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OceanaGold Corporation Proxy Solicitation & Information Statement 2016

May 10, 2016

46039_rns_2016-05-09_c451693f-17eb-45f6-8d47-af2bb1f1c76c.pdf

Proxy Solicitation & Information Statement

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OGCQ 000001

SAM SAMPLE 123 SAMPLES STREET SAMPLETOWN SS X9X X9X CANADA

Security Class COMMON SHARES

Holder Account Number

C9999999999 IND

Form of Proxy - Annual General and Special Meeting to be held on June 9, 2016 at 2:00 PM (EDT)

This Form of Proxy is solicited by and on behalf of Management.

Notes to proxy

  1. Every holder has the right to appoint some other person or company of their choice, who need not be a holder, to attend and act on their behalf at the meeting or any adjournment or postponement thereof. If you wish to appoint a person or company other than the persons whose names are printed herein, please insert the name of your chosen proxyholder in the space provided (see reverse).

  2. If the securities are registered in the name of more than one owner (for example, joint ownership, trustees, executors, etc.), then all those registered should sign this proxy. If you are voting on behalf of a corporation or another individual you must sign this proxy with signing capacity stated, and you may be required to provide documentation evidencing your power to sign this proxy.

  3. This proxy should be signed in the exact manner as the name(s) appear(s) on the proxy.

  4. If this proxy is not dated, it will be deemed to bear the date on which it is mailed by Management to the holder.

  5. The securities represented by this proxy will be voted as directed by the holder, however, if such a direction is not made in respect of any matter, this proxy will be voted as recommended by Management.

  6. The securities represented by this proxy will be voted in favour or withheld from voting or voted against each of the matters described herein, as applicable, in accordance with the instructions of the holder, on any ballot that may be called for and, if the holder has specified a choice with respect to any matter to be acted on, the securities will be voted accordingly.

  7. This proxy confers discretionary authority in respect of amendments or variations to matters identified in the Notice of Meeting or other matters that may properly come before the meeting or any adjournment or postponement thereof.

  8. This proxy should be read in conjunction with the accompanying documentation provided by Management.

Proxies submitted must be received by 2:00 PM (EDT) on June 7, 2016.

VOTE USING THE TELEPHONE OR INTERNET 24 HOURS A DAY 7 DAYS A WEEK!

To Vote Using the Telephone

To Vote Using the Internet
• Go to the following web site:
www.investorvote.com
• Smartphone?
Scan the QR code to vote now.

  • Call the number listed BELOW from a touch tone telephone.

  • Smartphone?

  • 1-866-732-VOTE (8683) Toll Free Scan the QR code to vote now.

If you vote by telephone or the Internet, DO NOT mail back this proxy.

Voting by mail may be the only method for securities held in the name of a corporation or securities being voted on behalf of another individual.

Voting by mail or by Internet are the only methods by which a holder may appoint a person as proxyholder other than the Management nominees named on the reverse of this proxy. Instead of mailing this proxy, you may choose one of the two voting methods outlined above to vote this proxy.

To vote by telephone or the Internet, you will need to provide your CONTROL NUMBER listed below.

CONTROL NUMBER 23456 78901 23456

OGCQ_PRX_228404/000001/000001/i

SAM SAMPLE

C9999999999

IND C01

C9999999999
C9999999999

Appointment of Proxyholder

I/We being shareholder(s) of OceanaGold Corporation hereby appoint : Liang Tang, Company Secretary, or failing her, Darren Klinck, Head of Business Development,

OR

Print the name of the person you are appointing if this person is someone other than the Chairman of the Meeting.

as my/our proxyholder with full power of substitution and to attend, act and to vote for and on behalf of the shareholder in accordance with the following direction (or if no directions have been given, as the proxyholder sees fit) and all other matters that may properly come before the Annual General and Special Meeting of shareholders of OceanaGold Corporation (the "Meeting") to be held at Fairmont Royal York, 100 Front Street West, Toronto, Ontario, M5J 1E3, Canada, on June 9, 2016 at 2:00 PM (Eastern Daylight Time) and at any adjournment or postponement thereof.

VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.
1.Election of Directors For Withhold For Withhold For Withhold
01. James E. Askew 02. Jose P. Leviste, Jr. 03. Geoff W. Raby
04. J. Denham Shale 05. Michael F. Wilkes 06. William H. Myckatyn -------
Fold
07. Paul B. Sweeney 08. Diane R. Garrett
For Withhold
2.Appointment of Auditors
Appointment of PricewaterhouseCoo
pers as Auditors o f the Company for the ensuing ye ar and authori zing the Directors to fix their remuneration. For Against
3.Non-Executive Directors’ Fees
Approval of a resolution to increase t
Information Circular.
he aggre gate Non -Executive Directors’ fees, as mo re particularly described in the accompanying Management For Against

4. Non-Binding Advisory Vote on Executive Compensation

Approval of a non-binding advisory resolution accepting the approach to executive compensation disclosed in the Company’s accompanying Management Information Circular.

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Authorized Signature(s) - This section must be completed for your instructions to be executed.

I/We authorize you to act in accordance with my/our instructions set out above. I/We hereby revoke any proxy previously given with respect to the Meeting. If no voting instructions are indicated above, this Proxy will be voted as recommended by Management.

Signature(s)

Date

Interim Financial Statements - Mark this box if you would like to receive Interim Financial Statements and accompanying Management’s Discussion and Analysis by mail.

Annual Financial Statements - Mark this box if you would like to receive the Annual Financial Statements and accompanying Management’s Discussion and Analysis by mail.

If you are not mailing back your proxy, you may register online to receive the above financial report(s) by mail at www.computershare.com/mailinglist.

O G C Q

2 2 8 4 0 4

1 P I Z

A R 1

9 9 9 9 9

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OGCQ 000002

SAM SAMPLE 123 SAMPLES STREET SAMPLETOWN SS X9X X9X CANADA

Security Class COMMON 144A LEGEND

Holder Account Number

C9999999999 IND

Form of Proxy - Annual General and Special Meeting to be held on June 9, 2016 at 2:00 PM (EDT)

This Form of Proxy is solicited by and on behalf of Management.

Notes to proxy

  1. Every holder has the right to appoint some other person or company of their choice, who need not be a holder, to attend and act on their behalf at the meeting or any adjournment or postponement thereof. If you wish to appoint a person or company other than the persons whose names are printed herein, please insert the name of your chosen proxyholder in the space provided (see reverse).

  2. If the securities are registered in the name of more than one owner (for example, joint ownership, trustees, executors, etc.), then all those registered should sign this proxy. If you are voting on behalf of a corporation or another individual you must sign this proxy with signing capacity stated, and you may be required to provide documentation evidencing your power to sign this proxy.

  3. This proxy should be signed in the exact manner as the name(s) appear(s) on the proxy.

  4. If this proxy is not dated, it will be deemed to bear the date on which it is mailed by Management to the holder.

  5. The securities represented by this proxy will be voted as directed by the holder, however, if such a direction is not made in respect of any matter, this proxy will be voted as recommended by Management.

  6. The securities represented by this proxy will be voted in favour or withheld from voting or voted against each of the matters described herein, as applicable, in accordance with the instructions of the holder, on any ballot that may be called for and, if the holder has specified a choice with respect to any matter to be acted on, the securities will be voted accordingly.

  7. This proxy confers discretionary authority in respect of amendments or variations to matters identified in the Notice of Meeting or other matters that may properly come before the meeting or any adjournment or postponement thereof.

  8. This proxy should be read in conjunction with the accompanying documentation provided by Management.

Proxies submitted must be received by 2:00 PM (EDT) on June 7, 2016.

VOTE USING THE TELEPHONE OR INTERNET 24 HOURS A DAY 7 DAYS A WEEK!

To Vote Using the Telephone

To Vote Using the Internet
• Go to the following web site:
www.investorvote.com
• Smartphone?
Scan the QR code to vote now.

  • Call the number listed BELOW from a touch tone telephone.

  • Smartphone?

  • 1-866-732-VOTE (8683) Toll Free Scan the QR code to vote now.

If you vote by telephone or the Internet, DO NOT mail back this proxy.

Voting by mail may be the only method for securities held in the name of a corporation or securities being voted on behalf of another individual.

Voting by mail or by Internet are the only methods by which a holder may appoint a person as proxyholder other than the Management nominees named on the reverse of this proxy. Instead of mailing this proxy, you may choose one of the two voting methods outlined above to vote this proxy.

To vote by telephone or the Internet, you will need to provide your CONTROL NUMBER listed below.

CONTROL NUMBER 23456 78901 23456

OGCQ_PRX_228404/000002/000002/i

SAM SAMPLE

C9999999999

IND OT1

C9999999999
C9999999999

Appointment of Proxyholder

I/We being shareholder(s) of OceanaGold Corporation hereby appoint : Liang Tang, Company Secretary, or failing her, Darren Klinck, Head of Business Development,

OR

Print the name of the person you are appointing if this person is someone other than the Chairman of the Meeting.

as my/our proxyholder with full power of substitution and to attend, act and to vote for and on behalf of the shareholder in accordance with the following direction (or if no directions have been given, as the proxyholder sees fit) and all other matters that may properly come before the Annual General and Special Meeting of shareholders of OceanaGold Corporation (the "Meeting") to be held at Fairmont Royal York, 100 Front Street West, Toronto, Ontario, M5J 1E3, Canada, on June 9, 2016 at 2:00 PM (Eastern Daylight Time) and at any adjournment or postponement thereof.

VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.
1.Election of Directors
For
Withhol d For Withhold For Withhold
01. James E. Askew 02. Jose P. Leviste, Jr. 03. Geoff W. Raby
04. J. Denham Shale 05. Michael F. Wilkes 06. William H. Myckatyn
07. Paul B. Sweeney 08. Diane R. Garrett
For Withhold
2.Appointment of Auditors
Appointment of PricewaterhouseCoopers as
Auditors o f the Company for the ensuing ye ar and authori zing the Di rectors to fix their remuneration. For Against
3.Non-Executive Directors’ Fees
Approval of a resolution to increase the aggre
Information Circular.
gate Non -Executive Directors’ fees, as mo re particularly described i n the accompanying Management For Against

4. Non-Binding Advisory Vote on Executive Compensation

Approval of a non-binding advisory resolution accepting the approach to executive compensation disclosed in the Company’s accompanying Management Information Circular.

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Authorized Signature(s) - This section must be completed for your instructions to be executed.

I/We authorize you to act in accordance with my/our instructions set out above. I/We hereby revoke any proxy previously given with respect to the Meeting. If no voting instructions are indicated above, this Proxy will be voted as recommended by Management.

Signature(s)

Date

Interim Financial Statements - Mark this box if you would like to receive Interim Financial Statements and accompanying Management’s Discussion and Analysis by mail.

Annual Financial Statements - Mark this box if you would like to receive the Annual Financial Statements and accompanying Management’s Discussion and Analysis by mail.

If you are not mailing back your proxy, you may register online to receive the above financial report(s) by mail at www.computershare.com/mailinglist.

O G C Q

2 2 8 4 0 4

1 P I Z

A R 1

9 9 9 9 9

------Fold

------Fold

OGCQ 000003

SAM SAMPLE 123 SAMPLES STREET SAMPLETOWN SS X9X X9X AUSTRALIA

Security Class COMMON SHARES

Holder Account Number

C9999999999 IND

Form of Proxy - Annual General and Special Meeting to be held on June 9, 2016 at 2:00 PM (EDT)

This Form of Proxy is solicited by and on behalf of Management.

Notes to proxy

  1. Every holder has the right to appoint some other person or company of their choice, who need not be a holder, to attend and act on their behalf at the meeting or any adjournment or postponement thereof. If you wish to appoint a person or company other than the persons whose names are printed herein, please insert the name of your chosen proxyholder in the space provided (see reverse).

  2. If the securities are registered in the name of more than one owner (for example, joint ownership, trustees, executors, etc.), then all those registered should sign this proxy. If you are voting on behalf of a corporation or another individual you must sign this proxy with signing capacity stated, and you may be required to provide documentation evidencing your power to sign this proxy.

  3. This proxy should be signed in the exact manner as the name(s) appear(s) on the proxy.

  4. If this proxy is not dated, it will be deemed to bear the date on which it is mailed by Management to the holder.

  5. The securities represented by this proxy will be voted as directed by the holder, however, if such a direction is not made in respect of any matter, this proxy will be voted as recommended by Management.

  6. The securities represented by this proxy will be voted in favour or withheld from voting or voted against each of the matters described herein, as applicable, in accordance with the instructions of the holder, on any ballot that may be called for and, if the holder has specified a choice with respect to any matter to be acted on, the securities will be voted accordingly.

  7. This proxy confers discretionary authority in respect of amendments or variations to matters identified in the Notice of Meeting or other matters that may properly come before the meeting or any adjournment or postponement thereof.

  8. This proxy should be read in conjunction with the accompanying documentation provided by Management.

Proxies submitted must be received by 2:00 PM (EDT) on June 7, 2016.

VOTE USING THE TELEPHONE OR INTERNET 24 HOURS A DAY 7 DAYS A WEEK!

To Vote Using the Telephone

  • Call the number listed BELOW from a touch tone telephone.

312-588-4290 Direct Dial

To Vote Using the Internet
• Go to the following web site:
www.investorvote.com
• Smartphone?
Scan the QR code to vote now.

If you vote by telephone or the Internet, DO NOT mail back this proxy.

Voting by mail may be the only method for securities held in the name of a corporation or securities being voted on behalf of another individual.

Voting by mail or by Internet are the only methods by which a holder may appoint a person as proxyholder other than the Management nominees named on the reverse of this proxy. Instead of mailing this proxy, you may choose one of the two voting methods outlined above to vote this proxy.

To vote by telephone or the Internet, you will need to provide your CONTROL NUMBER listed below.

CONTROL NUMBER 23456 78901 23456

OGCQ_PRX_228404/000003/000003/i

SAM SAMPLE

C9999999999

IND C01

C9999999999
C9999999999

Appointment of Proxyholder

I/We being shareholder(s) of OceanaGold Corporation hereby appoint : Liang Tang, Company Secretary, or failing her, Darren Klinck, Head of Business Development,

OR

Print the name of the person you are appointing if this person is someone other than the Chairman of the Meeting.

as my/our proxyholder with full power of substitution and to attend, act and to vote for and on behalf of the shareholder in accordance with the following direction (or if no directions have been given, as the proxyholder sees fit) and all other matters that may properly come before the Annual General and Special Meeting of shareholders of OceanaGold Corporation (the "Meeting") to be held at Fairmont Royal York, 100 Front Street West, Toronto, Ontario, M5J 1E3, Canada, on June 9, 2016 at 2:00 PM (Eastern Daylight Time) and at any adjournment or postponement thereof.

VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.
1.Election of Directors For Withhold For Withhold For Withhold
01. James E. Askew 02. Jose P. Leviste, Jr. 03. Geoff W. Raby
04. J. Denham Shale 05. Michael F. Wilkes 06. William H. Myckatyn -------
Fold
07. Paul B. Sweeney 08. Diane R. Garrett
For Withhold
2.Appointment of Auditors
Appointment of PricewaterhouseCoo
pers as Auditors o f the Company for the ensuing ye ar and authori zing the Directors to fix their remuneration. For Against
3.Non-Executive Directors’ Fees
Approval of a resolution to increase t
Information Circular.
he aggre gate Non -Executive Directors’ fees, as mo re particularly described in the accompanying Management For Against

4. Non-Binding Advisory Vote on Executive Compensation

Approval of a non-binding advisory resolution accepting the approach to executive compensation disclosed in the Company’s accompanying Management Information Circular.

------Fold

Authorized Signature(s) - This section must be completed for your instructions to be executed.

I/We authorize you to act in accordance with my/our instructions set out above. I/We hereby revoke any proxy previously given with respect to the Meeting. If no voting instructions are indicated above, this Proxy will be voted as recommended by Management.

Signature(s)

Date

Interim Financial Statements - Mark this box if you would like to receive Interim Financial Statements and accompanying Management’s Discussion and Analysis by mail.

Annual Financial Statements - Mark this box if you would like to receive the Annual Financial Statements and accompanying Management’s Discussion and Analysis by mail.

If you are not mailing back your proxy, you may register online to receive the above financial report(s) by mail at www.computershare.com/mailinglist.

O G C Q

2 2 8 4 0 4

1 P I Z

A R 1

9 9 9 9 9

------Fold

------Fold

OGCQ 000004

SAM SAMPLE 123 SAMPLES STREET SAMPLETOWN SS X9X X9X AUSTRALIA

Security Class COMMON 144A LEGEND

Holder Account Number

C9999999999 IND

Form of Proxy - Annual General and Special Meeting to be held on June 9, 2016 at 2:00 PM (EDT)

This Form of Proxy is solicited by and on behalf of Management.

Notes to proxy

  1. Every holder has the right to appoint some other person or company of their choice, who need not be a holder, to attend and act on their behalf at the meeting or any adjournment or postponement thereof. If you wish to appoint a person or company other than the persons whose names are printed herein, please insert the name of your chosen proxyholder in the space provided (see reverse).

  2. If the securities are registered in the name of more than one owner (for example, joint ownership, trustees, executors, etc.), then all those registered should sign this proxy. If you are voting on behalf of a corporation or another individual you must sign this proxy with signing capacity stated, and you may be required to provide documentation evidencing your power to sign this proxy.

  3. This proxy should be signed in the exact manner as the name(s) appear(s) on the proxy.

  4. If this proxy is not dated, it will be deemed to bear the date on which it is mailed by Management to the holder.

  5. The securities represented by this proxy will be voted as directed by the holder, however, if such a direction is not made in respect of any matter, this proxy will be voted as recommended by Management.

  6. The securities represented by this proxy will be voted in favour or withheld from voting or voted against each of the matters described herein, as applicable, in accordance with the instructions of the holder, on any ballot that may be called for and, if the holder has specified a choice with respect to any matter to be acted on, the securities will be voted accordingly.

  7. This proxy confers discretionary authority in respect of amendments or variations to matters identified in the Notice of Meeting or other matters that may properly come before the meeting or any adjournment or postponement thereof.

  8. This proxy should be read in conjunction with the accompanying documentation provided by Management.

Proxies submitted must be received by 2:00 PM (EDT) on June 7, 2016.

VOTE USING THE TELEPHONE OR INTERNET 24 HOURS A DAY 7 DAYS A WEEK!

To Vote Using the Telephone

  • Call the number listed BELOW from a touch tone telephone.

312-588-4290 Direct Dial

To Vote Using the Internet
• Go to the following web site:
www.investorvote.com
• Smartphone?
Scan the QR code to vote now.

If you vote by telephone or the Internet, DO NOT mail back this proxy.

Voting by mail may be the only method for securities held in the name of a corporation or securities being voted on behalf of another individual.

Voting by mail or by Internet are the only methods by which a holder may appoint a person as proxyholder other than the Management nominees named on the reverse of this proxy. Instead of mailing this proxy, you may choose one of the two voting methods outlined above to vote this proxy.

To vote by telephone or the Internet, you will need to provide your CONTROL NUMBER listed below.

CONTROL NUMBER 23456 78901 23456

OGCQ_PRX_228404/000004/000004/i

SAM SAMPLE

C9999999999

IND OT1

C9999999999
C9999999999

Appointment of Proxyholder

I/We being shareholder(s) of OceanaGold Corporation hereby appoint : Liang Tang, Company Secretary, or failing her, Darren Klinck, Head of Business Development,

OR

Print the name of the person you are appointing if this person is someone other than the Chairman of the Meeting.

as my/our proxyholder with full power of substitution and to attend, act and to vote for and on behalf of the shareholder in accordance with the following direction (or if no directions have been given, as the proxyholder sees fit) and all other matters that may properly come before the Annual General and Special Meeting of shareholders of OceanaGold Corporation (the "Meeting") to be held at Fairmont Royal York, 100 Front Street West, Toronto, Ontario, M5J 1E3, Canada, on June 9, 2016 at 2:00 PM (Eastern Daylight Time) and at any adjournment or postponement thereof.

VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.
1.Election of Directors
For
Withhol d For Withhold For Withhold
01. James E. Askew 02. Jose P. Leviste, Jr. 03. Geoff W. Raby
04. J. Denham Shale 05. Michael F. Wilkes 06. William H. Myckatyn
07. Paul B. Sweeney 08. Diane R. Garrett
For Withhold
2.Appointment of Auditors
Appointment of PricewaterhouseCoopers as
Auditors o f the Company for the ensuing ye ar and authori zing the Di rectors to fix their remuneration. For Against
3.Non-Executive Directors’ Fees
Approval of a resolution to increase the aggre
Information Circular.
gate Non -Executive Directors’ fees, as mo re particularly described i n the accompanying Management For Against

4. Non-Binding Advisory Vote on Executive Compensation

Approval of a non-binding advisory resolution accepting the approach to executive compensation disclosed in the Company’s accompanying Management Information Circular.

-------
Fold

------Fold

Authorized Signature(s) - This section must be completed for your instructions to be executed.

I/We authorize you to act in accordance with my/our instructions set out above. I/We hereby revoke any proxy previously given with respect to the Meeting. If no voting instructions are indicated above, this Proxy will be voted as recommended by Management.

Signature(s)

Date

Interim Financial Statements - Mark this box if you would like to receive Interim Financial Statements and accompanying Management’s Discussion and Analysis by mail.

Annual Financial Statements - Mark this box if you would like to receive the Annual Financial Statements and accompanying Management’s Discussion and Analysis by mail.

If you are not mailing back your proxy, you may register online to receive the above financial report(s) by mail at www.computershare.com/mailinglist.

O G C Q

2 2 8 4 0 4

1 P I Z

A R 1

9 9 9 9 9

------Fold

------Fold

OGCQ 000001

SAM SAMPLE 123 SAMPLES STREET SAMPLETOWN SS X9X X9X CANADA

Security Class COMMON SHARES

Holder Account Number

B9999999999 IND

Intermediary

ABCD

Voting Instruction Form ("VIF") - Annual General and Special Meeting to be held on June 9, 2016 at 2:00 PM (EDT)

NON-REGISTERED (BENEFICIAL) SECURITYHOLDERS

  1. We are sending to you the enclosed proxy-related materials that relate to a meeting of the holders of the series or class of securities that are held on your behalf by the intermediary identified above. Unless you attend the meeting and vote in person, your securities can be voted only by management, as proxy holder of the registered holder, in accordance with your instructions.

  2. We are prohibited from voting these securities on any of the matters to be acted upon at the meeting without your specific voting instructions. In order for these securities to be voted at the meeting, it will be necessary for us to have your specific voting instructions. Please complete and return the information requested in this VIF to provide your voting instructions to us promptly.

  3. If you want to attend the meeting and vote in person, please write your name in the place provided for that purpose in this form. You can also write the name of someone else whom you wish to attend the meeting and vote on your behalf. Unless prohibited by law, the person whose name is written in the space provided will have full authority to present matters to the meeting and vote on all matters that are presented at the meeting, even if those matters are not set out in this form or the information circular. Consult a legal advisor if you wish to modify the authority of that person in any way. If you require help, please contact the Registered Representative who services your account.

  4. This VIF should be signed by you in the exact manner as your name appears on the VIF. If these voting instructions are given on behalf of a body corporate set out the full legal name of the body corporate, the name and position of the person giving voting instructions on behalf of the body corporate and the address for service of the body corporate.

  5. If this VIF is not dated, it will be deemed to bear the date on which it is mailed by management to you.

  6. When properly signed and delivered, securities represented by this VIF will be voted as directed by you, however, if such a direction is not made in respect of any matter, the VIF will direct the voting of the securities to be made as recommended in the documentation provided by Management for the meeting.

  7. This VIF confers discretionary authority on the appointee to vote as the appointee sees fit in respect of amendments or variations to matters identified in the notice of meeting or other matters as may properly come before the meeting or any adjournment thereof.

  8. Your voting instructions will be recorded on receipt of the VIF.

  9. By providing voting instructions as requested, you are acknowledging that you are the beneficial owner of, and are entitled to instruct us with respect to the voting of, these securities.

  10. If you have any questions regarding the enclosed documents, please contact the Registered Representative who services your account.

  11. This VIF should be read in conjunction with the information circular and other proxy materials provided by Management.

VIFs submitted must be received by 2:00 PM (EDT) on June 7, 2016.

VOTE USING THE TELEPHONE OR INTERNET 24 HOURS A DAY 7 DAYS A WEEK!

To Vote Using the Telephone

  • Call the number listed BELOW from a touch tone telephone.

  • 1-866-734-VOTE (8683) Toll Free

To Vote Using the Internet
• Go to the following web site:
www.investorvote.com
• Smartphone?
Scan the QR code to vote now.

If you vote by telephone or the Internet, DO NOT mail back this VIF.

Voting by mail may be the only method for securities held in the name of a corporation or securities being voted on behalf of another individual.

Voting by mail or by Internet are the only methods by which a holder may choose an appointee other than the Management appointees named on the reverse of this VIF. Instead of mailing this VIF, you may choose one of the two voting methods outlined above to vote this VIF.

To vote by telephone or the Internet, you will need to provide your CONTROL NUMBER listed below.

CONTROL NUMBER 23456 78901 23456

OGCQ_VIF_228403/000001/000001/i

SAM SAMPLE

B9999999999

IND DT

B9999999999
B9999999999

Appointee(s)

Management Appointees are : Liang Tang, Company Secretary, or OR If you wish to attend in person or appoint failing her, Darren Klinck, Head of Business Development, someone else to attend on your behalf, print your name or the name of your appointee in this space (see Note #3 on reverse).

as my/our appointee to attend, act and to vote in accordance with the following direction (or if no directions have been given, as the appointee sees fit) and all other matters that may properly come before the Annual General and Special Meeting of securityholders of OceanaGold Corporation (the "Meeting") to be held at Fairmont Royal York, 100 Front Street West, Toronto, Ontario, M5J 1E3, Canada, on June 9, 2016 at 2:00 PM (Eastern Daylight Time) and at any adjournment or postponement thereof.

VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.
1.Election of Directors For Withhold For Withhold
01. James E. Askew 02. Jose P. Leviste, Jr. 03. Geoff W. Raby
04. J. Denham Shale 05. Michael F. Wilkes 06. William H. Myckatyn
07. Paul B. Sweeney 08. Diane R. Garrett
For Withhold
-------
Fold
For Withhold
For Against
For Against

For Withhold

2. Appointment of Auditors

Appointment of PricewaterhouseCoopers as Auditors of the Company for the ensuing year and authorizing the Directors to fix their remuneration.

For Against

3. Non-Executive Directors’ Fees

Approval of a resolution to increase the aggregate Non-Executive Directors’ fees, as more particularly described in the accompanying Management Information Circular.

For Against

4. Non-Binding Advisory Vote on Executive Compensation

Approval of a non-binding advisory resolution accepting the approach to executive compensation disclosed in the Company’s accompanying Management Information Circular.

------Fold

Authorized Signature(s) - This section must be completed for your instructions to be executed.

If you are voting on behalf of a corporation or another individual you may be required to provide documentation evidencing your power to sign this VIF with signing capacity stated.

Signature(s)

Date

Interim Financial Statements - Mark this box if you would Annual Financial Statements - Mark this box if you would like to receive Interim Financial Statements and like to receive the Annual Financial Statements and accompanying Management’s Discussion and Analysis by accompanying Management’s Discussion and Analysis by mail. mail.

If you are not mailing back your VIF, you may register online to receive the above financial report(s) by mail at www.computershare.com/mailinglist.

O G C Q

2 2 8 4 0 3

1 V I Z

A R 1

9 9 9 9 9

------Fold

------Fold

OGCQ 000002

SAM SAMPLE 123 SAMPLES STREET SAMPLETOWN SS X9X X9X CANADA

Security Class COMMON 144A LEGEND

Holder Account Number

B9999999999 IND

Intermediary

ABCD

Voting Instruction Form ("VIF") - Annual General and Special Meeting to be held on June 9, 2016 at 2:00 PM (EDT)

NON-REGISTERED (BENEFICIAL) SECURITYHOLDERS

  1. We are sending to you the enclosed proxy-related materials that relate to a meeting of the holders of the series or class of securities that are held on your behalf by the intermediary identified above. Unless you attend the meeting and vote in person, your securities can be voted only by management, as proxy holder of the registered holder, in accordance with your instructions.

  2. We are prohibited from voting these securities on any of the matters to be acted upon at the meeting without your specific voting instructions. In order for these securities to be voted at the meeting, it will be necessary for us to have your specific voting instructions. Please complete and return the information requested in this VIF to provide your voting instructions to us promptly.

  3. If you want to attend the meeting and vote in person, please write your name in the place provided for that purpose in this form. You can also write the name of someone else whom you wish to attend the meeting and vote on your behalf. Unless prohibited by law, the person whose name is written in the space provided will have full authority to present matters to the meeting and vote on all matters that are presented at the meeting, even if those matters are not set out in this form or the information circular. Consult a legal advisor if you wish to modify the authority of that person in any way. If you require help, please contact the Registered Representative who services your account.

  4. This VIF should be signed by you in the exact manner as your name appears on the VIF. If these voting instructions are given on behalf of a body corporate set out the full legal name of the body corporate, the name and position of the person giving voting instructions on behalf of the body corporate and the address for service of the body corporate.

  5. If this VIF is not dated, it will be deemed to bear the date on which it is mailed by management to you.

  6. When properly signed and delivered, securities represented by this VIF will be voted as directed by you, however, if such a direction is not made in respect of any matter, the VIF will direct the voting of the securities to be made as recommended in the documentation provided by Management for the meeting.

  7. This VIF confers discretionary authority on the appointee to vote as the appointee sees fit in respect of amendments or variations to matters identified in the notice of meeting or other matters as may properly come before the meeting or any adjournment thereof.

  8. Your voting instructions will be recorded on receipt of the VIF.

  9. By providing voting instructions as requested, you are acknowledging that you are the beneficial owner of, and are entitled to instruct us with respect to the voting of, these securities.

  10. If you have any questions regarding the enclosed documents, please contact the Registered Representative who services your account.

  11. This VIF should be read in conjunction with the information circular and other proxy materials provided by Management.

VIFs submitted must be received by 2:00 PM (EDT) on June 7, 2016.

VOTE USING THE TELEPHONE OR INTERNET 24 HOURS A DAY 7 DAYS A WEEK!

To Vote Using the Telephone

  • Call the number listed BELOW from a touch tone telephone.

  • 1-866-734-VOTE (8683) Toll Free

To Vote Using the Internet
• Go to the following web site:
www.investorvote.com
• Smartphone?
Scan the QR code to vote now.

If you vote by telephone or the Internet, DO NOT mail back this VIF.

Voting by mail may be the only method for securities held in the name of a corporation or securities being voted on behalf of another individual.

Voting by mail or by Internet are the only methods by which a holder may choose an appointee other than the Management appointees named on the reverse of this VIF. Instead of mailing this VIF, you may choose one of the two voting methods outlined above to vote this VIF.

To vote by telephone or the Internet, you will need to provide your CONTROL NUMBER listed below.

CONTROL NUMBER 23456 78901 23456

OGCQ_VIF_228403/000002/000002/i

SAM SAMPLE

B9999999999

IND DT

B9999999999
B9999999999

Appointee(s)

Management Appointees are : Liang Tang, Company Secretary, or OR If you wish to attend in person or appoint failing her, Darren Klinck, Head of Business Development, someone else to attend on your behalf, print your name or the name of your appointee in this space (see Note #3 on reverse).

as my/our appointee to attend, act and to vote in accordance with the following direction (or if no directions have been given, as the appointee sees fit) and all other matters that may properly come before the Annual General and Special Meeting of securityholders of OceanaGold Corporation (the "Meeting") to be held at Fairmont Royal York, 100 Front Street West, Toronto, Ontario, M5J 1E3, Canada, on June 9, 2016 at 2:00 PM (Eastern Daylight Time) and at any adjournment or postponement thereof.

VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.
1.Election of Directors For Withhold For Withhold
01. James E. Askew 02. Jose P. Leviste, Jr. 03. Geoff W. Raby
04. J. Denham Shale 05. Michael F. Wilkes 06. William H. Myckatyn
07. Paul B. Sweeney 08. Diane R. Garrett
For Withhold
-------
Fold
For Withhold
For Against
For Against

For Withhold

2. Appointment of Auditors

Appointment of PricewaterhouseCoopers as Auditors of the Company for the ensuing year and authorizing the Directors to fix their remuneration.

For Against

3. Non-Executive Directors’ Fees

Approval of a resolution to increase the aggregate Non-Executive Directors’ fees, as more particularly described in the accompanying Management Information Circular.

For Against

4. Non-Binding Advisory Vote on Executive Compensation

Approval of a non-binding advisory resolution accepting the approach to executive compensation disclosed in the Company’s accompanying Management Information Circular.

------Fold

Authorized Signature(s) - This section must be completed for your instructions to be executed.

If you are voting on behalf of a corporation or another individual you may be required to provide documentation evidencing your power to sign this VIF with signing capacity stated.

Signature(s)

Date

Interim Financial Statements - Mark this box if you would Annual Financial Statements - Mark this box if you would like to receive Interim Financial Statements and like to receive the Annual Financial Statements and accompanying Management’s Discussion and Analysis by accompanying Management’s Discussion and Analysis by mail. mail.

If you are not mailing back your VIF, you may register online to receive the above financial report(s) by mail at www.computershare.com/mailinglist.

O G C Q

2 2 8 4 0 3

1 V I Z

A R 1

9 9 9 9 9

------Fold

------Fold

OGCQ 000003

SAM SAMPLE 123 SAMPLES STREET SAMPLETOWN SS X9X X9X AUSTRALIA

Security Class COMMON SHARES

Holder Account Number

B9999999999 IND

Intermediary

ABCD

Voting Instruction Form ("VIF") - Annual General and Special Meeting to be held on June 9, 2016 at 2:00 PM (EDT)

NON-REGISTERED (BENEFICIAL) SECURITYHOLDERS

  1. We are sending to you the enclosed proxy-related materials that relate to a meeting of the holders of the series or class of securities that are held on your behalf by the intermediary identified above. Unless you attend the meeting and vote in person, your securities can be voted only by management, as proxy holder of the registered holder, in accordance with your instructions.

  2. We are prohibited from voting these securities on any of the matters to be acted upon at the meeting without your specific voting instructions. In order for these securities to be voted at the meeting, it will be necessary for us to have your specific voting instructions. Please complete and return the information requested in this VIF to provide your voting instructions to us promptly.

  3. If you want to attend the meeting and vote in person, please write your name in the place provided for that purpose in this form. You can also write the name of someone else whom you wish to attend the meeting and vote on your behalf. Unless prohibited by law, the person whose name is written in the space provided will have full authority to present matters to the meeting and vote on all matters that are presented at the meeting, even if those matters are not set out in this form or the information circular. Consult a legal advisor if you wish to modify the authority of that person in any way. If you require help, please contact the Registered Representative who services your account.

  4. This VIF should be signed by you in the exact manner as your name appears on the VIF. If these voting instructions are given on behalf of a body corporate set out the full legal name of the body corporate, the name and position of the person giving voting instructions on behalf of the body corporate and the address for service of the body corporate.

  5. If this VIF is not dated, it will be deemed to bear the date on which it is mailed by management to you.

  6. When properly signed and delivered, securities represented by this VIF will be voted as directed by you, however, if such a direction is not made in respect of any matter, the VIF will direct the voting of the securities to be made as recommended in the documentation provided by Management for the meeting.

  7. This VIF confers discretionary authority on the appointee to vote as the appointee sees fit in respect of amendments or variations to matters identified in the notice of meeting or other matters as may properly come before the meeting or any adjournment thereof.

  8. Your voting instructions will be recorded on receipt of the VIF.

  9. By providing voting instructions as requested, you are acknowledging that you are the beneficial owner of, and are entitled to instruct us with respect to the voting of, these securities.

  10. If you have any questions regarding the enclosed documents, please contact the Registered Representative who services your account.

  11. This VIF should be read in conjunction with the information circular and other proxy materials provided by Management.

VIFs submitted must be received by 2:00 PM (EDT) on June 7, 2016.

VOTE USING THE TELEPHONE OR INTERNET 24 HOURS A DAY 7 DAYS A WEEK!

To Vote Using the Telephone

  • Call the number listed BELOW from a touch tone telephone.

312-588-4291 Direct Dial

To Vote Using the Internet
• Go to the following web site:
www.investorvote.com
• Smartphone?
Scan the QR code to vote now.

If you vote by telephone or the Internet, DO NOT mail back this VIF.

Voting by mail may be the only method for securities held in the name of a corporation or securities being voted on behalf of another individual.

Voting by mail or by Internet are the only methods by which a holder may choose an appointee other than the Management appointees named on the reverse of this VIF. Instead of mailing this VIF, you may choose one of the two voting methods outlined above to vote this VIF.

To vote by telephone or the Internet, you will need to provide your CONTROL NUMBER listed below.

CONTROL NUMBER 23456 78901 23456

OGCQ_VIF_228403/000003/000003/i

SAM SAMPLE

B9999999999

IND DT

B9999999999
B9999999999

Appointee(s)

Management Appointees are : Liang Tang, Company Secretary, or OR If you wish to attend in person or appoint failing her, Darren Klinck, Head of Business Development, someone else to attend on your behalf, print your name or the name of your appointee in this space (see Note #3 on reverse).

as my/our appointee to attend, act and to vote in accordance with the following direction (or if no directions have been given, as the appointee sees fit) and all other matters that may properly come before the Annual General and Special Meeting of securityholders of OceanaGold Corporation (the "Meeting") to be held at Fairmont Royal York, 100 Front Street West, Toronto, Ontario, M5J 1E3, Canada, on June 9, 2016 at 2:00 PM (Eastern Daylight Time) and at any adjournment or postponement thereof.

VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.
1.Election of Directors For Withhold For Withhold
01. James E. Askew 02. Jose P. Leviste, Jr. 03. Geoff W. Raby
04. J. Denham Shale 05. Michael F. Wilkes 06. William H. Myckatyn
07. Paul B. Sweeney 08. Diane R. Garrett
For Withhold
-------
Fold
For Withhold
For Against
For Against

For Withhold

2. Appointment of Auditors

Appointment of PricewaterhouseCoopers as Auditors of the Company for the ensuing year and authorizing the Directors to fix their remuneration.

For Against

3. Non-Executive Directors’ Fees

Approval of a resolution to increase the aggregate Non-Executive Directors’ fees, as more particularly described in the accompanying Management Information Circular.

For Against

4. Non-Binding Advisory Vote on Executive Compensation

Approval of a non-binding advisory resolution accepting the approach to executive compensation disclosed in the Company’s accompanying Management Information Circular.

------Fold

Authorized Signature(s) - This section must be completed for your instructions to be executed.

If you are voting on behalf of a corporation or another individual you may be required to provide documentation evidencing your power to sign this VIF with signing capacity stated.

Signature(s)

Date

Interim Financial Statements - Mark this box if you would Annual Financial Statements - Mark this box if you would like to receive Interim Financial Statements and like to receive the Annual Financial Statements and accompanying Management’s Discussion and Analysis by accompanying Management’s Discussion and Analysis by mail. mail.

If you are not mailing back your VIF, you may register online to receive the above financial report(s) by mail at www.computershare.com/mailinglist.

O G C Q

2 2 8 4 0 3

1 V I Z

A R 1

9 9 9 9 9

------Fold

------Fold

OGCQ 000004

SAM SAMPLE 123 SAMPLES STREET SAMPLETOWN SS X9X X9X AUSTRALIA

Security Class COMMON 144A LEGEND

Holder Account Number

B9999999999 IND

Intermediary

ABCD

Voting Instruction Form ("VIF") - Annual General and Special Meeting to be held on June 9, 2016 at 2:00 PM (EDT)

NON-REGISTERED (BENEFICIAL) SECURITYHOLDERS

  1. We are sending to you the enclosed proxy-related materials that relate to a meeting of the holders of the series or class of securities that are held on your behalf by the intermediary identified above. Unless you attend the meeting and vote in person, your securities can be voted only by management, as proxy holder of the registered holder, in accordance with your instructions.

  2. We are prohibited from voting these securities on any of the matters to be acted upon at the meeting without your specific voting instructions. In order for these securities to be voted at the meeting, it will be necessary for us to have your specific voting instructions. Please complete and return the information requested in this VIF to provide your voting instructions to us promptly.

  3. If you want to attend the meeting and vote in person, please write your name in the place provided for that purpose in this form. You can also write the name of someone else whom you wish to attend the meeting and vote on your behalf. Unless prohibited by law, the person whose name is written in the space provided will have full authority to present matters to the meeting and vote on all matters that are presented at the meeting, even if those matters are not set out in this form or the information circular. Consult a legal advisor if you wish to modify the authority of that person in any way. If you require help, please contact the Registered Representative who services your account.

  4. This VIF should be signed by you in the exact manner as your name appears on the VIF. If these voting instructions are given on behalf of a body corporate set out the full legal name of the body corporate, the name and position of the person giving voting instructions on behalf of the body corporate and the address for service of the body corporate.

  5. If this VIF is not dated, it will be deemed to bear the date on which it is mailed by management to you.

  6. When properly signed and delivered, securities represented by this VIF will be voted as directed by you, however, if such a direction is not made in respect of any matter, the VIF will direct the voting of the securities to be made as recommended in the documentation provided by Management for the meeting.

  7. This VIF confers discretionary authority on the appointee to vote as the appointee sees fit in respect of amendments or variations to matters identified in the notice of meeting or other matters as may properly come before the meeting or any adjournment thereof.

  8. Your voting instructions will be recorded on receipt of the VIF.

  9. By providing voting instructions as requested, you are acknowledging that you are the beneficial owner of, and are entitled to instruct us with respect to the voting of, these securities.

  10. If you have any questions regarding the enclosed documents, please contact the Registered Representative who services your account.

  11. This VIF should be read in conjunction with the information circular and other proxy materials provided by Management.

VIFs submitted must be received by 2:00 PM (EDT) on June 7, 2016.

VOTE USING THE TELEPHONE OR INTERNET 24 HOURS A DAY 7 DAYS A WEEK!

To Vote Using the Telephone

  • Call the number listed BELOW from a touch tone telephone.

312-588-4291 Direct Dial

To Vote Using the Internet
• Go to the following web site:
www.investorvote.com
• Smartphone?
Scan the QR code to vote now.

If you vote by telephone or the Internet, DO NOT mail back this VIF.

Voting by mail may be the only method for securities held in the name of a corporation or securities being voted on behalf of another individual.

Voting by mail or by Internet are the only methods by which a holder may choose an appointee other than the Management appointees named on the reverse of this VIF. Instead of mailing this VIF, you may choose one of the two voting methods outlined above to vote this VIF.

To vote by telephone or the Internet, you will need to provide your CONTROL NUMBER listed below.

CONTROL NUMBER 23456 78901 23456

OGCQ_VIF_228403/000004/000004/i

SAM SAMPLE

B9999999999

IND DT

B9999999999
B9999999999

Appointee(s)

Management Appointees are : Liang Tang, Company Secretary, or OR If you wish to attend in person or appoint failing her, Darren Klinck, Head of Business Development, someone else to attend on your behalf, print your name or the name of your appointee in this space (see Note #3 on reverse).

as my/our appointee to attend, act and to vote in accordance with the following direction (or if no directions have been given, as the appointee sees fit) and all other matters that may properly come before the Annual General and Special Meeting of securityholders of OceanaGold Corporation (the "Meeting") to be held at Fairmont Royal York, 100 Front Street West, Toronto, Ontario, M5J 1E3, Canada, on June 9, 2016 at 2:00 PM (Eastern Daylight Time) and at any adjournment or postponement thereof.

VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.
1.Election of Directors For Withhold For Withhold
01. James E. Askew 02. Jose P. Leviste, Jr. 03. Geoff W. Raby
04. J. Denham Shale 05. Michael F. Wilkes 06. William H. Myckatyn
07. Paul B. Sweeney 08. Diane R. Garrett
For Withhold
-------
Fold
For Withhold
For Against
For Against

For Withhold

2. Appointment of Auditors

Appointment of PricewaterhouseCoopers as Auditors of the Company for the ensuing year and authorizing the Directors to fix their remuneration.

For Against

3. Non-Executive Directors’ Fees

Approval of a resolution to increase the aggregate Non-Executive Directors’ fees, as more particularly described in the accompanying Management Information Circular.

For Against

4. Non-Binding Advisory Vote on Executive Compensation

Approval of a non-binding advisory resolution accepting the approach to executive compensation disclosed in the Company’s accompanying Management Information Circular.

------Fold

Authorized Signature(s) - This section must be completed for your instructions to be executed.

If you are voting on behalf of a corporation or another individual you may be required to provide documentation evidencing your power to sign this VIF with signing capacity stated.

Signature(s)

Date

Interim Financial Statements - Mark this box if you would Annual Financial Statements - Mark this box if you would like to receive Interim Financial Statements and like to receive the Annual Financial Statements and accompanying Management’s Discussion and Analysis by accompanying Management’s Discussion and Analysis by mail. mail.

If you are not mailing back your VIF, you may register online to receive the above financial report(s) by mail at www.computershare.com/mailinglist.

O G C Q

2 2 8 4 0 3

1 V I Z

A R 1

9 9 9 9 9