Eldorado Gold : 2024 Management Proxy Circular

When

Tuesday, June 4, 2024 3:00p.m. Pacific time

Where

In person:

Fasken Martineau DuMoulin LLP

550 Burrard Street, Suite 2900

Vancouver, BC, V6C 0A3

Virtually:

Computershare virtual meeting platform at meetnow.global/M669DQC

Items of Business

1. Receive our 2023 annual audited financial statements

2. Elect eight directors for the coming year

1. Re-appointKPMG as auditor for the coming year
2. Authorize the directors to set the auditor's pay
3. Approve a non-binding advisory resolution on executive compensation

Table of Contents at a Glance

• Proxy Summary

• Message to Shareholders
  9 Table of Contents
  11 Shareholder and Voting Information
  14 Business of Meeting
  16 Director Nominees and Compensation
  28 Environment, Social and Governance
  66 Compensation Discussion & Analysis
  112 Frequently Asked Questions

Deliver on our commitments of sfe, inclusive workplces, ened nd prosperous communities, responsibly produced products nd helthy nturl environments

t

y

Toether, we

re buildin sfe,

sustinble, hih-qulity

business in the old

minin sector, cretin

vlue tody nd for future enertions.

Peo pl e & C p

b i l i t i

e

s

C

O

U

R

A

G

E

Deliver the orniztionl nd individul cpbilities required to enble our culture nd chieve our strtey

Deliver vlue-ddin rowth nd be known for opertionl excellence monst mid-size old compnies with reputtion of successful project delivery

O p

e

r

c

e

&

R

Deliver bove-vere shreholder returns monst our peer roup nd expnd our business to rech the next tier of old minin peers

Portfolio of Long-life and

High-quality Assets

with operations in Türkiye, Greece and Canada

Financing Secured for Strategic Skouries Project

Pipeline of Strategic Growth Projects

Development projects that include Skouries and Perama Hill. Commercial production at Skouries is expected by the end of 2025

Strong ESG Performance

as a mid-cap miner

Production Growth

through organic growth projects at existing operations. Annual production is expected to increase to 675,000- 735,000 ounces in 2027

Committed to Fostering Safe and Inclusive Workplaces

that value diversity, personal growth and innovation

Environmental Leadership (E)

• As of 2022, implemented over 11,500 tCO2e of GHG-emissions mitigations, representing 20% of our target total, which is equivalent to approximately 59,000 tCO2e by 2030, on a "business- as-usual" basis
• Detailed how we plan to achieve our GHG emissions mitigation target in our 2022 Climate Change & GHG Emissions Report

Social Impact (S)

• Established Community of Interest committees in each of our operating jurisdictions, composed of community leaders, youth, Indigenous representatives, technical experts and others, to receive regular, independent feedback on how we manage our impacts

Strong Governance Practices (G)

• Diverse board nominees with 50% women, exceeding our aspirational target of at least 40% representation from designated groups.
• Environmental, social and governance performance impacts 30% of the corporate objectives of the Short-Term Incentive Plan
• Adopted a Supplier Code of Conduct to help govern suppliers with whom we do business, according to Eldorado's expectations for business ethics, human rights, health and safety, environment, social performance, and others

Eldorado's sustainability framework embodies our pledge to incorporate sustainability from the ground up in service of our corporate vision to build a safe, sustainable and high-quality business in the gold mining sector, creating value today and for future generations. This means we consider sustainability in everything we do, from exploration to closure, and in our relationships with communities, investors, customers and other important stakeholders.

Our sustainability framework articulates four pillars that highlight our commitments across environmental, social and governance indicators. By delivering on these pillars, we believe we will continue to be a preferred partner for host communities and countries and have access to capital to enable us to grow our business for the benefit of all stakeholders.

Vision

nd

Vlues

Sustinbility Frmework

Carissa Browning

Corporate Director

Lawyer, EnerNEXT

Committee Membership:

• Corporate Governance and Nominating Committee
• Sustainability Committee

Judith Mosely Corporate Director

Committee Membership:

• Audit Committee
• Sustainability Committee

George Burns

President & Chief

Executive Officer

Steven Reid Corporate Director

Committee Membership:

• Compensation Committee
• Technical Committee
• Board Chair

Teresa Conway Corporate Director

Committee Membership:

• Audit Committee
• Compensation Committee

Stephen Walker Corporate Director

Committee Membership:

• Audit Committee
• Technical Committee

Catharine Farrow

Corporate Director

President,

FarExGeoMine Ltd.

Committee Membership:

• Compensation Committee
• Sustainability Committee
• Technical Committee

John Webster Corporate Director

Committee Membership:

• Audit Committee
• Corporate Governance and Nominating Committee

Diversity

>6 yers 29%

<6 yers 71%

5 Years

is the average tenure of our independent director nominees

Dear Fellow Shareholders,

On behalf of the Board of Directors of Eldorado Gold Corporation, we are pleased to present Eldorado Gold's 2024 Management Proxy Circular (the "Circular") and Notice of our 2024 Annual Meeting of Shareholders, which will be held in a physical and virtual hybrid format on Tuesday, June 4, 2024, at 3:00p.m. (Pacific Time). For information on how to attend the meeting, please refer to the 2024 Notice of Annual Meeting of Shareholders on page 11.

This Circular contains important information, including the items of business for consideration at our meeting as well as discussions of our corporate governance practices and approach to executive compensation. We encourage you to familiarize yourself with the content included in the Circular before you decide how to vote your shares. Your participation as a shareholder is important to us, and we encourage you to exercise your vote at the meeting or to submit your proxy or voting instruction form ahead of the proxy cut-offdeadline of 3:00p.m. (Pacific Time) on Friday, May 31, 2024.

In the letter that follows, we provide more information about Eldorado's performance in 2023 and the opportunities ahead for our business, demonstrating our path to continued value creation for all of our stakeholders.

More investors are recognizing the value proposition that Eldorado Gold holds, and we are pleased to say that Eldorado was one of the top performing gold mining stocks on the TSX in 2023.

2023 YEAR IN REVIEW

As we reflect on 2023, this past year has heralded significant milestones as we delivered on key initiatives at Eldorado Gold that supported both the advancement of opportunities at our existing operations and progress on our growth trajectory.

We restarted full construction on our key Skouries project in Greece, following the closing of the €680 million project financing facility from two Greek banks; we closed on a CDN$81.5 million strategic investment in Eldorado from the European Bank for Reconstruction and Development ("EBRD") in support of the Skouries development; we safely delivered on numerous key initiatives across our operations to generate free cash flow; and we continue to feed our pipeline of strategic growth projects unique amongst our peers.

Health & Safety

The health and safety of our people is at the core of everything we do. At Eldorado Gold, we are focused on a safety-first culture as part of our commitment to our people, their families, and the communities in which we operate.

Our health and safety strategy aims to prevent occupational fatalities and injuries. If they occur, our objective as a continuous improvement-focused organization is to understand why they occurred and to take steps to mitigate the possibility of them reoccurring in the future.

In 2023, we made a step-change in our process for investigating and sharing outcomes and learnings from our potentially fatal occurrences ("PFO"). In our industry, these are the most significant health and safety events that have the potential to result in fatal injuries. We are continuing to make progress, with reductions in our PFO frequency rate (-23%) and lost time injury frequency rate (-45%). Our total recordable injury frequency rate remained generally consistent with 2022, following a four-year downward trend.

Our teams received several safety awards in 2023, including the Euromines Silver Safety Award in recognition of innovation and best practices for mitigating safety risks in the industry, and two recognitions at the Health & Safety Awards in Greece for the development and implementation of new safety systems.

In 2023, we also conducted our first health and safety perceptions survey with our global workforce. Across our organization, we heard from nearly 70% of our employees. The feedback received will help us in shaping our strategy going forward.

While we are proud of our safety performance and our employees' commitment to safe operations, we know there's more to be done. Our health and safety journey will continue in 2024 with focused Courageous Safety Leadership to prevent high-potential incidents and further empower our employees to promote a positive health and safety culture.

PROXY SUMMARY

Operational & Financial Performance

Our operations delivered a strong performance this year. Across our four operating mines, we produced 485,139 ounces of gold at an all-in sustaining cost ("AISC")(1) of $1,220 per ounce, achieving our guidance.

Our operational teams should be commended for a solid fourth quarter, yielding 143,166 ounces of gold production. We'd also like to commend the resilience demonstrated by employees at Kışladağ and Lamaque for overcoming extraordinary weather-related events in the second quarter relating to heavy rains and wildfires, respectively.

In 2023, we focused on execution and delivering key initiatives across our operations.

At Kışladağ, we successfully commissioned the new agglomeration drum and upgraded the materials-handling systems. In July, stacking commenced on the newly commissioned North Heap Leach Pad, with three cells under leach; Olympias started up its higher-capacity ventilation system and implemented bulk-emulsion explosives blasting, continued productivity improvements at the mine and the mill, and received government approval for the expansion of the processing facility to 650 ktpa and improvements to the Stratoni port; Lamaque converted a portion of the Ormaque inferred resources into the indicated category in preparation for an initial reserve later this year; and Efemçukuru met guidance for the ninth consecutive year.

Our most important milestone during the year was restarting full construction at our Skouries project in the second quarter. Activity ramped up through the year with mobilization of key contractors. Progress continued on construction of the haul roads to allow for the build of the earthworks structures. In addition, progress on the open pit pre-stripping is supporting construction of the haul roads and water management ponds. Earthworks and the foundation for the filter plant and crusher areas are underway and the team is ramping up on the major earthworks for the Integrated Extractive Waste Management Facility and water management structures. On the critical path is the filter-plant building, which continued to advance. The piling work has begun and the filter press plates have arrived on site, with the frames for supporting the filter press plates currently being fabricated.

Overall, this was an exciting year for the advancement of our Skouries asset, with first production expected in the third quarter of 2025.

By remaining focused on our deliverables and completing these critical activities, we have set up our operations for success to deliver consistent, sustainable results through continued execution.

In 2023, we reported a net earnings attributable to shareholders from continuing operations(1) of $106.2 million ($0.55 earnings per share), compared to a net loss of $49.2 million ($0.27 loss per share) in 2022. The increase was due to higher revenue and lower mine standby costs, write-downs of assets, and income taxes.

Our cash operating costs(1) averaged $743 per ounce sold, a decrease from $788 per ounce sold in 2022, and in line with our lowered guidance range for the year. The decrease was primarily due to higher production and slightly lower unit costs of key consumables, including energy and fuel.

Our all-in sustaining costs(1) were within our tightened guidance range and totalled $1,220 per ounce sold in 2023, compared to $1,276 per ounce sold in 2022. Consolidated 2023 AISC were lower than 2022 by 4% at a time when the industry-wide costs are rising due to global inflationary pressures. This was driven mainly by a decrease in cash operating costs per ounce sold and lower sustaining capital expenditures, partially offset by higher royalties due to higher metal prices.

We ended 2023 in a solid position with a cash and cash equivalent balance of $542 million. During the year, we took steps to strengthen our balance sheet to ensure we are well- funded to complete construction of Skouries, to fund other growth initiatives and to continue advancing continuous improvement projects across our assets.

This included closing on a €680 million project financing facility for the development of Skouries in April 2023 (the "Skouries Project Financing Facility"). The facility is structured to provide 80% of the funding required to complete the project. Subsequently, in June 2023, Eldorado closed a CDN$81.5 million strategic investment from the EBRD, with the funds to be invested in the Skouries project. These efforts were recognized in December 2023 with Eldorado Gold winning top honours and the Project Financing of the Year Award for the Skouries Project Financing Facility at the Resourcing Tomorrow Awards in London.

We also completed a bought-deal offering in June 2023 for gross proceeds of CDN$135.2 million, expected to be used in part to fund growth initiatives across Eldorado's portfolio. Additionally, in order to manage potential cash flow variability during the Skouries construction period, Eldorado entered into a series of zero-costgold-collar contracts in May 2023.

In addition to the actions noted above, we also maintain our exposure to future value creation through our 18% equity stake in G Mining, as they progress on the build of the Tocantinzinho gold project in Brazil that is expected to be in commercial production during the second half of 2024.

We continue to focus on maintaining a strong financial position through 2024, which will allow us to continue to advance our growth strategy and unlock value across our business.

Sustainability

Sustainability is a core pillar of our company strategy, and we consider it in all aspects of our business, from exploration to closure.

Our Sustainability Integrated Management System ("SIMS") provides performance-based standards for all Eldorado sites in the areas of occupational health and safety, environmental performance, social performance, security, and general management of sustainability topics. As part of our sustainability governance, we conduct regular self-assessments and audits to ensure compliance, assess performance and drive continual improvement. This process includes third-party assessments, such as the Mining Association of Canada's Towards Sustainable Mining ("TSM") standard verification.

In Greece, our operations demonstrated sustainability in action, first undergoing a SIMS compliance verification in May, while being subject to a third-party verification against the TSM protocols and Responsible Gold Mining Principles in September for the first time. Our Kassandra Mines achieved Triple A ratings across all indicators for tailings management and biodiversity and met all TSM "Yes" requirements. Our next SIMS compliance verification and subsequent TSM protocol verification is planned for Türkiye in 2024.

Since introducing our Climate Change Strategy three years ago, we have taken major steps to operationalize energy and greenhouse gas ("GHG") emissions standards within SIMS. Our initial target is to mitigate 30% of our 2020 GHG emissions at existing operations by 2030 (our management and site-level teams collaborated to define achievable opportunities to help us meet that goal).

In August, we published our second annual Climate Change and GHG Emissions Report, which introduced Eldorado's GHG Emissions Target Achievement Pathway, comprising four levers: operational efficiencies and continuous improvement; technologies, processes and energy generation; grid decarbonization; and mine planning and operational changes. These opportunities will help mitigate our emissions, and we are already discovering these levers often provide multiple benefits that extend even further.

For example,

this past year, we introduced our first electric ore haul truck at our underground Lamaque mine in Québec - a first in the Canadian province.

PROXY SUMMARY

Although the mine is already recognized as one of the lowest GHG-emitting gold mines in the world, thanks in large part to access to hydroelectricity and the implementation of energy- efficiency projects, it is expected that the two electric haul trucks we have ordered will, once fully operational, mitigate GHG emissions estimated at 1,700 tCO2 per year. Additionally, this new technology will support protecting the health and safety of our employees by reducing underground diesel emissions as well as lowering our operating costs due to improvements in production efficiency.

In May, Eldorado released our first-ever Supplier Code of Conduct, marking an important step in our responsible supply- chain journey and fulfilling a requirement of both the World Gold Council's Responsible Gold Mining Principles ("RGMP"), TSM and SIMS. Additionally, Eldorado received assurance

of full conformance with the World Gold Council's RGMP requirements with the issuance of our third-year RGMP report in 2023.

We believe diverse and inclusive boards and teams are a source of competitive advantage and integral to our effective stewardship of the Company for the benefit of all our stakeholders. We are pleased to have exceeded our target of a minimum of 30% women directors on our Board since 2020 and at least an additional 10% of directors represented by one or more designated groups (beyond women) since 2022. If elected at our upcoming AGM, four of Eldorado's eight directors will be women and one director will be from other designated groups. We continue to work towards our goals for our senior management team and to drive diversity and inclusion efforts across our operations through local recruitment and procurement practices.

We are proud to be ranked first in our sector (Materials), and 27th overall, in the Globe and Mail's 2023 Board Games, on the index-wide ranking across the S&P/TSX Composite Index in recognition of the quality of our governance practices and disclosure. Our Diversity Policy, first adopted in 2018, demonstrates our commitment to building a diverse and inclusive culture for all employees, senior management and the Board of Directors.

PROXY SUMMARY

GROWTH & OUTLOOK

As we look ahead, there's one thing that's clear - this is an exciting time to be a part of Eldorado Gold.

We expect production growth over the next four years that we anticipate will see us move from producing just under 500K ounces of gold per year to over 700K ounces of gold per year by 2027.

This would represent growth of 45% over 2023 production levels.

That starts with the Skouries project in Greece. Following the closing of the Strategic Project Financing Facility mentioned above, we advanced into full construction. The project is fully funded, and first production is expected in the third quarter of 2025.

Once into full operation, Skouries is expected to produce an average of 140,000 ounces of gold and 67 million pounds of copper per year. The copper byproduct revenues are expected to cover the operating and sustaining costs. Skouries will also see Eldorado become one of the larger copper producers in the European Union, supplying that critical mineral to support electrification and the green transition.

While we advance construction at Skouries, we continue to be focused on delivering value drivers at our existing operations. At Lamaque, we are advancing resource-conversion drilling of the upper two-thirds of the Ormaque deposit, and we expect to announce an inaugural reserve in 2024. In Türkiye, we will see the first full-year benefit of the new North Heap Leach Pad and the new agglomeration drum at Kışladağ that will continue to support increased throughput and recoveries. We will

also advance resource conversion of the Kokarpinar and Bati deposits at Efemçukuru. In Greece, we will continue building on the productivity improvements we've seen at Olympias that are yielding positive operational results.

2023 was quite a year, and we're only just getting started. We appreciate your continued participation as a shareholder in Eldorado Gold, and we encourage you to exercise your right to vote. We thank you for your continued support of Eldorado Gold and hope you will join us virtually or in-person at our 2024 Annual Meeting of Shareholders.

As part of our Board succession plan, Pamela Gibson will not be standing for re-election. We would like to thank Pamela for her commitment, tireless effort and dedication to Eldorado during her time on the Board. Since joining the Board in 2014, she has been a key driver of our governance efforts and has championed our diversity and inclusion achievements. Thank you, Pamela, for all you have done for Eldorado. We wish you well in all your future endeavours.

Sincerely,