B2Gold : Code of Ethics and Business Conduct – June 18, 2025 (B2GOLD CEBC Final 053025)

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CODE OF ETHICS AND BUSINESS CONDUCT

DOING WHAT IS RIGHT

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B2GOLD Code of Ethics and Business Conduct

Table of Contents

Contents

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Welcome to Our Code Our Ethical Foundation

Understanding Our Code

• Why Our Code Matters

• Following Our Code

• Acting Responsibly

• Speaking Up

• No Retaliation

• Making Good Choices

  Fostering a Healthy and Safe Workplace

• Diversity and Non-Discrimination

• No Harassment

• Workplace Health and Safety

  Protecting Our Company

• Using Company Assets

• Conflicts of Interest

• Gifts and Entertainment

• Confidential Information and Intellectual Property

• Good Recordkeeping

• Communicating Responsibly

• Managing Third Parties

  Doing the Right Thing

• Cooperating With Investigations and Audits

• Government Relations

• Anti-Bribery and Anti-Corruption

• Fair Dealing

• Data Privacy

• Anti-Money Laundering

• Insider Trading

  Being a Good Neighbour

• Responsible Mining

• Human Rights

• Political Activities

• Community Support

  Our Policies

• Quick Guide to Doing What Is Right and Getting Help

Making Your Commitment

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B2GOLD Code of Ethics and Business Conduct

Welcome to Our Code

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At B2Gold, the ways we achieve our goals are just as important as the goals themselves.

Every choice we make - whether fostering an inclusive workplace, engaging with local communities or upholding the highest standards of safety and environmental stewardship - has an impact in

our success as a global leader in responsible mining. With this in mind, we have crafted this Code, which is more than a list of requirements - it is a set of guiding principles rooted in our core values of fairness, respect, transparency and accountability.

This Code provides clarity on expectations regarding multiple topics such as health and safety, legal compliance and environmental protection. It also points us to resources that can help when the right course of action is unclear. Our Code is the standard we expect all our personnel to meet and a tool that allows us to create value and improve lives through sustainable and responsible mining.

By following this Code, applying it in every action and speaking up when it is not being abided by, we ensure our continued success and growth. B2Gold's commitment to our values requires well-informed actions, and our Code serves as a guide on the journey ahead. Refer to it any time you need help with a decision or are faced with ethical challenges in your work.

Thank you for the pride and passion you bring to B2Gold and for helping B2Gold drive positive, sustainable change.

Clive Johnson

President, Chief Executive Officer & Director

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B2GOLD Code of Ethics and Business Conduct

Our Ethical

VISION

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Foundation

To be a responsible mining company, demonstrating leadership by going beyond industry standards and continuing to raise the bar on our own performance.

At B2Gold, our work is guided by:

FAIRNESS RESPECT

TRANSPARENCY ACCOUNTABILITY

We are proud of our work and the positive impact we have where we operate. How we do our work is as important as the work we do.

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‌Understanding Our Code

WHY OUR CODE MATTERS

At B2Gold, our approach to work is just as important as the results we achieve. This Code was built to guide and assist you in upholding our commitment to the highest standards of conduct.

We understand our work can get complicated. Whether you are facing ethical dilemmas or

Accountability and Discipline

Violating our Code, our policies, or the law, or encouraging others to do so, exposes B2Gold to liability and puts the viability of our business and our reputation at risk. If you see or suspect a violation, you are required to report it.

Anyone who violates our Code will be subject to disciplinary action, up to and including termination of their employment with B2Gold. Violations of laws or regulations may also result in legal proceedings and penalties, which may include criminal prosecution.

Waivers and Amendments

Any waiver of the Code for executive officers or directors must be approved by the Board of

Directors and promptly disclosed as may be required by the applicable regulatory authority. Any waiver of

the Code for any other personnel may be made only

FOLLOWING OUR CODE

All personnel of B2Gold and its subsidiaries, affiliates, joint ventures and any other entity controlled by the Company (collectively, the "B2Gold Group"), including every director, officer, employee, consultant and contractor of the B2Gold Group are

required to review, understand and follow this Code.

Who are B2Gold Personnel?

They include every director, officer, employee, consultant and contractor of the B2Gold Group.

The Code also applies to agents, suppliers, vendors and temporary personnel ("third parties") who serve as an extension of B2Gold. They must follow the letter and spirit of our Code, along with B2Gold's Supplier Code of Conduct and any applicable contractual provisions.

responding to unforeseen challenges, this Code can help you navigate these situations and find the right path. Our dedication to responsible mining and profitability relies on making the right choices at every level of the organization, and our Code of Ethics and Business Conduct is your most important resource in this effort. By knowing the Code and following it in your daily work, you can achieve your goals while upholding our values, promoting B2Gold's culture and protecting our reputation.

Our Code is designed to help you:

• Promote integrity and the highest standards of ethical conduct.

• Address common ethical situations you could encounter in your work.

• Find help when you need it.

• Avoid even the appearance of anything improper in connection with B2Gold's business activities.

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Complying With Laws and Regulations

B2Gold is committed to compliance with all laws, rules and regulations that apply to its business. It is impossible to anticipate every question you may have or situation you might face, so in addition to the Code, B2Gold has other resources that can be of assistance. These additional resources are

referenced throughout the Code. As always, we rely on you to use good judgment and seek help when you need it.

B2Gold operates in multiple countries, so it is important to be aware of different laws and customs that may apply. While we respect the norms of our stakeholders, third parties and coworkers throughout the world, all personnel must, at a minimum, comply with the standards and principles in this Code. If

any guidance in our Code conflicts with a local law, custom, norm or requirement, follow the stricter standard. You may also seek guidance from the Ethics & Compliance and the Legal departments.

by the Governance Committee of the Board.

Our Code and the policies it references are periodically reviewed and updated. For the most current version, please see our corporate website.

If you supervise our third parties, you are responsible for communicating our standards and ensuring they are understood. If a third party fails to meet our ethics and compliance expectations or

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their contractual obligations, it may result in the termination of their contract.

B2GOLD Code of Ethics and Business Conduct

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