0001188112-12-001668 Sample Contracts

SHAREHOLDER RIGHTS PLAN
Shareholder Rights Plan • May 16th, 2012 • Kinross Gold Corp • Gold and silver ores • Ontario

MEMORANDUM OF AGREEMENT dated February 26, 2009 and as amended and restated as of February 15, 2012 between Kinross Gold Corporation (the “Corporation”), a corporation incorporated under the laws of Ontario, and Computershare Investor Services Inc., a company governed under the laws of Canada (the “Rights Agent”);

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