Newcrest Mining : Scheme Meeting - Chairman's address and presentation slides

Market Release

13 October 2023

Scheme Meeting - Chairman's address and presentation slides

Newcrest Mining Limited (ASX, TSX, PNGX: NCM) refers to the proposed scheme of arrangement under which Newcrest will be acquired by Newmont Corporation (via its subsidiary, Newmont Overseas Holdings Pty Ltd).

In accordance with the ASX Listing Rules, attached to this announcement are the following documents to be presented at Newcrest's Scheme Meeting being held today at 10.30am (Melbourne time):

• Chairman's address; and
• Scheme Meeting presentation slides.

Newcrest shareholders may participate in the Scheme Meeting by attending in person at RACV City Club, 501 Bourke Street, Melbourne, Victoria 3000 or online at https://meetings.linkgroup.com/NCMSCHEME.

The voting results of the Scheme Meeting will be announced to the ASX, PNGX and TSX (via SEDAR) shortly after the conclusion of the Scheme Meeting.

Newmont and Newcrest have agreed minor amendments to the scheme of arrangement to allow the scheme consideration to be issued on or before the implementation date to facilitate the mechanical steps necessary for implementation to occur on the proposed implementation date.

Authorised by the Newcrest Board

For further information please contact

This information is available on our website at www.newcrest.com

Newcrest Mining Limited - 2023 Scheme Meeting

CHAIRMAN'S ADDRESS

Good morning and thank you for joining us at this meeting of Newcrest Mining Limited. My name is Peter Tomsett, and I am the Chairman of your Board of Directors and the Chairman of this meeting.

Let me begin today by acknowledging the Wurundjeri people, Traditional Custodians of the land on which we meet today, and pay my respects to Elders past, present and emerging. I extend that respect to Aboriginal and Torres Strait Islander peoples joining us today.

Thank you for taking the time to join us today, whether in person or virtually.

The Notice of Scheme Meeting and Scheme Booklet was lodged with the ASX on 8 September and has been made available to all shareholders.

With the time now having just passed 10.30am, and having been advised that a quorum is present, I declare this meeting open. Today's voting will be conducted by way of a poll and I now declare the poll open on the item of business. The item relates to the scheme of arrangement proposed between Newcrest Mining Limited and its holders of fully paid ordinary shares as described in the Scheme Booklet.

If the scheme is approved by shareholders at the meeting today, Newcrest will seek Court approval of the scheme on Tuesday, 17 October and the scheme will become effective when the Court orders are lodged with ASIC. It is expected that the scheme will be implemented on, and the consideration issued by, Monday, 6 November.

Let me now ask our Interim Chief Executive Officer, Sherry Duhe, to address this meeting.

INTERIM CEO'S ADDRESS

Thank you, Peter and good morning to you all.

It is a pleasure to join you on this important day for Newcrest. FY23 was a transformational year for Newcrest. It saw higher gold and copper production with increased shareholder returns. It also saw Newcrest enter into a binding agreement with Newmont for the proposed acquisition of Newcrest.

Execution of our clear strategy has helped position Newcrest as one of the world's leading gold producers, which will form a key part of the merged group.

We are excited to present our shareholders with the opportunity to be part of a company that will set a new benchmark in gold production with increased diversification across a premier portfolio of gold and copper assets.

The transaction is a testament to the success of Newcrest and the quality of our assets. Behind our success is a team of people, whose passion, drive to innovate and commitment to make a positive difference has enabled us to achieve a world class metals business.

I would like to acknowledge and thank the Newcrest team for their hard work and dedication over many years to safely produce for a better future. As the next chapter of Newcrest's story unfolds, our people can stand proud of the exceptional business they have built together.

Lastly, thank you to our shareholders. We appreciate you taking the time to join us today, whether you are here in person or participating online.

We look forward to seeing the future growth and development of our enviable portfolio of world- class gold and copper assets and believe our shareholders and other stakeholders can look forward to an exciting and prosperous future.

I will now hand back to the Chairman.

Thank you.

CHAIRMAN'S ADDRESS (contd)

Scheme Overview

Thank you, Sherry.

I would now like to say a few words about the proposed scheme of arrangement. Details of the scheme are outlined in the Scheme Booklet.

If the scheme is approved and implemented, Newmont will acquire all the shares in Newcrest and Newcrest shareholders will receive 0.400 Newmont securities for each Newcrest share held. The Newmont securities will be issued as shares quoted on the New York Stock Exchange or as shares represented by CHESS depositary interests ('CDIs') or PETS depositary interests ('PDIs') quoted on the ASX or PNGX.

In addition to the scheme consideration, Newcrest shareholders will receive a fully franked special dividend of US$1.10 per Newcrest share held on the special dividend record date, subject to the scheme becoming effective.

The special dividend is expected to have approximately US$0.47 per Newcrest Share of franking credits.

Board Recommendation

The Newcrest Directors unanimously recommend that shareholders vote in favour of the scheme.

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The Newcrest Directors consider that the scheme has the potential to realise greater benefits to Newcrest shareholders than any other alternative currently available, including Newcrest continuing as a standalone entity.

At the time of this meeting, no superior proposal has emerged and the Newcrest Directors are not aware of any superior proposal that is likely to emerge.

Each Newcrest Director is voting, or procuring the voting of, any Newcrest shares held or controlled by them as at the time of this meeting in favour of the scheme.

Reasons to vote for or against the Scheme

In making this recommendation, your Directors considered the advantages and disadvantages for Newcrest shareholders and received financial and legal advice. Your Directors also considered the merits and strategic rationale of the scheme, the merits of continuing to operate Newcrest as a standalone entity and the likelihood of a superior proposal.

In particular, the Newcrest Board has identified a number of reasons why you should vote in favour of the scheme and a number of reasons why you may wish to vote against the scheme. These are set out in detail in the Scheme Booklet and are summarised on the current slide.

Your Directors consider that the reasons to vote in favour of the scheme outweigh the potential reasons to vote against the scheme.

Independent Expert's conclusion

The Newcrest Directors appointed Grant Samuel as the independent expert to assess the merits of the scheme.

The Independent Expert has concluded that the scheme is in the best interests of Newcrest shareholders, in the absence of a superior proposal. The reasons why the Independent Expert reached these conclusions are set out in the Independent Expert's Report, a copy of which is included in Annexure 1 of the Scheme Booklet.

The Independent Expert's conclusions are set out on the current slide.

The Independent Expert outlines that the assessment of the transaction is not straightforward. The Independent Expert has assessed the underlying value of Newcrest in the range of US$18.64 to US$21.13 per Newcrest share, whilst the value of the consideration is US$17.10 to US$18.70 per Newcrest share. This overlap is insufficient to meet the requirements for the transaction (together with the Special Dividend) to be fair in terms of ASIC's regulatory guidelines.

However, the Independent Expert's Report states there are good reasons to conclude that this analysis, which is required under the regulatory guidelines, provides, at best, an incomplete assessment of the transaction (together with the special dividend). In these circumstances, the

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Independent Expert considers that as a scrip based transaction, relative contributions analysis is also useful and relevant.

Over an extended period, Newcrest shareholders have consistently contributed approximately 25% of the market value of the Merged Group yet they are receiving approximately 32% of the market value of the Merged Group. This analysis represents a premium (or uplift) of around 30%. In addition, the transaction enables Newcrest shareholders to retain their direct exposure to the gold sector by "rolling up" their investment into a larger, more diversified company, while capturing a meaningful premium in the process, as well as benefitting from a higher dividend per share.

Ultimately, the Independent Expert concluded that "If a superior proposal does not emerge prior to the Scheme meeting, the choice is essentially between the Newmont Transaction and the status quo. In this case, Grant Samuel's judgement is that the Newmont Transaction (including the Scheme) would be in the best interests of Newcrest shareholders."

Status of Conditions Precedent

Implementation of the scheme remains subject to the following conditions precedent:

• approval of the scheme resolution by Newcrest shareholders at this meeting;
• approval of the scheme by the Federal Court of Australia at the second Court hearing; and
• other customary conditions.

Newmont stockholders approved the issuance of shares of Newmont common stock in connection with the scheme at the meeting of Newmont stockholders held on 11 October 2023. All government regulatory approvals that are conditions precedent have been obtained, including the Australian Foreign Investment Review Board.

If the outstanding conditions precedent (including shareholder and Court approval) are not satisfied, the scheme will not proceed and Newcrest will continue as a standalone entity listed on the ASX, PNGX and TSX.

Implementation timetable

If the scheme is approved by Newcrest shareholders today, the key events and the expected timing in relation to the approval and implementation of the scheme are set out in the timetable shown on screen.

The second Court hearing for approval of the scheme is scheduled for 10.15am on Tuesday, 17 October 2023. If the scheme is approved by the Federal Court, the effective date will be Wednesday, 18 October 2023. Newcrest shares will continue to trade on the ASX, PNGX and TSX until Thursday, 26 October 2023.

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