I hope BGM has similar voting systems set up.
Voting Your Shares.
Newmont Common Stock. Each share of common stock that you own entitles you to one vote. Your
Notice or proxy card shows the number of shares of common stock that you own. You may elect to vote in one of
• By Mail - If you have received or requested a paper copy of the proxy materials, please date and sign the
proxy card and return it promptly in the accompanying envelope.
• By Internet - If you received a Notice of Internet Availability of Proxy Materials, you can access our
proxy materials and vote online. Instructions to vote online are provided in the Notice.
• In Person - You may attend the Annual Meeting and vote in person. We will give you a ballot when you
arrive. If your stock is held in the name of your broker, bank or another nominee (a “Nominee”), then you
must present a proxy from that Nominee in order to verify that the Nominee has not already voted your
shares on your behalf.
• If you hold Newmont Common Stock at your Broker - If your shares were held in an account at a
brokerage firm, bank, dealer, or other similar organization, then you are the beneficial owner of shares
held in “street name” and the Notice or proxy materials, as applicable, are being forwarded to you by that
organization. Your Voting Instruction Form from Broadridge or your Notice provides information on how
to vote your shares. The organization holding your account is considered the shareholder of record for
purposes of voting at the Annual Meeting.
If you are a beneficial owner of shares held in street name and do not provide the organization that holds
your shares with specific voting instructions, the organization that holds your shares may generally vote on
“routine” matters such as ratification of auditors but cannot vote on “non-routine” matters, which now
include matters such as votes for the election of directors and the Say-on-Pay proposal. Thus, if the
organization that holds your shares does not receive instructions from you on how to vote your shares on a
non-routine matter, that organization will inform the inspector of election that it does not have the authority
to vote on this matter with respect to your shares. This is generally referred to as a “broker non-vote.”
Newmont Exchangeable Shares. Each Newmont exchangeable share that you own has economic
rights (such as the right to receive dividends and other distributions) that are, as nearly as practicable, equivalent
to rights of shares of Newmont common stock. Holders of exchangeable shares have a right through a Voting and
Exchange Trust Agreement (the “Voting Agreement”) to vote at stockholders’ meetings of Newmont. The
exchangeable shares, however, are not shares issued by Newmont and, therefore, a holder of exchangeable shares
is not a registered stockholder of Newmont, but is a registered stockholder of Newmont Canada. The
exchangeable shares are exchangeable at the option of the holders into the Company’s common stock on a
one-for-one basis. There are two ways to vote your exchangeable shares:
• By Mail - You may vote by signing and returning the enclosed Voting Instruction Form. This form
permits you to instruct Computershare Trust Company of Canada, as trustee under the Voting Agreement
(the “Trustee”), to vote at the Annual Meeting. The Trustee holds one share of special voting stock of
Newmont (the “Newmont Special Voting Stock”) that is entitled to vote on all matters on which the
shares of the Company’s common stock vote. The Newmont Special Voting Stock has a number of votes
in respect to the Annual Meeting equal to the lesser of (a) the number of exchangeable shares outstanding
on the record date (other than the Company’s exchangeable shares held by Newmont or its affiliates), or
(b) 10% of the total number of votes corresponding to the common stock then outstanding. Based upon
the foregoing, the Trustee will be entitled to cast up to 4,915,685 votes at the Annual Meeting. The
Trustee must receive your voting instructions by 5:00 p.m. in Toronto, Ontario, Canada, on April 23,
2012. This will give the Trustee time to tabulate the voting instructions and vote on your behalf. The
Trustee will exercise each vote attached to the Newmont Special Voting Stock only on the basis of
instructions received from the relevant holders of exchangeable shares. In the absence of instructions
from a holder as to voting, the Trustee will not have any voting rights with respect to such exchangeable
• In Person - You may attend the Annual Meeting and vote in person. As a holder of exchangeable shares,
you may attend the Annual Meeting in person to vote directly the number of votes to which you are
entitled under the Voting Agreement. Please refer to the Notice to Exchangeable Shareholders and Voting
Instruction Form for additional instructions on voting at the meeting.
Quorum, Tabulation and Broker Non-Votes and Abstentions.
Quorum. The holders of a majority of the outstanding shares of capital stock of the Company entitled to
vote at the Annual Meeting must be present in person or represented by proxy in order to constitute a quorum for
all matters to come before the meeting. For purposes of determining the presence of a quorum, “shares of capital
stock of the Company” include all shares of common stock and the maximum number of shares of common stock
that the Trustee of the Newmont exchangeable shares is entitled to vote at the Annual Meeting.
Tabulating Votes and Voting Results. Votes at the Annual Meeting will be tabulated by two
inspectors of election who will be appointed by the Chairman of the meeting and who will not be candidates for
election to the Board of Directors. The inspectors of election will treat shares of capital stock represented by a
properly signed and returned proxy as present at the Annual Meeting for purposes of determining a quorum,
without regard to whether the proxy is marked as casting a vote or abstaining.
Broker Non-Votes and Abstentions. Abstentions and “broker non-votes” as to particular matters are
counted for purposes of determining whether a quorum is present at the Annual Meeting. Abstentions are counted
in tabulations of the votes cast on proposals presented to stockholders, whereas broker non-votes are not counted
for purposes of determining whether a proposal has been approved. Abstentions have the same effect as votes
against proposals presented to stockholders. A “broker non-vote” occurs when a nominee holding shares for a
beneficial owner votes on one proposal, but does not vote on another proposal because the nominee does not
have discretionary voting power and has not received instructions to do so from the beneficial owner.
Votes Required to Approve the Proposals.
Proposal Vote Required
Election of Directors Majority of votes cast for the Nominees.
Ratification of independent auditors for 2012 Majority of stock present in person or by proxy
and entitled to vote on the Ratification.
To approve, on an advisory basis, the compensation
of the Named Executive Officers
Non-binding advisory vote – majority of stock
present in person or by proxy and entitled to
Election of Directors. Brokers, banks and other financial institutions can no longer vote your stock on
your behalf for the election of directors if you have not provided instructions on your voting instruction form, by
telephone or Internet. For your vote to be counted, you must submit your voting instructions to your broker or
Ratify PricewaterhouseCoopers LLP as the Company’s Independent Auditors for 2012. The
affirmative vote of a majority of the shares present and entitled to vote, in person or by proxy, at the Annual
Meeting is required to ratify the Audit Committee’s appointment of PricewaterhouseCoopers LLP as the
Company’s independent auditors for 2012.
Advisory Say-On-Pay Vote. Because the vote on Compensation of the Named Executive Officers is
advisory in nature, it will not: (1) affect any compensation already paid or awarded to any Named Executive
Officer, (2) be binding on or overrule any decisions by the Board of Directors, (3) create or imply any additional
fiduciary duty on the part of the Board of Directors, and (4) restrict or limit the ability of stockholders to make
proposals for inclusion in proxy materials related to executive compensation.
Other Items. If any other items are presented at the Annual Meeting, they must receive an affirmative vote
of a majority of the shares present and entitled to vote, in person or by proxy, in order to be approved.