OceanaGold : 2021 AGM Notice of Meeting and Management Information Circular

Notice of Meeting

and

Management Information Circular

dated 28 May 2021

in respect of the

Annual General and Special Meeting of Shareholders

to be held on Tuesday, 29 June 2021 at 5pm

(Canada Eastern Daylight Time)

Important information - This is an important document that should be read in its entirety. If you do not understand it, you should

consult your professional advisers without delay.

AGM Notice of Meeting and Management Information Circular

Table of Contents

Notice of 2021 Annual General and Special Meeting of Shareholders	i
Letter to Shareholders	iii
Management Information Circular	vi
Voting Information	vii
Business of Meeting	1
Financial Statements	1
Resolution 1 - Election and Re-election of Directors	1
Resolution 2 - Appointment of Auditor	3
Resolution 3 - Advance Notice Policy	4
Resolution 4 - Performance Share Rights Plan	5
Resolution 5 - Advisory Vote on Executive Compensation	7
Director Profiles and Compensation Analysis	10
Directors Profiles	10
Non-Executive Directors' Compensation Elements	17
2020 Non-Executive Directors' Compensation	18
Non-Equity (Cash Based) Schemes for Non-Executive Directors	19
Outstanding share-based awards and option-based awards	20
Share Ownership	20
Securities Held by Directors and Executive Officers	21
Executive Management Profiles and Compensation Analysis	22
Executive Management Profiles	22
General Compensation Discussion and Analysis	23
Executive Compensation Elements	25
Incentive Plan Awards Summary	35
Compensation of Named Executive Officers	41
Outstanding share-based awards and option-based awards	42
Equity-based awards - value vested or earned during the year	43
Pension Plan Benefits	43
Employment Agreements - Termination and Change of Control Benefits	44
Corporate Governance Statement	46
Our Corporate Governance practices at a glance	46
Principle 1 - Lay Solid Foundations for Management and Oversight	47
Principle 2 - Structure the Board to be effective and add value	54
Principle 3 - Instil a Culture of acting Lawfully, Ethically and Responsibly	62
Principle 4 - Safeguard the integrity of corporate reports	65
Principle 5 - Make Timely and Balanced Disclosure	67
Principle 6 - Respect the Rights of Security Holders	68
Principle 7 - Recognise and Manage Risk	69
Principle 8 - Remunerate Fairly and Responsibly	73
Principle 9 - Additional recommendations	76

AGM Notice of Meeting and Management Information Circular

Additional Information	77
Schedule A - Independence Requirements of National Instrument 52-110 - Audit Committees	83
Schedule B - Board Performance Evaluation Questionnaire	84
Schedule C - Advance Notice Policy	87
Schedule D - Board Charter	90

AGM Notice of Meeting and Management Information Circular

Notice of 2021 Annual General and Special Meeting of Shareholders

We invite you to attend the Annual General and Special Meeting of the shareholders of OceanaGold Corporation (the Company).

Tuesday 29 June 2021	5:00pm	Virtual Meeting via live
(Canada)	(Eastern Daylight Time)	audio webcast

Webcast link: https://web.lumiagm.com/323819791

Meeting ID: 323-819-791

The Board recognises the importance of the Annual General and Special Meeting (Meeting) as an opportunity for shareholders to meet and engage with the directors. This year, with the continuing COVID-19 situation, in order to mitigate risks to the health and safety of our shareholders, employees and communities we will hold our Meeting in a virtual only format, which will be conducted via live webcast. Further information on how to participate online and to vote at the Meeting is provided in the section headed Voting Information.

The Meeting will be held for the following purposes:

1. to receive and consider the audited consolidated financial statements of the Company for the year ended 31 December 2020, together with the auditor's report therein;
2. to elect and re-elect the directors of the Company to hold office until the close of the next annual meeting of shareholders;
3. to appoint PricewaterhouseCoopers as the auditor of the Company to hold office until the next annual meeting of shareholders;
4. to consider and, if thought advisable, pass an ordinary resolution to approve, confirm and endorse the Advance Notice Policy;
5. to approve the Amended and Restated Performance Share Rights Plan for Designated Participants of the Company and its affiliates;
6. to consider and, if thought advisable, pass a non-binding advisory resolution on the Company's approach to executive compensation; and
7. transact such other business as may properly come before the Meeting or any adjournment(s) or postponement(s) thereof.

Meeting Materials

Accompanying this Notice of Annual General and Special Meeting is a: (1) Management Information Circular (Circular), which provides additional information relating to the matters to be dealt with at the Meeting; (2) Form of Proxy and Notes to Proxy or a Voting Instruction Form (VIF), as applicable; and (3) return envelope for use by the shareholders to send in their Proxy or VIF, if applicable.

Your vote is important to us. The record date for the determination of the shareholders entitled to receive this Notice and to vote at the Meeting has been established as 28 May 2021 (Record Date).

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AGM Notice of Meeting and Management Information Circular

While a registered shareholder or a duly appointed proxyholder can vote at the virtual Meeting live, we encourage you to vote by Proxy or VIF in advance of the Meeting so we can secure as large a representation as possible of our shareholders at the Meeting.

For information on how to vote, please refer to the Voting Information section of this Circular set out below. We encourage you to learn more about the Company by reading the enclosed Circular. Voting exclusion statements under applicable Australian Securities Exchange (ASX) requirements in relation to the advisory resolution on the approach to executive compensation are set out in the enclosed Circular.

Shareholders are also encouraged to submit questions in advance of the Meeting by emailing questions to [e-mail] Monday 28 June 2021.

If it becomes necessary to make further changes to the arrangements for the AGM, OceanaGold will update shareholders through its website and by making an announcement on Toronto Stock Exchange (TSX) and ASX.

DATED 28 May 2021

BY ORDER OF THE BOARD OF DIRECTORS OF OCEANAGOLD CORPORATION

Liang Tang

Company Secretary

Melbourne, Australia

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