement, and incident prevention.

•Reviewing and monitoring enforcement of sustainability policies, including oversight of community relations, permitting, emergency preparedness, and compliance with international and jurisdictional regulations—such as the World Gold Council’s Responsible Gold Mining Principles.

•Overseeing and monitoring the Company’s policies and programs with respect to community and rightholder engagement.

•Reviewing internal and external ESG‑related audits and assessments, evaluating management’s responses to findings, and ensuring sustainability risks are effectively managed and controlled.

•Investigating significant health, safety, environmental or social incidents, reviewing root‑cause analyses, and recommending action plans as needed.

•Reviewing annual sustainability targets and performance, including benchmarking Eldorado’s systems, processes and results against industry best practices and reporting progress to the Board.

•Monitoring trends, emerging issues and quarterly sustainability reports from management, and confirming appropriate action is taken with diligence and accountability.

•Conducting site visits, where appropriate, to review the implementation and effectiveness of sustainability policies and practices at operations and projects.

•Reviewing and, if required by applicable statute, recommending to the Board for approval sustainability-related public disclosure, including ESG reports and any regulatory reporting requirements, prior to release.

The Committee also works closely with the CGNC on governance aspects of ESG strategy and disclosure, ensuring a coordinated enterprise-wide approach to sustainability oversight.

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Corporate Governance and Nominating Committee: 100% Independent

•Carissa Browning, Chair

•Teresa Conway

•Steven Reid

The CGNC assists the Board in overseeing Eldorado’s corporate governance framework, board composition, director nominations, ethics and compliance programs, and elements of human capital management. Its responsibilities include:

•Overseeing and monitoring the Company’s corporate governance policies, practices and guidelines, including ethics and compliance programs and certain aspects of human capital management policies and programs. The Committee also reviews corporate governance trends, best practices and applicable regulatory requirements and recommends updates to the Board as needed.

•Reviewing the composition and size of the Board and its committees and identifying, evaluating, and recommending qualified candidates for nomination, election or appointment as directors. This includes maintaining a Board skills matrix, reviewing diversity objectives, assessing independence, and overseeing the Chair of the Board and committee chair succession planning.

•Overseeing specific risks and reviewing management’s risk management strategies in areas within its remit and as more specifically detailed in the Committee’s Terms of Reference.

•Supporting the Sustainability Committee on disclosure, issues and opportunities pertaining to corporate governance as part of the Company’s overall approach to its ESG (environmental, social and governance) strategy, policies, practices and guidelines.

•Overseeing Board and Board Committee evaluation processes, and conducting annual reviews of director, committee, Board, and management performance to identify areas for improvement.

•Overseeing ethics and compliance programs, including the Code of Ethics, the ABC Policy, conflicts of interest procedures, and related reporting and training programs.

•Overseeing certain human capital management matters, including policies relating to culture, diversity and inclusion initiatives, and senior management diversity metrics (in coordination with the Compensation Committee for executive succession).

•Overseeing director education, including orientation for new directors and ongoing education programs to ensure directors remain informed and effective in their roles.

•Reviewing and assessing the Terms of Reference of the Board and its committees, including its own, and recommending updates as appropriate.

•Reviewing shareholder proposals and requisitions, recommending responses to the Board.

For more information on the role, responsibilities and initiatives of the CGNC, refer to pages 43–54.

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Compensation Committee: 100% Independent

•Stephen Walker, Chair

•Hussein Barma

•Samantha Espley

•Judith Mosely

•Steven Reid

The Compensation Committee assists the Board in overseeing Eldorado’s compensation philosophy, policies, and programs, with a focus on executive compensation, and the development, retention and continuity of the Company’s senior management team. The Compensation Committee also assists the Board in fulfilling its responsibilities with respect to the review and design of director compensation. Its responsibilities include:

•Reviewing and recommending the Company’s overall compensation philosophy, policies, and practices, including annual review of management’s proposals and alignment with business strategy, risks, and human capital objectives.

•Overseeing executive compensation, including setting annual performance goals and objectives for executives; assessing CEO performance; reviewing CEO and senior executive compensation arrangements; and ensuring compensation programs are competitive, performance‑based, aligned with shareholder value, and appropriately reflect risk considerations.

•Reviewing and approving compensation recommendations for other executives, based on the CEO’s assessments and market benchmarking, including oversight of peer group composition for executive compensation purposes.

•Overseeing succession planning for senior executives and ensuring compensation practices support Eldorado’s talent strategy and human capital management objectives.

•Reviewing and recommending incentive, equity, and benefit plan designs, including the Short‑Term Incentive Plan (STIP), Performance Share Unit (PSU) Plan, and other compensation arrangements; monitoring performance against incentive objectives; and recommending annual award levels to the Board.

•Administering equity compensation plans, including aggregate and executive equity grant approvals and performance‑based criteria.

•Reviewing independent director compensation, including deferred share unit (DSU) grants, competitiveness of director compensation, and alignment with market practice and shareholder interests.

•Overseeing compensation‑related risk, including reviewing management’s risk management strategies in areas within its remit and as more specifically detailed in the Committee’s Terms of Reference.

•Overseeing the application of the Executive Compensation Recovery (Clawback) Policy in the event of a material restatement, material revision, or misconduct.

•Reviewing and approving executive and director compensation disclosure, including the Compensation Discussion & Analysis for the Company’s management information circulars, and monitoring share ownership requirements.

•Engaging with shareholders on compensation matters, including reviewing results of the annual say‑on‑pay vote and determining where further engagement is appropriate.

Other Information

None of the committee members has been an employee or executive officer of the Company, has or has had a material relationship with the Company, taken a loan from the Company, or had an interest in any material transactions involving Eldorado.

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Each of the members of the Compensation Committee has experience with compensation matters, which is not limited to public companies. The Board members below are or have been members of compensation committees for other publicly listed and private companies as noted.


Member	Company	Position
Hussein Barma	Atalaya Mining Copper SA Chaarat Gold Holdings Ltd.	Former Remuneration Committee Chair Former Remuneration Committee Member
Samantha Espley	Northern Graphite Corp. Vale Canada Ltd.	Chair of the Compensation Committee Former Director of Mining Innovation and Technology; Former Management Compensation Committee
Steven Reid	Gold Fields Limited SSR Mining Inc.	Former Remuneration Committee, Chair Former Compensation Committee Chair
Stephen Walker	RBC Capital Markets Canadian Research	Former Compensation Committee Member

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Technical Committee: 100% Independent

•Steven Reid, Chair

•Samantha Espley

•Stephen Walker

The Technical Committee assists the Board in overseeing Eldorado’s operational and technical performance and related risks across all stages of the mining lifecycle—including operating mines, development projects, reclamation, and advanced evaluation opportunities. Its responsibilities include:

•Reviewing management reports on technical performance, operational risks, and technology/innovation initiatives, including emerging technologies, research and development strategies, and the use of artificial intelligence.

•Reviewing, evaluating and making recommendations to the Board with respect to technology and innovation matters as they apply to operational and technical performance.

•Overseeing specific risks and reviewing management’s risk management strategies in areas within its remit and as more specifically detailed in the Committee’s Terms of Reference.

•Reviewing annual budgets for our mineral properties related to exploration, development, and operations, as well as updates to life‑of‑mine plans.

•Monitoring the execution and performance of exploration, development, construction, mining, and processing activities relative to plan and budget.

•Reviewing technical reports prepared in accordance with NI 43‑101 and the Company’s approach to estimating and disclosing Mineral Resources and Mineral Reserves, including oversight of qualified persons.

•Evaluating the technical merits and risks of proposed capital projects, corporate development initiatives, and other transactions.

•Overseeing tailings management risks in coordination with the Sustainability Committee.

•Conducting site visits, when appropriate, to remain familiar with project conditions and performance.

•Reviewing technology and innovation matters and advising the Board on related strategies.

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Director Compensation

Director Compensation Philosophy

Our director compensation program is designed to:

•Attract, retain and motivate high-calibre individuals to act in the best interests of the Company and its shareholders by providing competitive compensation

•Reflect the complexities, risks and skill sets of value associated with independent directors of the Board

•Be fair and equitable, reflecting the time and effort required by each director

•Align the interests of our Board and shareholders by committing directors to equity ownership requirements

Directors who are executives of Eldorado do not receive additional compensation for acting as a director.

Evaluation of the Program

The Compensation Committee reviews director compensation annually, considers feedback from shareholders, and makes recommendations to the Board based on Eldorado’s Director Compensation Policy, industry trends and peer group practices. In acknowledgment of a constantly changing regulatory environment, increased industry complexity, and expectation of engagement with shareholders, consideration is given to confirming that directors are compensated fairly for the time, effort and knowledge required to contribute effectively, manage emerging risks, and successfully oversee Eldorado’s strategic direction.

Independent compensation consultants are engaged to assist the Compensation Committee in assessing the competitiveness of the Director Compensation Policy and to provide the Compensation Committee with independent advice on policy design and emerging trends in director compensation. See page 86 for details on the compensation consultants, including fees paid.

Compensation Components

Director compensation includes:

•Annual retainer and additional retainers for the Chair of each Board committee

•Equity-based compensation

•Reimbursement of travel and other expenses incurred in travelling to attend Board and committee meetings, stakeholder meetings, site visits, and other education and conferences, where applicable

The table on the following page details the flat-fee structure for Eldorado’s non-executive directors. Annually, the Board’s independent compensation consultant, Meridian Compensation Partners (“Meridian”), benchmarks director compensation to ensure overall compensation is consistent with peer group practices and aligned to market. Based on this review, in 2025, the Board approved changes to the Director Compensation Policy to increase the annual cash retainer for directors to $105,000 and for the Chair of the Board to $205,000, with such changes to be in effect on January 1, 2026. The Board also increased the annual DSUs for directors to $135,000 and for the Chair of the Board to $165,000, effective for the 2026 grant of DSUs. These changes aligned director compensation to within a competitive range of market median. No other changes to director compensation were made in 2025.

•Chair of the Board compensation: No changes to the Chair of the Board compensation paid in 2025 as outlined in the table below

•Other non-executive director compensation: No changes to director compensation paid in 2025 and as outlined in the table below

•Share ownership guidelines: Non-executive director equity ownership requirements is five times the annual cash retainer in the Company’s common shares or DSUs within five years of the implementation of the updated policy or within five years of joining the Board of Directors, if the director is appointed after January 1, 2022

Given the cyclical nature of the mining business and peer practice and, in order to attract a diverse Board, the Board values equity holdings at the higher of the value at issue date or fair market value at December 31 of the current year.

The Board will continue to monitor the market competitiveness of director compensation and will adjust where needed to ensure it remains market-competitive.

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Fees and Retainers


Director compensation	2026	2025	2024
Annual cash retainers
Member of the Board	105,000	100,000	100,000
Chair of the Board	205,000	200,000	200,000
Equity retainer
Member of the Board	135,000	130,000	110,000
Chair of the Board	165,000	160,000	130,000
Annual committee Chair retainers
Audit Committee Chair	35,000	35,000	35,000
Compensation Committee Chair	25,000	25,000	20,000
CGNC Chair	25,000	25,000	20,000
Sustainability Committee Chair	25,000	25,000	20,000
Technical Committee Chair	25,000	25,000	20,000

We pay the cash portion of annual retainers to directors on a quarterly basis.

Equity-based Compensation

Equity-based compensation is awarded to Eldorado’s directors on an annual basis in the form of DSUs. DSUs represent notional Eldorado common shares based on the value of our common shares.

Pursuant to the Director Compensation Policy, in 2025, each director received DSUs, with an aggregate value of $130,000 for members of the Board and $160,000 for the Chair of the Board. In addition, directors may elect to receive DSUs in lieu of their cash compensation. Effective in January 1, 2026, the Board increased the annual DSUs for directors to $135,000 and for the Chair of the Board to $165,000, following Meridian’s review and to align compensation to within a competitive range of market median.

There are a number of benefits of issuing DSUs as a component of Board of Director compensation, including:

•DSUs are required to be held until the director leaves the Board, ensuring that directors are aligned with the long-term value of the business

•Vesting and the impact of DSUs on cash flow is deferred until the director leaves the Board

•The value of DSUs directly tracks share price performance, which aligns them with shareholders

•DSUs are not dilutive because they are settled in cash

•DSUs do not provide voting rights

Travel and Other Fees

Directors do not receive a per-day travel allowance but are reimbursed for out-of-pocket expenses, travel, hotel and incidentals related to fulfilling their duties.

From time to time, directors serve on ad hoc or special committees to deal with areas not specifically covered by the standing committees and receive additional compensation for their work on those committees. No additional compensation for ad hoc or special committees were paid in 2025.

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Equity Ownership Requirements


Eldorado believes the interests of its directors and shareholders are better aligned when directors hold significant investments in Eldorado. In support of this belief, the Board has determined that non-executive director ownership requirements to be five times their annual cash retainer. We include common shares and DSUs in the equity ownership calculation. DSUs are included as they may not be redeemed until the director is no longer a member of Eldorado’s Board, thus aligning the directors’ experience with that of the Company’s shareholders. We measure the value of director equity holdings at the higher of the value at issue date or fair market value at December 31 of the current year.						The independent director ownership requirement is five times the annual cash retainer.

Adherence to the equity ownership requirements is reviewed annually at the end of the year by the Corporate Secretary and reported to the CGNC. The most recent review indicates that all directors have met their share ownership requirements.

For information about the directors’ share ownership, see “Director Equity Ownership” on page 54.

Director Equity Ownership

The Chair of the Board and non-executive directors are required to hold five times their annual retainer by the later of five years of their appointment or January 1, 2027. The following table sets out the number and value of all securities held by the independent directors as at December 31, 2025. Mr. Burns is not an independent director and therefore not included in the following table. See page 84 for details of Mr. Burns’ executive equity ownership.


Director	Annual retainer	Common shares		DSUs		Total equity holdings units(4)	Total market value(2)	Cost at issue date	Equity ownership		Achieved
		Units(1)	Value(2)	Units(3)	Value(2)				Equity ownership value(5)	Multiple of annual retainer(6)
Hussein Barma(7)	100,000	1,000	49,330	—	—	1,000	49,330	34,690	49,330	0.5	On Track
Carissa Browning	100,000	2,000	98,660	30,710	1,514,924	32,710	1,613,584	510,967	1,613,584	16.1	Yes
Teresa Conway	100,000	10,500	517,965	64,624	3,187,902	75,124	3,705,867	876,980	3,705,867	37.1	Yes
Samantha Espley(8)	100,000	—	—	—	—	—	—	—	—	—	On Track
Judith Mosely	100,000	540	26,638	36,815	1,816,084	37,355	1,842,722	569,676	1,842,722	18.4	Yes
Steven Reid	200,000	22,000	1,085,260	141,668	6,988,482	163,668	8,073,742	2,188,330	8,073,828	40.4	Yes
Stephen Walker	100,000	10,000	493,300	28,345	1,398,259	38,345	1,891,559	586,017	1,891,559	18.9	Yes

Notes:

(1)Outstanding common shares as of December 31, 2025.

(2)Based on the fair market value at December 31, 2025 ($49.33).

(3)Vested and unvested DSUs as of December 31, 2025.

(4)Total units of common shares and DSUs.

(5)Based on the higher of the value at acquisition date or fair market value at December 31, 2025 ($49.33).

(6)Based on annual retainer at December 31, 2025.

(7)Mr. Barma was elected as an independent director at the Annual Meeting on June 3, 2025.

(8)Ms. Espley was appointed as an independent director effective October 1, 2025.

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2025 Director Compensation

The table below shows the breakdown of total compensation earned by each director in 2025.

As CEO, Mr. Burns does not receive compensation as a director. See the “Summary Compensation Table” section on page 107 for information on Mr. Burns’ 2025 compensation.


Director	Fees earned ($)(1)	DSUs taken in lieu of fees ($)(1)	Share-based awards ($)(2)	Total ($)
Hussein Barma(4)	57,692	—	—	57,692
Carissa Browning(3)	125,000	—	129,992	254,992
Teresa Conway(3)	130,769	—	129,992	260,761
Samantha Espley(5)	25,000	—	—	25,000
Judith Mosely(3)	125,000	—	129,992	254,992
Steven Reid(3)	107,212	107,157	159,997	374,366
Stephen Walker(3)	114,423	—	129,992	244,415
Catharine Farrow(3)(6)	52,885	—	129,992	182,877
John Webster(3)(7)	98,504	—	129,992	228,496
Total	$836,485	$107,157	$939,949	$1,883,591

Notes:

(1)Directors may elect to receive all or a portion of their earned annual retainers as DSUs, in lieu of cash.

(2)Share-based awards is the amount that directors received in DSUs in 2025. The number of DSUs is calculated by dividing the total value of the award by the closing price of Eldorado common shares on the TSX on the date immediately prior to the grant. DSUs are settled in cash and from and after February 20, 2014, earn dividend equivalents (as applicable).

(3)The following directors served as committee Chairs in 2025:

•Ms. Browning – Chair of the CGNC

•Ms. Conway – Chair of the Audit Committee from June 3, 2025 and Chair of the Compensation Committee until June 3, 2025

•Ms. Farrow – Chair of the Technical Committee until June 3, 2025

•Ms. Mosely – Chair of the Sustainability Committee

•Mr. Reid – Chair of the Technical Committee from June 3, 2025

•Mr. Walker – Chair of the Compensation Committee from June 3, 2025

•Mr. Webster – Chair of the Audit Committee until June 3, 2025

(4)Mr. Barma was elected as an independent director at the Annual Meeting on June 3, 2025.

(5)Ms. Espley was appointed as an independent director effective October 1, 2025.

(6)Ms. Farrow did not stand for re-election at the Annual Meeting on June 3, 2025, and ceased to be a director effective June 3, 2025.

(7)As part of our ongoing Board renewal, Mr. Webster retired effective November 1, 2025 and ceased to be a director as of this date.

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Outstanding Option-based Awards and Share-based Awards

The following table shows the unexercised options and unredeemed DSUs the independent directors held as of December 31, 2025.


Director	Option-based awards(1)					Share-based awards
	Grant date	Number of unexercised stock options	Option exercise price	Option expiry date	Value of unexercised in-the-money stock options	Number of unredeemed DSUs(2)	Value of unredeemed DSUs(2)(3)	Value of redeemed DSUs
Hussein Barma(4)	—	—	—	—	—	—	—	—
Carissa Browning	—	—	—	—	—	30,710	1,514,924	—
Teresa Conway	—	—	—	—	—	64,624	3,187,902	—
Samantha Espley(5)	—	—	—	—	—	—	—	—
Judith Mosely	—	—	—	—	—	36,815	1,816,084	—
Steven Reid	—	—	—	—	—	141,668	6,988,482	—
Stephen Walker	—	—	—	—	—	28,345	1,398,259	—
Catharine Farrow(6)	—	—	—	—	—	—	—	—
John Webster(7)	—	—	—	—	—	—	—	—

Notes:

(1)The Company does not grant options to independent directors.

(2)Directors can elect to receive DSUs in lieu of their cash retainer. The table below presents the percentage of overall shares (dollar value) each director has taken in lieu of a cash retainer during their term as director as of December 31, 2025:


Director	DSUs elected in lieu of cash ($)	DSUs elected in lieu of cash (%)
Hussein Barma	—	—
Carissa Browning	24,992	5
Teresa Conway	28,749	4
Samantha Espley	—	—
Judith Mosely	—	—
Steven Reid	651,914	30
Stephen Walker	106,038	25

(3)The value of the DSUs is based on a market value of $49.33 per share (i.e., the closing price per Eldorado common share on the TSX as of December 31, 2025). Any actual value will depend on the value of our common shares on the date the DSUs are redeemed. The right to request redemption of DSUs does not occur until the director is no longer a member of the Board.

(4)Mr. Barma was elected as an independent director at the Annual Meeting on June 3, 2025 and will not receive equity-based compensation in the form of DSUs until March 2026.

(5)Ms. Espley was appointed as an independent director effective October 1, 2025 and will not receive equity-based compensation in the form of DSUs until March 2026.

(6)Ms. Farrow did not stand for re-election at the 2025 Meeting, and ceased to be an independent director effective June 3, 2025. There are no redeemed and outstanding DSUs as they have been paid out.

(7)As part of our ongoing Board renewal, Mr. Webster retired effective November 1, 2025 and ceased to be a director as of this date. There are no redeemed and outstanding DSUs as they have been paid out.

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Equity-based Awards (Value Vested or Earned during Year)

The table below shows the value of incentive plan awards that were vested, redeemed or earned by each independent director in 2025. Directors receive all equity compensation as DSUs. DSUs vest at the time the director departs the organization; therefore, no value vesting is reflected in this table other than for Ms. Farrow, who did not stand for re-election at the 2025 Meeting and ceased to be an independent director effective June 3, 2025 and Mr. Webster, who retired as a director effective November 1, 2025 and ceased to be a director as of this date.


Director	Option-based awards: value vested during the year(1)	Share-based awards: value vested during the year(2)	Non-equity incentive plan compensation: value earned during the year
Hussein Barma(3)	—	—	—
Carissa Browning	—	—	—
Teresa Conway	—	—	—
Samantha Espley(4)	—	—	—
Judith Mosely	—	—	—
Steven Reid	—	—	—
Stephen Walker	—	—	—
Catharine Farrow(5)	—	1,181,393	—
John Webster(6)	—	4,331,507	—

Notes:

(1)The Company does not grant options to independent directors.

(2)The right to request the redemption of DSUs does not occur until the director is no longer a member of the Board, and accordingly, the DSUs are not vested until the director is no longer a member of the Board. When a director is no longer a member of the Board, all DSUs granted to such director are redeemed. See page 72 for the value of DSUs granted in the 2025 financial year.

(3)Mr. Barma was elected as an independent director at the 2025 Meeting.

(4)Ms. Espley was appointed as an independent director effective October 1, 2025.

(5)Ms. Farrow did not stand for re-election at the 2025 Meeting, and ceased to be an independent director effective June 3, 2025. The value of redeemed DSUs reflect Ms. Farrow’s DSU redemption following her departure, in accordance with the terms of the plan.

(6)As part of our ongoing board renewal, Mr. Webster retired as a director effective November 1, 2025 and ceased to be a director as of this date. The value of redeemed DSUs reflect Mr. Webster’s DSU redemption following his departure, in accordance with the terms of the plan.

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CD&A

Statement of Executive Compensation

This section of the Circular discusses the components of our executive compensation programs as well as the compensation decisions made over the past year for the following named executive officers (“NEOs”) mentioned throughout this Circular.


NEOs(1)
George Burns			Chief Executive Officer
Paul Ferneyhough			Executive Vice President & Chief Financial Officer
Louw Smith			Executive Vice President, Development, Greece
Simon Hille(2)			Executive Vice President & Chief Operating Officer
Frank Herbert			Executive Vice President, General Counsel & Chief Compliance Officer

Notes:

(1)Mr. Milau was appointed as President, effective September 12, 2025, and is not a NEO for 2025.

(2)Mr. Hille was appointed Executive Vice President & Chief Operating Officer, effective March 23, 2026.

Table of Contents


76			Letter to Shareholders
79			Compensation Philosophy and Objectives
79			Pay for Performance
80			Peer Group Selection
81			Managing Compensation Risk
83			Clawback Policy
84			Executive Equity Ownership
85			Determining Compensation
85			Role of the Compensation Committee
85			Role of the CEO
86			Role of Independent Compensation Consultants
87			Compensation Components and 202 5 Compensation Decisions
87			Summary of Compensation Components
88			Compensation Components
88			Base Salary
89			Short-term Incentive Plan
90			202 5 Corporate Objectives Results
93			Long-term Incentive Plan
94			Performance Share Units
96			Restricted Share Units
96			Stock Options
97			202 5 Long-term Incentives
97			Defined Contribution Supplemental Executive Retirement Plan


98			Perquisites and Benefits
99			Current Named Executive Officer Biographies
106			Compensation Tables and Disclosures
106			Shareholder Return
107			Summary Compensation Table
109			Incentive Plan Awards
109			Outstanding Share-based and Option-based Awards
110			Incentive Plan Awards (Value Vested or Earned During the Year)
111			Employment Agreements, Termination and Change of Control
112			Termination Without Cause or for Good Reason Following a Change of Control
114			Other Information
114			Equity Compensation Plan Information
115			Stock Options
117			Performance Share Units
120			Securities Authorized for Issue under Equity Compensation Plans
120			Restricted Share Units
122			Normal Course Issuer Bid
122			Deferred Share Unit Plan
124			Non-IFRS and Other Financial Measures and Ratios

ELDORADO GOLD | 2026 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND MANAGEMENT PROXY CIRCULAR



CD&A

Letter to Shareholders

Dear Fellow Eldorado Shareholders,

The Compensation Committee assists the Board to fulfill its responsibilities for oversight of executive compensation and compensation governance, policies and best practices.

Our executive compensation philosophy is designed to incentivize management to deliver on strategic goals for the Company, align pay and performance with long-term shareholder value creation, uphold strong oversight and risk management practices, and attract and retain top talent.

We are pleased to share our approach to executive compensation and describe our governance practices in this Compensation Discussion and Analysis.

Review of 2025 Performance

In 2025, Eldorado’s management team continued to advance the Company’s strategic goals and achieved strong operational and financial results. The Board approved the calculated corporate performance score of 115% based on the positive results achieved in 2025. The Company’s results included the following:

•Health and Safety: Eldorado had a strong year and achieved major milestones across health, safety and sustainability. Significant strides were made in High Potential Risk control and positive reporting. Additionally, corrective action plans were completed at Efemçukuru and Kışladağ. However, our total recordable injury frequency rate increased year-on-year and reminds us that we must remain vigilant to achieve our vision of everyone going home healthy and safely every day.

•Sustainability: We rolled out an updated version of our Sustainability Integrated Management System (SIMS), which supports our alignment with internationally recognized standards. Notably, the Lamaque Complex also received the 2025 Towards Sustainable Mining Award of Excellence in Leadership - Gold Level from the Mining Association of Canada, achieving a Level AAA or Yes on all indicators. To date, only five other mining facilities have received this recognition, and this is the first awarded since 2020. Our GHG Emissions Target Achievement Pathway implementation progressed, achieving 46% of our target of mitigating approximately 59,000 tCo2e by 2030 on a “business as usual” basis compared with 2020 baseline.

•Operational Performance and Growth: We had a solid operational year, achieving production of 488,268 ounces of gold, above the mid-point of our guidance range.

◦The Lamaque Complex achieved a significant milestone by producing its one millionth ounce of gold since commencing commercial production in 2019. Efemçukuru maintained consistent performance, marking its 11th consecutive year of meeting guidance. Kışladağ continued to benefit from optimization initiatives and celebrated its four millionth ounce of gold produced. At Olympias, we had a strong close in the fourth quarter, reflecting improved performance following processing challenges earlier in the year.

◦We achieved the Challenge rating for Mineral Resource and Mineral Reserves (“MRMR”) due to the replacement of the reserves depletion, the extension of mine life at Efemçukuru, and the delineation of new high-grade, gold-rich mineralization near existing Olympias underground infrastructure. The team expanded the Ormaque reserve and resource base, extending the Lamaque mine life and providing additional operating flexibility, thereby enhancing the value of the ore body. At our Perama Hill project, we advanced community engagement and technical studies, culminating with the submission of our Environmental Impact Assessment in December.

◦All-in sustaining costs were within our tightened guidance range but were pressured during the year, primarily as a result of higher government royalty expense driven by stronger gold prices and higher unit costs, as well as lower gold volumes sold and increased sustaining capital expenditures.

◦With record high gold prices in 2025 and strong operational performance, we generated positive free cash flow from our operations. Free cash flow excluding Skouries investment for 2025 was US$315.6 million(1). This resulted in further strengthening our balance sheet, and at year-end we had US$869.4 million of cash and cash equivalents, and total liquidity of US$976 million. Eldorado’s strong cash position has enabled the continuation of its capital return strategy, through both our share buyback program, under which approximately US$204 million was repurchased in 2025, and the launch of a new dividend program in early 2026.

•Skouries: At Skouries, construction continued to advance, with overall project progress reaching 90% at year-end, reflecting the continued reduction of critical path items and the transition to self-perform open pit mining. The mining fleet is now in place and has established a significant surface ore stockpile, helping to de-risk start-up and support lower operating costs over the longer term. Underground development exceeded the plan and the test stope program progressed ahead of schedule. Operational readiness continues to advance as the project transitions into commissioning and systems integration, with ongoing progress on the filtered tailings facility, electrical and instrumentation work, the powerline connection, and VFD capacitor replacements, alongside workforce ramp-up and operational systems development. Concentrate commercial terms remain agreed to and final offtake contract negotiations are in progress. First

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CD&A

production of the copper-gold concentrate is expected in Q3 2026, with commercial production expected in Q4 2026. At December 31, 2025, cumulative project capital invested towards phase two of construction totaled US$980.0 million out of a total estimated capital cost of US$1.16 billion. Cumulative accelerated operational capital was US$93.1 million out of a total estimated cost of US$178 million.

2025 Executive Changes

On September 12, 2025, Christian Milau joined the Eldorado executive team as President. With this appointment, George Burns transitioned to the role of CEO (previously President & CEO). Christian brings over 25 years of experience in finance, capital markets and mining. He has deep expertise in operational leadership, government and stakeholder relations, and has worked across key mining jurisdictions in North and South America, Africa, and other global regions. This change positions the Company for its next phase of growth. The Board conducted a comprehensive search to identify a President with the right blend of experience, vision and leadership. Christian is a proven leader who brings experience that complements our executive team and positions Eldorado to unlock the full potential of our business. His appointment reflects the Board’s commitment to thoughtful leadership and succession planning and long-term value creation.

2025 Compensation Outcomes

Our annual and long-term performance resulted in the following pay outcomes for our executives.

•The payout under our Short-Term Incentive Plan (“STIP”) was 115% of target, in line with the 2024 score, based on achievement of Eldorado’s 2025 strategic goals, operational performance, safety, sustainability, and people performance. For more information on the STIP scorecard, see section starting on page 90.

•Our performance share units (“PSUs”) paid out at 142% of target, based on Eldorado’s TSR performance relative to global gold mining peers, see page 96.

2025 Compensation Decisions

•Based on market input from Meridian, the Committee’s independent compensation advisor (see page 86), the Compensation Committee:

◦Approved salary increases for Named Executive Officers to maintain competitive alignment with market.

◦Approved an increase to the CFO’s LTIP target to 175% from 150%, to better align total direct compensation with market.

•Based on a report benchmarking director compensation, prepared by Meridian, effective January 1, 2026:

◦The Committee increased the annual board retainers by $5,000 to $105,000 for directors and $205,000 for the Chair of the Board; and

◦The Committee increased the annual grant of DSUs by $5,000 to $135,000 for directors and $165,000 for the Chair of the Board to better align with market compensation levels.

2025 Compensation Design

•In 2023, we made a change to emphasize corporate performance in the STIP in order to support the next phase of our development. To do this, we eliminated the individual performance component of senior executive STIP awards. Since this change, 100% of the STIP achievement continues to be directly linked to corporate performance for the CEO and other senior executives.

•Taking into account feedback from shareholders and with support from Meridian on market practice, in 2024, the Committee approved the addition of a GHG mitigation target within the PSU scorecard. The climate metric represents 10% of the PSU scorecard for PSUs granted in 2024 and 2025. PSU performance is measured over a three-year period commencing on January 1 of the grant year and ending on December 31 of the third year. For PSUs granted in 2025, performance is measured from January 1, 2025 to December 31, 2027. For more information on the PSU scorecard, see the “Performance Share Units” section starting on page 94.

•The Committee recently reviewed its equity incentive plans (PSU, Stock Options), including an increase to the equity reserves under each plan. In addition, to align with market practice, the Committee sought shareholder approval to increase the Stock Option term to seven years from five years. These equity incentive plan changes were approved by shareholders in 2025 and a recent review of equity reserves indicates that they should be adequate for 2026. The equity plans are an important part of senior management compensation and are designed to align senior management with the performance of the Company and shareholder value creation.

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CD&A

Looking Forward to 2026

•For 2026, the Committee approved a 2.5% salary increase for the CEO and salary increases for other executives based on a market review of compensation versus our compensation peers. In addition, the 2026 Scorecard has been updated to award the successful delivery of development assets as well as advancing strategic exploration initiatives and achieving operational goals.

As we look to 2026, the Compensation Committee will continue to ensure that the Company’s compensation framework is aligned with both strategic and shareholder priorities and the creation of long-term value.

Note:

(1)This measure is a non-IFRS measure. See the “Non-IFRS and Other Financial Measures and Ratios” section on page 124 in this Circular for an explanation and discussion of this non-IFRS measure.

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CD&A

Compensation Philosophy and Objectives

Creating long-term value for our shareholders while delivering solid financial and operational performance demands a leadership team with substantial experience, agility and integrity.

Approach to Compensation

Our approach to compensation decision-making is guided by four pillars: attract and retain, motivate, align and promote.

When determining compensation levels for the NEOs and senior management, we consider the following:

•Need to offer competitive compensation programs

•Executive’s performance and breadth of experience

•Executive’s current responsibilities, scope of the role and expected future contributions

•Overall economic environment and market conditions within the industry

•Internal equity

•Legal and contractual obligations

To support our compensation philosophy and approach, Eldorado targets compensation within a competitive range around the 50th percentile of our peer group. Actual compensation may be higher or lower, depending on Company performance and the individual’s level of experience and performance.

Pay for Performance

We operate in a cyclical and capital-intensive industry, and take a long-term view of building value for our shareholders. Our pay-for-performance program is designed to align the interests of our executives with the interests of our shareholders. This means executive compensation is weighted heavily towards variable performance-based incentive compensation that is tied to short-, medium- and long-term performance, as shown below.

•A large portion of our compensation is long term in nature, which discourages short-term risk-taking behaviour and directly aligns rewards with the shareholder experience

•We incentivize results that drive both near-term and long-term value-creation

•Compensation increases or decreases as a result of success or failure in realizing corporate, operational, financial and strategic performance objectives

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As illustrated in the graph to the right, the realizable compensation granted to our CEO for the three-year period ending December 31, 2024, based on publicly-disclosed compensation data available, is aligned with our relative TSR performance over that same period when compared to the most recently available information for our 2025 peer group (as described below).

More specifically, our CEO three-year realizable compensation ranks at the 50th percentile against our peer group, and our three-year TSR ranks at the 54th percentile compared to our peer group.

A significant portion of the compensation is in the form of LTIP grants tied directly to our share price performance to ensure that realizable pay outcomes will continue to be aligned with shareholder experience.

Peer Group Selection

We benchmark executive compensation against a peer group of other mining companies to ensure our compensation programs continue to attract, motivate and retain key executive talent. We develop our peer group based on companies that have similar industry and operating characteristics, are of comparable complexity, and are similar in revenue, market capitalization and asset sizes, generally defined as between one-half and two times our size.

In 2024, the Compensation Committee reviewed the peer group to be used in 2025 based on the following criteria:

•North American–listed and headquartered gold companies (with select metals and mining companies, as appropriate)

•Complexity of operations (e.g., international operations, complex jurisdictions, multiple mine sites)

•Comparable size and similar operating characteristics

•Removing companies as a result of any mergers & acquisitions through the previous year

As a result of the review, Kinross Gold Corporation was added to our peer group.

In 2025, the Compensation Committee reviewed the 2026 peer group based on the same criteria above. As a result of the review, Lundin Mining Corporation was added to our peer group.

2025 Peer Group Percentile Ranking

The following reflects the 2025 peer group, used to determine 2025 compensation decisions:


2025 Peer Group (n = 16)
Alamos Gold Inc.	Dundee Precious Metals Inc.	IAMGOLD Corporation	OceanaGold Corporation
B2Gold Corp.	Equinox Gold Corp.	Kinross Gold Corporation	Pan American Silver Corp.
Centerra Gold Inc.	Hecla Mining Company	Lundin Gold Inc.	SSR Mining Inc.
Coeur Mining, Inc.	Hudbay Minerals Inc.	New Gold Inc.(3)	Torex Gold Resources Inc.

In making compensation decisions, we consider the compensation levels at the peer group companies as well as our need to attract and retain the right leaders to deliver on our strategic business plan.

Notes:

(1)Market capitalization as of December 31, 2025, as reported in S&P Capital IQ.

(2)Assets and revenue for FY2025, as reported in S&P Capital IQ.

(3)New Gold Inc. was acquired by Coeur Mining, Inc. and the transaction closed in March 2026.

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CD&A

Managing Compensation Risk

Our executive compensation programs link directly to the goals of our corporate strategy and are designed to create appropriate incentives to increase long-term shareholder value, while not encouraging excessive or inappropriate risk-taking.

As part of their responsibilities associated with risk oversight, in 2025, the Compensation Committee engaged Meridian to provide a compensation risk assessment. The objectives of the review included:

•Reviewing existing executive compensation programs to identify policies and practices that could encourage inappropriately excessive risk-taking by an employee group or individual

•Summarizing key risk mitigating features within the executive compensation programs

•Identifying any risks arising from the existing executive compensation policies and practices, incentive goals, and variable pay plans that are likely to have a material adverse effect on the organization

Based on a review of the risk assessment and the fact that no significant changes have been made, the Compensation Committee concluded that there are no significant risks arising from Eldorado’s executive compensation programs that are reasonably likely to have a material adverse effect on the Company.

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CD&A

The following table highlights some of Eldorado’s compensation policies and practices.


What We Do

ü			Balanced compensation programs: balance between short- and long-term compensation discourages short-term risk-taking at the expense of long-term results
ü			Focus on the long term: a greater award opportunity derived from long-term incentives compared to short-term incentives, creating greater focus on sustained Company performance over time
ü			Mix of sufficiently challenging performance measures: used in the STIP to provide a balanced performance focus including financial, operational, safety and sustainability metrics.
ü			Use of thresholds and maximums/caps in the STIP and PSU Plan (200% in each case)
ü			Clawback Policy: enables the Board to recoup short- and long-term incentive-based compensation in the event of a material restatement, a material revision, or serious misconduct recovery event that resulted in an overpayment of incentive-based compensation to current and former executive officers of the Company
ü			Link pay to performance: a significant portion of executive compensation is subject to the achievement of set performance criteria and is at risk
ü			Significant share ownership requirements: the NEOs are required to hold a multiple of their base salaries in Eldorado equity, including common shares and restricted share units (“RSUs”)
ü			Double-trigger change of control: severance payments and the accelerated vesting of equity grants occur only on a qualifying termination following a change of control (e.g., double trigger)
ü			Maximum severance payout where severance is capped following a change of control to two times the executive’s base salary and STIP paid in the last 12 months
ü			Independent compensation consultants are engaged by the Compensation Committee to provide independent advice and attend all Compensation Committee meetings


What We Don’t Do

✘			No loans provided to executives
✘			No guaranteed minimum payouts on STIP or guaranteed vesting levels for PSUs
✘			No option repricing
✘			No excessive perquisites for executives
✘			No hedging by insiders

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CD&A

Executive Compensation Recovery Policy (“Clawback Policy”)

Eldorado’s Clawback Policy, last amended in 2024, is market-leading and covers all short- and long-term cash and equity incentive compensation that is granted, earned or vested based wholly or in part upon attainment of a financial reporting measure, operating measure or other performance indicator or measure (collectively referred to in the Clawback Policy as “Incentive-Based Compensation”). Incentive Based Compensation in turn includes short- and long-term cash and equity compensation that is granted, earned or vested based wholly or in part upon attainment of a financial reporting measure (“FRM-Based Incentive Compensation”). The Clawback Policy applies to Incentive-Based Compensation provided to the CEO, Chief Financial Officer and other senior officers as defined by the Clawback Policy.

The expanded Clawback Policy applies to events which are defined as a “Material Restatement”, “Material Error” and “Serious Misconduct Recovery Event.” The definition, amounts subject to recovery and applicable Board discretion for each event are described below.

•Material Restatement: The Clawback Policy applies if the Company is required to prepare an accounting restatement of the Company’s previously issued financial statements due to material non-compliance with any financial reporting requirement under applicable U.S. federal securities laws or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period (defined as a “Material Restatement”). Subject to certain Board discretion (as set out in the Clawback Policy), reasonably promptly after it is determined that a Material Restatement is required, the Company will recover, from each impacted officer, the portion of FRM-Based Compensation received during the three completed fiscal years immediately preceding the date on which the Company is required to prepare the Material Restatement that exceeds the amount of FRM-Based Compensation that otherwise would have been received based on the restated amounts. The amount to be recovered in the event of a Material Restatement must be computed without regard to taxes paid. The discretion available to the Board in the event of a Material Restatement is strictly limited to those items that are listed in the Clawback Policy (and specifically, to only those items which are permitted by applicable stock exchange requirements).

•Material Error: The Clawback Policy also applies if the Board determines, in its sole discretion, that there was an error in any financial reporting measure, operating measure or other performance indicators or measure that affected the value of a grant of Incentive-Based Compensation, or the vesting or payment of Incentive-Based Compensation, the result of which would be considered material to the Company (defined as a “Material Error”). Subject to certain Board discretion (as set out in the Clawback Policy), within 12 months of the Board determining that a Material Error has occurred, the Company will recover, from any and each impacted officer, some or all of the Incentive-Based Compensation granted to the officer or that vested or was paid to the officer, during the three completed fiscal years immediately preceding the date the Material Error is discovered, provided that such amount shall not exceed the amount of Incentive-Based Compensation that would have been granted, would have vested, or would have been paid to such officer had such compensation been calculated on the basis of the revised financial reporting measure, operating measure or other performance indicator or measure. The items which the Board may take into consideration with respect to determining a Material Error include those items listed in the Clawback Policy.

•Serious Misconduct Recovery Event: Finally, the Clawback Policy applies where the Board determines that an officer engaged in serious misconduct, which includes fraud or intentional and/or reckless non-compliance with applicable laws, material violations of the Company’s Code of Ethics or other intentional conduct that causes material damage to the Company or its reputation (defined as a “Serious Misconduct Recovery Event”). The amount of Incentive-Based Compensation that can be recovered, and the items that the Board may take into consideration with respect to determining a Serious Misconduct Recovery Event, are the same as those which apply to a Material Error.

In addition to seeking recovery of Incentive-Based Compensation, the Board may dismiss the officer, authorize legal action for breach of fiduciary duty, or take other action to enforce the officer’s obligations to the Company. Eldorado will continue to monitor the Clawback Policy for compliance with applicable laws and regulations as well as stock exchange requirements.

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CD&A

Executive Equity Ownership

Effective November 29, 2024, the CEO is required to own at least four times their annual base salary in Eldorado equity, an increase from three times, while other executive officers are required to own at least two times their annual base salary in Eldorado equity. The ownership calculation includes common shares and vested or unvested RSUs. Unvested PSUs are not included in this calculation. We measure the value of equity holdings at the higher of the value at acquisition date or fair market value at December 31 of the reporting year. Equity ownership must be achieved within five years of appointment.

While not a requirement, we note our CEO owns more than five times his total direct compensation in common shares of Eldorado and owns total equity more than 27 times salary, aligned with shareholder interests.

The table below summarizes the equity holdings of our NEOs as of December 31, 2025.


NEOs	Base salary ($)	Common shares		RSUs		Total equity holdings units(4)	Total market value(2) ($)	Cost at issue date ($)	Equity ownership		Achieved(7)
		Units(1)	Value(2) ($)	Units(3)	Value(2) ($)				Equity ownership value(5) ($)	Multiple of salary(6)
George Burns	1,103,200	543,112	26,791,715	70,083	3,457,194	613,195	30,248,909	8,030,248	30,248,909	27.4	Yes
Paul Ferneyhough	570,000	37,584	1,854,019	23,949	1,181,404	61,533	3,035,423	965,952	3,035,423	5.3	Yes
Louw Smith(8)	738,793	—	—	25,056	1,236,012	25,056	1,236,012	423,610	1,236,012	1.7	On Track
Simon Hille	531,900	20,722	1,022,216	21,271	1,049,298	41,993	2,071,515	680,269	2,071,515	3.9	Yes
Frank Herbert	492,200	12,702	626,590	21,126	1,042,146	33,828	1,668,735	560,451	1,668,735	3.4	Yes

Notes:

(1)Outstanding common shares as of December 31, 2025.

(2)Based on the fair market value at December 31, 2025 ($49.33).

(3)Vested and unvested RSUs as of December 31, 2025.

(4)Total units of common shares and RSUs.

(5)Based on the higher of the value at acquisition date or fair market value at December 31, 2025 ($49.33).

(6)Based on base salary at December 31, 2025.

(7)Mr. Smith is on track to meet his ownership requirements. Mr. Smith has until January 2029 to meet the ownership requirements.

(8)Mr. Smith is on an expatriate assignment and is compensated on a net-of-tax basis, consistent with Eldorado’s practice for expatriate assignments. However, his base salary is disclosed above on a gross-of-tax basis. See the “Summary Compensation Table” section on page 107 for more information. Base salary earned in U.S. dollars was converted to Canadian dollars based on the annual 2025 exchange rate of 1 U.S. dollars = 1.3978 Canadian dollars.

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CD&A

Determining Compensation

Role of the Compensation Committee

Each year, the Compensation Committee conducts a thorough review of executive and director compensation programs and policies to assess the following:

•Whether overall executive compensation continues to support our goals of attracting, motivating and retaining executives who have exceptional leadership and management skills

•Appropriateness of compensation programs based on peer practices, current market conditions and the views of our shareholders

•The competitiveness of compensation for directors and executives

•The total compensation for our senior executives and whether the components are applied appropriately

Annually, the Compensation Committee reviews all compensation programs related to our NEOs and other officers and considers recommendations from the CEO for cash-based and equity-based compensation for the executive team as well as equity-based compensation for senior employees globally. In addition, the Compensation Committee reviews the performance of the CEO and makes its recommendations to the Board for the compensation of the CEO and other NEOs. We conduct regular gender pay equity reviews using third-party analytics software to identify any unintended and systemic bias in our compensation processes.

The Board is responsible for reviewing and approving compensation levels for the NEOs, including the CEO.

The Compensation Committee members, who are all independent directors, periodically receive input and comments from shareholders. We will continue to seek and incorporate shareholder feedback as appropriate to refine and enhance our compensation programs on an ongoing basis, consistent with our corporate objectives and strategy.

Role of the CEO

Eldorado’s CEO and other executive officers have a role in certain compensation decisions, including making recommendations, which are then reviewed and approved by the Compensation Committee or Board, as required, with respect to the following:

•Annual business goals and objectives for the STIP and LTIP programs

•Base salary adjustments, STIP and LTIP targets, and actual awards for Eldorado’s NEOs and other officers, excluding the CEO

•Company-wide equity-based compensation for managers

•Adjustments to compensation program’s design and structure

The Compensation Committee considers the recommendations of the CEO prior to making its recommendations to the Board. The CEO does not recommend their own compensation.

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Role of Independent Compensation Consultants

The Compensation Committee engages independent compensation consultants to advise on executive and director compensation matters.

In 2025, Meridian Compensation Partners, the Compensation Committee’s independent advisor:

•Commented on various incentive design- and governance-related trends within the mining industry and more broadly

•Reviewed the peer group used for executive and director compensation purposes

•Conducted a compensation risk assessment

•Conducted an executive compensation review

•Conducted a director compensation review

•Provided assistance related to proxy disclosure

•Attended all regularly scheduled and special Compensation Committee meetings

•Reviewed amendments to equity plans and reward agreements

•Conducted equity valuations (Black-Scholes) and PSU TSR calculations

•Provided support related to proxy advisor firm assessments

•Provided assistance related to executive leadership transitions

•Provided input on corporate governance matters

•Provided input on 2026 CEO pay decisions

The Compensation Committee considers the data and advice of its advisors as well as many other factors. Ultimately, all decisions and recommendations to the Board are their own.

In 2025 and 2024, we paid the following amounts to consultants for services related to advice on compensation for the executive officers and directors:


Executive compensation-related fees ($)	2025	2024
Meridian	$227,627	$220,994
Total	$227,627	$220,994
All other fees ($)
Total	$0	$0
Combined total	$227,627	$220,994

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CD&A

Compensation Components and 2025 Compensation Decisions

Our executive compensation program consists of various components in which performance is measured over different time periods and rewarded accordingly. Each component supports our stated compensation philosophy and approach.

One of the key governing principles of Eldorado’s compensation objectives is to align compensation with shareholder interests. With this in mind, Eldorado allocates a significant portion of total compensation in equity for NEOs. The cash components enable us to attract, motivate and retain high-calibre individuals to deliver high-level performance in the short- and medium-term.

Eldorado targets within a competitive range around the 50th percentile of our peer group on the compensation elements, which are shown below.

Summary of Compensation Components

FIXED

VARIABLE

Components

CASH

EQUITY

Salary

Short-term Incentive Plan

Long-term Incentive Plan

Purpose

Compensates executives for leadership skills and the degree of accountability in their roles

Rewards executives for their contribution to the achievement of near-term strategic goals and objectives that drive longer-term shareholder value

Links the interests of the executives and shareholders by rewarding executives for creating sustained shareholder value over several years

Detail

Makeup

Corporate Objectives

Performance
Share Units

Restricted
Share Units

Options

Weighting

CEO: 100% Corporate

EVPs: 100% Corporate

50%

25%

Target Amount

CEO: 120% of salary

EVPs: 80% of salary

CEO: 220% of salary

CFO: 175% of salary

EVPs: 150% of salary

Outcomes

0–2X target

Performance
0–2X

No multiplier

Performance Period

1 Year

3 Years

Cliff vests

3 Years

Vests one-third each year

7 Years

Vests one-third each year over three years

(expires after 7 years)1

Measures

Assessed

performance

Reference

to peer group

25% ESG: Safety, Sustainability, Governance & People

35% Operational Execution

40% Growth & Strategic Focus

Three-year relative TSR vs. PSU peer group and climate & GHG performance (absolute TSR modifier)

Tracks

share price performance

Tracks
share price performance

Requires share price increase above the exercise price at grant to realize any value

Note:

(1)In 2025, shareholder approval was received to change the stock option term to seven years for grants made after June 3, 2025. For grants made prior to June 3, 2025, stock options expire five years from the date of grant.

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CD&A

Eldorado also provides a Defined Contribution Supplemental Executive Retirement Plan (“DC SERP”) that provides an important source of income at retirement and is a retention tool. Details on the program can be found on page 97.

Compensation Components

The following is a time-based visual representation of the compensation components that make up the total compensation package for our NEOs.

Base Salary

We aim to establish the base salary component as a competitive foundation for our executive compensation program, and we seek to be responsive to changing market conditions.

When determining base salaries, factors such as the executive’s experience, responsibility, proven or expected performance, scope of role, employment market conditions and competitiveness when compared to similar positions in Eldorado’s peer group, are considered.

Our compensation philosophy targets base salaries within a competitive range around the 50th percentile of Eldorado’s peer group. Base salaries may be set above or below the target level to recognize exceptional sustained performance or the developing nature of incumbents in certain roles and to attract and retain the best talent.

The table below shows base salaries as of December 31, 2025, for each of the current NEOs.


NEOs	2025 ($)	% Change	2024 ($)
George Burns	1,103,200	4.0	1,060,800
Paul Ferneyhough(1)	570,000	9.6	520,000
Louw Smith(2)	738,793	(4.8)	776,395
Simon Hille(3)	531,900	9.0	488,000
Frank Herbert	492,200	4.0	473,300

Notes:

(1)Mr. Ferneyhough received a 4.0% salary increase on January 1, 2025 to $540,800 and a 5.4% salary increase on July 1, 2025 to $570,000 related to expanded scope of role in connection with our leadership transition.

(2)Mr. Smith is on an expatriate assignment and is compensated on a net-of-tax basis, consistent with Eldorado’s practice for expatriate assignments. However, his base salary is disclosed above on a gross-of-tax basis. See the “Summary Compensation Table” section on page 107 for more information. Base salary earned in U.S. dollars was converted to Canadian dollars based on the annual 2025 exchange rate of 1 U.S. dollars = 1.3978 Canadian dollars.

(3)Mr. Hille received a 9.0% salary increase on January 1, 2025 to more closely align his experience and scope of role to the market.

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CD&A

Short-term Incentive Plan

The Short-term Incentive Plan (“STIP”) is an annual cash award designed to incentivize and reward personnel for achieving near-term goals set by the Board, Compensation Committee and the executive team, which are seen as critical to advancing Eldorado’s strategic goals and objectives. Given the life cycle of assets in the mining industry, it may be several years before these achievements are reflected in the Company’s operating and financial results.

In 2023, we focused our executive team on their joint responsibility for Eldorado achieving its near-term corporate targets by emphasizing corporate performance and eliminating the individual component in the senior executives’ STIP design. In 2025, 100% of the STIP achievement continued to be directly linked to corporate performance for the CEO and other senior executives. We assess the output of the team as a whole using the Corporate Scorecard (as defined below), which defines our success.

Each year, the strategic goals and objectives, which form the basis of the STIP, are carefully considered by the Compensation Committee with a view to establishing a realistic and balanced set of performance targets that encourage both initiative and performance in areas important to Eldorado. The STIP objectives established at the corporate level are cascaded down to all levels of management throughout the Company to maintain alignment.

While the STIP is based on a one-year performance period, the STIP goals align with operational, financial and strategic objectives to build long-term shareholder value. The combination of the STIP program along with the LTIP program, described in the following pages, is intended to motivate our team to achieve current year STIP targets without taking excessive risks or compromising future performance.

The STIP award is calculated as follows:

The table below shows the 2025 target award levels and framework for each of the current NEOs.


NEOs	Target award level (% of base salary)	Potential payout range (% of base salary)	Corporate objectives weighting (%)
George Burns	120	0-240	100
Paul Ferneyhough	80	0-160	100
Louw Smith	80	0-160	100
Simon Hille	80	0-160	100
Frank Herbert	80	0-160	100

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CD&A

2025 Corporate Objectives Results

In 2025, Eldorado delivered on achieving the higher-end of the tightened production guidance range, actively managed costs, and continued to drive environmental, social and governance performance throughout the Company. The strong operational performance combined with the robust gold price, resulted in a number of financial milestones in 2025.

For 2025, the scorecard weightings were increased for operational execution from 30% to 35% relative to our 2024 scorecard to reinforce the significance of Skouries operational readiness. In addition, increased focus has been placed on quantitative metrics in 2025, with quantitative metrics increasing from 63% to 90% and non-quantitative metrics decreasing from 37% to 10% of the total Corporate Scorecard from 2024 to 2025. Non-quantitative metrics address the deployment of our values through our Inclusivity & Diversity Strategy, ongoing development of safety leadership programs, completion of environmental and feasibility studies and implementation of stakeholder engagement and communication plans within our Thrace Project.

The following section provides an overview of our 2025 Corporate Scorecard (the “Corporate Scorecard”) and a summary of achievements. On the following pages, details on our final Corporate Score for 2025 are provided.


ESG: Safety, Sustainability, Governance and People 25%						Operating safely and sustainably and developing our people are key components of our strategy. We focus on maintaining a strong culture of health, safety and sustainability, and invest in our people to eliminate serious injuries and occupational diseases and extend our fatality-free record.

						•Health and safety: Our lost-time injury frequency rate was consistent year over year, reflective of our implementation of multi-year programs driving continuous improvement in workplace safety and supporting our vision of Everyone Going Home Healthy and Safe Everyday. • Sustainability: We continued to mature our SIMS, a global framework that outlines a common set of minimum-performance standards. In 2025, we received the Gold TSM award for performance, completing self-assessments at all operating sites. We advanced our energy and carbon management strategy, including evaluation of several renewable energy projects across our portfolio. • No fatalities and no major social or major environmental incidents: No modifiers to the outcomes were applied.

Operational Execution 35%						Commitment to strong execution and consistent performance is key to Eldorado’s operating foundation.

						•Total gold produced: Total gold production was 488,268 ounces, at the higher end of our tightened guidance range. Highlights included successful processing of a second bulk sample at Ormaque, and Kışladağ celebrating its four millionth gold ounce produced. •AISC(1): US$1,664 per ounce sold in 2025, within our tightened guidance range. AISC was impacted by higher royalties due to increased gold prices, which were partly offset by lower sustaining capital. •Free cash flow excluding Skouries(1): When excluding capital investments made at the Skouries project during the year, free cash flow was US$316 million in 2025, supported by strong gold prices and well ahead of our challenge goal of US$161 million. •Skouries Operational Readiness: We continued to advance commissioning and pre-commercial activities, and successfully ramped up open pit mining, building a stockpile of 1.2 million tonnes of ore. Underground development rates improved throughout the year, with one test stope completed and a second to be completed in February 2026.

Growth and Strategic Focus 40%						Growing and optimizing our operations and projects and maintaining our reserves and resources are essential to Eldorado’s growth and value-creation.

						•Skouries Construction: Overall progress was 90% at the end of 2025, with highlights including installation of the primary crusher and completion of the stockpile dome foundation. In the process plant, work advanced toward mechanical installations, piping, cable tray and cabling in preparation for first ore. Power line connection delays have resulted from a slower than expected regulator approval of the detailed engineering. •Growth capital projects: Several projects advanced toward completion in 2025, with Olympias mill expansion plan commencing in Q2 2025, Kışladağ expanding the secondary crushing circuit to debottleneck the operational circuit and implement whole ore agglomeration, and Ormaque development and bulk sampling ahead of budget. •MRMR: We fully replaced overall reserve depletion in 2025, an increase of approximately 5% from prior year MRMR results. Addition of reserves at Lower Triangle and Ormaque demonstrates the robust production outlook for the next decade, underpinned by an average mine life of 13 years. •Thrace: We submitted the Perama Hill EIA, and advanced technical study work and stakeholder engagement.

Note:

(1)These measures or ratios are non-IFRS ratios. See the “Non-IFRS and Other Financial Measures and Ratios” section on page 124 in this Circular for explanations and discussion of these non-IFRS measures and ratios.

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CD&A

2025 Corporate Objectives Results


Objective		Threshold	Target	Challenge	Result	Weighting (%)	Score	Achievement level (%)
ESG: Safety, Sustainability, Governance and People (25%)
Reduce Lost Time Incident Frequency Rate (“LTIFR”)	Operations	Above target	0.96	Below target	1.26	2.5	0.5	1.3
	Skouries	Above target	0.51	Below target	0.28	2.0	2	4.0
Reduce Total Recordable Incident Frequency Rate (“TRIFR”)	Operations	Above target	2.99	Below target	4.2	2.5	0.5(1)	1.3
	Skouries	Above target	2.57	Below target	2.82	2.0	0.8(2)	1.5
Safety leadership engagement		Implement CSL and Fatigue management training; Positive Recognition program completed regularly				4.0	2.0	8.0
Sustainability: SIMS rollout		Completion of SIMS self-assessment; AAA (TSM) rating at Lamaque Complex				2.0	1.8	3.5
Sustainability: CSRD readiness		Complete gap assessments; develop and launch platform implementation for Greece				2.0	1.0	2.0
Climate & GHG		Advance Energy and Carbon Management Strategy				4.0	1.0	4.0
Inclusive and respectful workplace		Global diversity strategy rollout; roadmaps progressing				2.0	1.5	3.0
Inclusive and respectful workplace: Engagement		Global leadership competency model and development program design underway; global people standards in development				2.0	2.0	4.0
Modifier: zero fatalities, zero major environmental and social incidents		Achieved, no negative modifier applied
Operational Execution (35%)(3)
Total gold produced (oz)		468,184	520,205	572,225	488,268	15.0	1.0(4)	15.0
AISC (US$/oz)(5)		$1,522	$1,384	$1,245	$1,664	5.0	0.0	—
Free cash flow excluding Skouries (US$M)		$131	$146	$161	$316	5.0	2.0	10.0
Skouries Operational Readiness (“OR”)		Skouries readiness (open pit and mobile maintenance; testing)				10.0	1.8	17.5

ELDORADO GOLD CORP /FI 6-K