KINROSS GOLD CORP

**VIII.**USING THIS CODE AND REPORTING VIOLATIONS

**a.**Responsibilities of Kinross Representatives

It is the responsibility of all Kinross Representatives to understand and comply with thisCode of Business Conduct and Ethics and, at the commencement of their engagement by Kinross, all Kinross Representatives are required to sign an acknowledgement in the form attached as Exhibit “A” to thisCode. Annually, thereafter, all Employees at the director-level and higher are required to provide an acknowledgement in the form attached as Exhibit “B” to thisCode.

Execution of these acknowledgments by a Kinross Representative is a representation that they (i) have read, fully understand, and will comply in all respects with thisCode, (ii) have sought and obtained any required clarification of any provisions of theCode, and (iii) on any annual renewal are not aware, after due enquiry, of any violations of theCode by other persons within their area of responsibility. Kinross will take such disciplinary action as Kinross deems appropriate, including termination of employment, directorship or contract, with respect to any breach of that representation.

The above requirements under this section of theCode, including but not limited to the requirement for any such acknowledgement, its form and substance and the process for execution, are subject to amendment as may be prescribed by the Corporate Governance and Nominating Committee of the Board of Directors and the Chief Legal Officer (or their delegate), from time to time.

**b.**Reporting and Investigating Compliance Violations and Improper Conduct

ThisCode and the KinrossWhistleblower Policy are designed to provide an atmosphere of open communication for compliance issues and to ensure that Kinross Representatives acting in good faith have the means to report actual or suspected violations of Kinross Policies or applicable laws or other improper conduct committed by a Kinross Representative or by others associated with Kinross (each a “Reportable Matter”), without fear of retaliation or reprisal. If a Kinross Representative observes, becomes aware of or, acting honestly and in good faith, has reasonable grounds to suspect the occurrence of, a Reportable Matter, they are required to report the circumstances of that matter (each a “Report”) in accordance with the KinrossWhistleblower Policy. If a Kinross Representative reports actual or suspected violations to their manager in accordance with the KinrossWhistleblower Policy,the Representative must make clear that the Report is being made and is to be treated under theWhistleblower Policy.

Various matters addressed in thisCode, including those relating to unlawful discrimination, harassment, workplace violence, working conditions and other improper treatment may be sensitive, and Kinross Representatives and others may be reluctant to report these matters other than to a senior representative of Kinross’ Human Resource department. Accordingly, as set out in the Company’sWhistleblower Policy, Kinross Representatives are encouraged to submit any Reports on such matters directly, either verbally or in writing, to the Senior Vice-President, Human Resources (or, alternatively, directly to the Chief Legal Officer or General Counsel; or, if the matter relates to any of those individuals, to another member of the Company’s senior management team).

Kinross Representatives are reminded of their right to pursue alternative avenues of redress for any experience of discrimination, harassment or workplace violence. In the case of unlawful discrimination or harassment, certain persons may file a complaint with the appropriate human rights agency. In the case of physical or sexual assault, the police should be contacted.

Following the receipt of a Report, in accordance with theWhistleblower Policy, the Reportable Matter will be evaluated and, as appropriate, will be investigated. This evaluation will consider, among other factors, the identity of the alleged wrongdoer, the nature of the alleged wrongdoing (and, in particular, whether the alleged wrongdoing – if it occurred – would represent a breach of the law or this Code), the severity of the alleged wrongdoing and the credibility of the allegation. Any investigation will be conducted in accordance with theWhistleblower Policy and, on its conclusion, Kinross may take corrective disciplinary actions, if appropriate. Corrective disciplinary actions will range in severity taking into account, among other things, the nature and severity of the wrongdoing and whether the offender has previously been found to have committed violations of Kinross Policies or applicable laws or been involved in other improper conduct. Corrective disciplinary actions may include, but are not limited to, a written apology, counselling, reassignment of duties, suspension, termination of the relationship with Kinross, or claw-back of prior compensation in accordance with theCompensation Recoupment Policy. Seniority or status at the Company will not be a relevant factor in determining the appropriate disciplinary action.

There will be no reprisals against any person for good faith reporting of compliance concerns or violations. Any Kinross Representative who believes that they (or any other person) are being subjected to retaliation for having submitted a Report should report such retaliation in accordance with the KinrossWhistleblower Policy. Nothing in this Code or the Whistleblower Policy prevents the Company from taking appropriate disciplinary action against anyone found to be knowingly implicated in misconduct.

To the extent possible, all Reports will be treated as confidential. The Company will not, without consent, disclose the name (or other identifying information) of any person who submits a Report or the circumstances of the Reportable Matter relating to any other person, except where disclosure is necessary for the purposes of a full and fair investigation of the allegations in accordance with the Whistleblower Policy, for the purposes of taking corrective action in relation to the matter, and/or as otherwise required by applicable law.

All Reports of workplace harassment will be investigated. Before an incident of workplace harassment is investigated, the person reporting the incident may be asked to make a written report of the incident. The Company will undertake or arrange for an investigation that is appropriate in the circumstances.

At the conclusion of an investigation into workplace harassment, the Company will determine what (if any) corrective action and/or discipline is warranted. The results of any such harassment investigation – including any discipline and/or corrective action taken by the Company in relation to the matter – will be disclosed to both (a) the Kinross Representative(s) who was/were subjected to the actual or alleged harassment, and (b) the Kinross Representative(s) who engaged in the actual or alleged harassment.

False or frivolous accusations can have serious detrimental effects, and are considered a form of misconduct under thisCode. If the Company is satisfied that a false or frivolous accusation has been made, the person making such false or frivolous accusation may be subject to corrective disciplinary action including termination of their relationship with Kinross.

Kinross Representatives should refer to the Company’sWhistleblower Policy for a more detailed description of what constitutes a Reportable Matter, the process for making, receiving, evaluating and investigating a Report and taking any remedial action, the protection of “whistleblowers” and records maintained in respect of a Report. A copy of theWhistleblower Policy is available to Kinross Representatives on the Legal page of KinrossConnected or from a member of the Kinross Legal Department.

Persons that are not Kinross Representatives should refer to the reporting procedures described in theWhistleblower Policy, available in the “Governance” section of the Company’s website (www.kinross.com).