Exhibit 99.1

TABLE OF CONTENTS

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The business of the meeting is to:

You have a right to vote if you were a Goldcorp shareholder on March 12, 2018, our “record date”. Find out how to vote starting on page 6 of the accompanying disclosure document (called a “circular”). You can also read more about us in the circular.

The Board of Directors (“Board”) has, by resolution, fixed 3:00 p.m. (Vancouver Time) on April 23, 2018, or no later than 48 hours before the time of any adjourned or postponed meeting (excluding Saturdays, Sundays and holidays), as the time before which proxies to be used or acted upon at the meeting or any adjournment or postponement thereof shall be deposited with our transfer agent. The time limit for the deposit of proxies may be waived or extended by the chair of the meeting at their discretion, without notice.

By order of the Board of Directors,

“Ian W. Telfer”

Chairman of the Board

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GENERAL INFORMATION

Goldcorp

We use “we”, “us”, “our” and “Goldcorp” to refer to Goldcorp Inc. in this document.

Date of Information

Information is as of March 12, 2018, unless we note otherwise.

Currency and Exchange Rate

Canadian dollars are reported as C$ and United States (US) dollars are reported as US$. For amounts converted to Canadian dollars (C$), we used the average rate of C$1.00 = US$0.77, unless noted otherwise. This is the Bank of Canada average annual exchange rate for the year ended December 31, 2017.

Common Shares Outstanding

Our common shares are traded on the Toronto Stock Exchange (“TSX”) under the symbol G and on the New York Stock Exchange (“NYSE”) under the symbol GG. There were 868,872,236 common shares of Goldcorp outstanding at the close of business on March 12, 2018.

Owners of 10% or More of Our Common Shares

To the knowledge of our directors and executive officers, no person or company owns or controls 10% or more of our common shares.

Interests in Meeting Business and Material Transactions

Since January 1, 2017, none of Goldcorp, our directors, director nominees and executive officers, or anyone associated or affiliated with any of them, has a material interest in any item of business at the meeting. A material interest is one that could reasonably interfere with the ability to make independent decisions.

No informed person of Goldcorp, or any proposed director or anyone associated or affiliated with any of them, has or had a direct or indirect material interest in any transaction since the beginning of Goldcorp’s most recently completed financial year or in any proposed transaction which has materially affected or would materially affect Goldcorp, or any of its subsidiaries or affiliates.

Mailing of Circular

This circular will be mailed on or around March 16, 2018 to each of our shareholders of record on March 12, 2018 who have previously requested paper copies of our disclosure documents. All other shareholders will only receive a notice with information on how to view the meeting materials electronically. See “ Notice and Access ” below.

We give meeting materials to brokers, intermediaries, custodians, nominees and fiduciaries and request the materials be sent to beneficial shareholders promptly. We will pay for the distribution of the meeting materials by clearing agencies and intermediaries to objecting beneficial shareholders.

Electronic Delivery

Shareholders can choose to receive meeting materials electronically rather than by paper. If you have already chosen to receive electronic copies, no paper materials will be sent to you. If you would like to receive future meeting materials electronically, please complete the enclosed form and return it as indicated on the form.

If we don’t have an electronic document available or we choose not to send an electronic copy, a paper copy will be provided.

Notice and Access

We are delivering your meeting materials by providing you with a notice and posting the materials on our website at www.goldcorp.com . The materials will be available on the website starting on March 16, 2018 and will remain available on the website for one full year. The meeting materials can also be accessed with our public filings on

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www.sedar.com and www.sec.gov . We will mail a paper copy of the meeting materials to any shareholder who previously requested a paper copy. If you received the notice only and would like a paper copy of the full materials please send us a request as set out below.

Additional Documents

We file an annual report and an annual information form with the Canadian securities regulators. In addition, our financial information is provided in our audited annual consolidated financial statements and management’s discussion and analysis (“MD&A”) for the year ended December 31, 2017. We will provide you with, free of charge, a copy of our annual report, which includes our audited annual consolidated financial statements and MD&A, our annual information form and/or this circular on request. Please submit your request by:

You can also get copies of any document required to be filed by us in Canada, as well as additional information about us, by:

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GENERAL VOTING INFORMATION

Request for Proxies

Our management is soliciting your proxies for this meeting and is paying for the costs incurred. We have engaged Kingsdale Advisors (“Kingsdale”) to provide strategic advisory and proxy solicitation services and will pay fees of approximately C$85,500 to Kingsdale for the services, in addition to certain out-of-pocket expenses. We may also reimburse brokers and other persons holding common shares in their name or in the name of nominees for their costs incurred in sending proxy materials to their principals in order to obtain their proxies.

We are using primarily mail to communicate with you. However, our employees or Kingsdale may request your proxy by telephone, email, facsimile or personal interview.

Additionally, Goldcorp may use Broadridge Financial Services (“ Broadridge ”) QuickVote™ service to assist beneficial shareholders with voting their common shares. Beneficial shareholders may be contacted by Kingsdale to conveniently obtain voting instructions directly over the telephone. Broadridge then tabulates the results of all the instructions received and then provides the appropriate instructions respecting the common shares to be represented at the meeting.

Record Date

The record date for the meeting is March 12, 2018. If you held common shares on that date, you are entitled to receive notice of, attend and vote at the meeting.

Voting Securities and Votes

The common shares are our only voting securities. Each common share entitles the holder to one vote at the meeting.

Quorum

We can only decide business at the meeting if we have a quorum – where two people attend the meeting and hold or represent by proxy at least 33 1/3% of our outstanding common shares that are entitled to vote.

Voting Instructions

If you specify how you want to vote on your proxy form or voting instruction form, your proxy holder has to vote that way. If you do not indicate how you want to vote, your proxy holder will decide for you.

If you appoint Ian W. Telfer, Chairman of the Board (“Chairman”), and Anna M. Tudela, Vice President, Diversity, Regulatory Affairs & Corporate Secretary, the representatives of Goldcorp set out in the enclosed proxy form or voting instruction form, and do not specify how you want to vote, your common shares will be voted as follows:

Approvals

A simple majority of votes cast at the meeting (50% plus one vote) is required to approve all of the items of business, including the non-binding advisory resolution on our approach to executive compensation.

Amendments or Other Business

If amendments or other business are properly brought up at the meeting, you (or your proxy holder, if you are voting by proxy) can vote as you see fit. We are not aware of any other business to be considered at the meeting or any changes to the current business.

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Vote Counting and Confidentiality

Votes by proxy are counted by our transfer agent, AST Trust Company (Canada) (“AST”). Your vote is confidential, unless you clearly intend to communicate your vote to management or if there is a proxy contest or validation issue or as needed to comply with legal requirements.

New York Stock Exchange Rules

If your broker is subject to the NYSE rules, the broker has discretionary authority to vote common shares without instructions from beneficial owners only on matters considered “routine” by the NYSE, such as the re-appointment of our independent registered chartered accountants. If you do not provide your voting instructions to the broker, the broker cannot vote your common shares for the election of directors and other “non-routine matters” and such common shares will not be included in the votes “cast” for any such “non-routine” matter. Even without voting instructions to your broker, your common shares will be counted for quorum purposes.

Voting Questions

Our transfer agent is AST. Our co-agent in the US is American Stock Transfer & Trust Company LLC. Please contact them if you have any questions on how your votes are counted.

 

		1-800-387-0825 (toll free in North America) 416-682-3860 (collect from outside North America)
		1-888-249-6189 (fax from anywhere)
		inquiries@astfinancial.com
		AST Trust Company (Canada) PO Box 700, Station B Montreal, QC, Canada H3B 3K3

Other Questions

Please contact Kingsdale if you have any questions about the business items of the meeting or the information in this circular.

 

		1-800-775-4067 (toll free in North America) 416-867-2272 (collect from outside North America)
		1-886-545-5580 (fax from anywhere)
		contactus@kingsdaleadvisors.com
		Kingsdale Advisors The Exchange Tower 130 King Street West, Suite 2950 Toronto, ON, Canada M5X 1E2

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BENEFICIAL SHAREHOLDER VOTING

Most shareholders are beneficial shareholders. You hold a beneficial interest if your share certificate was deposited with a bank, trust company, stock broker, trustee or some other institution. Here is how you can vote:

Voting Options

 

		In person at the meeting – discussed below
		By submitting a paper voting instruction form – discussed below
		By telephone – enter your voting instructions by telephone at: 1-800-474-7493 (English) or 1-800-474-7501 (French)
		By fax – fax to 1-905-507-7793
		Via the internet – go to www.proxyvote.com and follow the instructions

Voting in Person

If you plan to attend the meeting and wish to vote your common shares in person, insert your own name in the space on the enclosed voting instruction form. Then follow the signing and return instructions provided by your nominee. You may also nominate yourself as a proxy holder online, if available, by typing your name in the “Appointee” section on the electronic ballot.

Your vote will be taken and counted at the meeting, so do not indicate your votes on the form. Please register with AST when you arrive at the meeting.

Voting by Instruction

Whether or not you attend the meeting, you can appoint someone else to attend and vote as your proxy holder. Use the enclosed voting instruction form to do this. The people named in the enclosed voting instruction form are members of management and/or the Board. You have the right to choose another person to be your proxy holder by printing that person’s name in the space provided. Then complete the rest of the form, sign it and return it. Your votes can only be counted if the person you appointed attends the meeting and votes on your behalf. If you have voted on the voting instruction form, neither you nor your proxy holder may vote in person at the meeting, unless you revoke your voting instructions prior to your nominee’s cut-off time.

Beneficial shareholders should carefully follow the instructions of their nominee, including those regarding when and where the completed voting instruction form is to be delivered. Note that if you are a beneficial shareholder, your nominee will need your voting instructions sufficiently in advance of the proxy deposit deadline to enable your nominee to act on your instructions prior to the deadline. If you have any questions or require more information with respect to voting at the meeting, please contact our proxy solicitation agent, Kingsdale, by email at contactus@kingsdaleadvisors.com or by telephone at 1-800-775-4067 (toll free within North America) or 416-867-2272 (outside of North America).

Revoking your Voting Instructions or Changing your Instructions

You may revoke your voting instructions before they are acted prior to your nominee’s cut-off time. To revoke your voting instructions, contact your broker or service provider.

You may change your voting instructions by sending new instructions prior to your nominee’s cut off time to revoke your vote. Your latest instructions will be the only valid instructions.

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REGISTERED SHAREHOLDER VOTING

If you have in your possession a physical share certificate with your name on it, you are a registered shareholder. Here is how you can vote:

Voting Options

Here’s where to go to find instructions to vote by these methods:

 

		In person at the meeting – see below
		Virtually through the LUMI meeting platform on the day of the meeting – see below
		By submitting a paper proxy form – see below
		By fax – fax to AST Trust Company at 1-866-781-3111 (Canada or US) or 1-416-368-2502 (outside North America)
		Via the internet – go to www.astvotemyproxy.com and follow the instructions. You will need the 13-digit control number located on the proxy form

Voting in Person

If you plan to attend the meeting and want to vote your common shares in person, do not complete or return the enclosed proxy form. Your vote will be taken and counted at the meeting. Please register with AST when you arrive at the meeting.

Voting Virtually

Registered shareholders and participants in Goldcorp’s employee share purchase plan (“ ESPP ”) have the ability to participate and vote in the meeting using the LUMI meeting platform (the “Virtual Platform”). Eligible registered shareholders and participants in the ESPP may log in at https://web.lumiagm.com/128226603 , click on “I have a Control Number” and enter the 13-digit control number found on the proxy accompanying this circular. The generic password to be entered is “goldcorp”. During the meeting, you must ensure you are connected to the internet at all times in order to vote when the chair commences polling on the resolutions being put to the meeting. Therefore, it is your responsibility to ensure connectivity for the duration of the meeting.

Virtual voting is not available to our beneficial shareholders at this time, however, beneficial shareholders wishing to attend the audio cast of the meeting may do so by going to https://web.lumiagm.com/128226603 and registering as a guest.

If you are a beneficial shareholder (you hold your common shares with a bank, trust company, stock broker, trustee or some other institution) you will be required to follow the procedures set forth under “Beneficial Shareholders Voting” on page 8.

Voting by Proxy

Whether or not you attend the meeting, you can appoint someone else to attend and vote as your proxy holder. Use the enclosed proxy form to do this. The people named in the enclosed proxy form are members of management and/or the Board. You have the right to choose another person to be your proxy holder by printing that person’s name in the space provided. Then complete the rest of the proxy form, sign it and return it. Your votes can only be counted if the person you appointed attends the meeting and votes on your behalf. If you have voted by completing the proxy form, neither you nor your proxy holder may vote in person at the meeting, unless you revoke your proxy before it is acted on.

Return your completed proxy form in the envelope provided so that it arrives by 3:00 p.m. (Vancouver Time) on April 23, 2018 or if the meeting is adjourned or postponed, at least 48 hours (excluding Saturdays, Sundays and holidays) before the time set for the meeting to resume (the “cut off time”). The time limit for the deposit of proxies may be waived or extended by the chair of the meeting at their discretion, without notice. An undated proxy will be

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deemed to be dated the date it is received by AST. If you have any questions or require more information with respect to voting at the meeting, please contact our proxy solicitation agent, Kingsdale, by email at contactus@kingsdaleshareholder.com or by telephone at 1-800-775-4067 (toll free within North America) or 416-867-2272 (outside of North America).

Revoking your Proxy

You may revoke your proxy at any time before is it acted on. Deliver a written statement that you want to revoke your proxy to our Vice President, Diversity, Regulatory Affairs & Corporate Secretary before or on April 23, 2018 (or the last business day before the meeting if it is adjourned or postponed), or to the chair on April 25, 2018 before the start of the Meeting.

Changing your Proxy

You may change the way you voted by proxy by sending a new proxy prior to the cut off time to revoke your vote. Your latest proxy will be the only one that is valid.

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BUSINESS OF MEETING

Financial Statements

Our audited annual consolidated financial statements for the year ended December 31, 2017, and the auditors’ reports on those statements, are included in the annual report and will be available at the meeting. The annual report is also filed on www.sedar.com and www.sec.gov and available to you on request.

You can find more information on all of the nominees starting on page 14. Each nominee brings important skills and experience to the Board, is eligible and willing to serve if elected. If for some reason a nominee is not available to serve at the time of the meeting (and we know of no reason this would occur), the people named in the enclosed proxy will vote for a substitute nominee if one is chosen by the Board.

We note that no director nominations were received pursuant to the advance notice provision of our by-laws as of the date of this circular. The only nominees for election at the meeting are the nominees listed.

Majority Vote Policy

We have a majority vote policy. Unless there is a contested election, a director who receives more votes “withheld” than votes “for” will immediately offer to resign. The Governance and Nominating Committee (the “Governance Committee”) will review the matter and recommend to the Board whether to accept the resignation. The resignation will be effective if and when accepted by the Board. The director will not participate in any deliberations on the matter.

We expect to accept the resignation unless there is some special circumstance that warrants the director to stay on the Board. In any case, the Board will determine whether or not to accept the resignation within 90 days of the relevant annual shareholders’ meeting and we will promptly issue a news release with the Board’s decision. If the Board determines not to accept a resignation, the news release will state the reasons for that decision.

We recommend that you vote FOR the election of these nominees

The people named in the enclosed proxy will vote FOR the election of these nominees unless you tell them to withhold your vote.

Appointment of Auditors

The Board recommends the appointment of Deloitte LLP, Independent Registered Public Accounting Firm as our auditors for 2018. Deloitte LLP, Independent Registered Public Accounting Firm was first appointed as our auditors on March 17, 2005. The directors will also be authorized to set the fees paid to the auditors.

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Notes:

More information, including the Audit Committee charter, is available in our annual information form under the section entitled “Audit Committee”. See page 5 for how to access the annual information form.

We recommend that you vote FOR the appointment of Deloitte LLP, Independent Registered Public Accounting Firm as our auditors

The people named in the enclosed proxy will vote FOR the appointment of Deloitte LLP, Independent Registered Public Accounting Firm as our auditors unless you tell them to withhold your vote.

Advisory Vote on Executive Compensation

Since 2012, we have provided you with a say on pay vote regarding our executive compensation program. This vote helps us engage constructively with our shareholders, obtain meaningful feedback and ensure accountability for executive compensation. Last year, approximately 94.2% of votes cast by shareholders were voted in favour of our approach to executive compensation. We strive to provide clear and concise disclosure regarding our approach to compensation, and to demonstrate how executive compensation is linked to our performance. You can read more about the changes we made in 2017 and 2018 to our executive compensation program in our Letter to Shareholders on page 27.

During 2017, we reviewed executive compensation assessment reports and policies released by proxy advisory firms and other governance groups; considered current research on corporate governance and disclosure best practices; and provided shareholders with the opportunity to engage with us (see the “Shareholder Engagement” section for more information). As part of this comprehensive process, we remain committed to clearly communicating how we measure performance and how our incentive plans are structured. We believe that compensation programs must be sound, fair, competitive with the market and support our strategy and progress. In addition, we believe that we have demonstrated how our pay aligns with performance and we ask for your continued support of our executive compensation program. You can read more about how we pay for performance in our compensation discussion and analysis (“CD&A”) on page 30.

The text of the resolution to be passed is:

“ Be it resolved that on an advisory basis, and not to diminish the role and responsibilities of the Board of Directors, the shareholders accept the approach to executive compensation disclosed in the Company’s management information circular delivered in advance of the April 25, 2018 annual and special meeting of shareholders.”

We recommend that you vote FOR the adoption of this resolution to support our approach to executive compensation

The people named in the enclosed proxy will vote FOR the advisory resolution approving our approach to executive compensation unless you tell them to vote against it.

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Other Business

If other matters are properly brought up at the meeting, you (or your proxy holder, if you are voting by proxy) can vote as you see fit. We are not aware of any other items of business to be considered at the meeting.

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DIRECTOR BIOGRAPHIES

The following is a complete biography for each director nominee for election at the meeting and our recommendations for their nomination to our Board. All other director information can be found in this section under the heading “Director Compensation” starting at page 20 or in the section entitled “Corporate Governance”.

Our Board - from left to right: Ken Williamson, Randy Reifel, Beverley Briscoe, David Garofalo, Ian Telfer, Margot Franssen, Matthew Coon Come, Clem Pelletier, and Charlie Sartain.

A note on directors’ shareholdings – Our share ownership policy requires members of the Board to hold three times the pre-tax value of their annual compensation in Goldcorp common shares. The value of a director’s shareholding is calculated based on the higher of: (i) the closing price of our common shares on the TSX on the last trading day of the most recently completed calendar year; and (ii) the average price at which a director has acquired his/her Goldcorp common shares.

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Note:

Note:

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Notes:

Notes:

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Note:

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Note:

Notes:

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Notes:

Note:

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DIRECTOR COMPENSATION

HIGHLIGHTS

Philosophy, Objectives and Process

The philosophy and benchmarking for director compensation is the same as for our executive compensation. Our objectives are to attract and retain directors of a quality and nature that will enhance our long-term sustainable profitability and growth. Director compensation is intended to provide an appropriate level of remuneration considering the experience, responsibilities, time requirements and accountability of their roles.

In addition, we align the interests of our directors with our shareholders by requiring that members of the Board own a minimum number of our common shares. Each non-executive director must hold common shares with a value equal to three times the annual retainer and equity compensation. Effective for the year ended December 31, 2017, this share ownership requirement was updated to be based on the pre-tax value of equity compensation, rather than the after-tax value. We believe this further aligns our directors’ interests with shareholders, and is in line with market practice. See “Director Share Ownership” on page 77 for more information.

The Board meets annually (typically in February) to receive recommendations from the Governance Committee and the Human Resources and Compensation Committee (“HRCC”) regarding the adequacy and form of directors’ compensation. The HRCC and the Governance Committee believe that our approach to director compensation provides for competitive and reasonable compensation levels.

Director Compensation Program

All non-executive directors receive meeting fees, annual retainers, annual restricted share unit (“RSU”) grants and travel expense disbursements for their service on the Board. Mr. Garofalo does not receive any additional compensation for serving on the Board.

In addition to cash retainers as described below, each director is granted RSUs with a deemed value of C$150,000 to align the Board with Goldcorp’s executive team. This represented an approximately 11% decline in share-based compensation in 2017, as compared to 2016. The decrease is primarily due to a change in the nominal currency of the grant from US to Canadian dollars.

Note on Currency

Our official financial reporting currency is US dollars, however our primary currency for compensation purposes is Canadian dollars. All of our directors are paid in Canadian dollars for cash compensation, and awarded Canadian-denominated equity awards. In order to provide more transparent and understandable disclosure, we have reported in Canadian dollars throughout this section.

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Notes:

Notes:     

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Notes:

Other Compensation Arrangements

Mr. Telfer’s employment agreement for serving as our Chairman provides for a retiring allowance of C$6,000,000.

In addition, he continues to be entitled to participate, at our expense, in our health and medical plans (or for equivalent coverage if not permitted under our current plans), until the earlier of obtaining alternate coverage under the terms of any new employment or the third anniversary of the date he ceases to act as Chairman.

We pay benefit premiums on behalf of Mr. Telfer. The premiums paid during the year ended December 31, 2017 were C$7,187.

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ADDITIONAL INFORMATION

Directors’ and Officers’ Liability Insurance

We maintain an insurance policy for directors’ and officers’ liability. It provides coverage for costs incurred to defend and settle claims for alleged wrongful acts in the capacity of individuals acting as directors and officers of Goldcorp, up to an annual limit of US$175 million. The cost of coverage for 2017 was approximately US$1.5 million and requires payment of a US$2 million deductible in the event of a claim. Directors and officers do not pay any portion of the premiums. No claims were made or became payable in 2017.

Fiduciary Liability Insurance

We maintain an insurance policy for directors’ and officers’ fiduciary liability. It provides coverage for costs incurred to defend and settle claims against us, our directors, officers and employees for breach of fiduciary duty regarding company sponsored plans, such as our savings and pension plans.

This policy has an annual limit of C$15 million with a C$100,000 deductible for each claim. The cost of coverage for 2017 was approximately C$35,000. Directors and officers do not pay any portion of the premiums. No claims were made or became payable in 2017.

Director and Officer Indebtedness

We do not make loans to our directors or officers. Accordingly, there are no loans outstanding to any of them.

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HUMAN RESOURCES & COMPENSATION COMMITTEE REPORT

Annual Oversight of Executive Compensation

The HRCC is responsible for reviewing and recommending to the Board compensation policies and programs, and resulting compensation levels and incentive award outcomes for our named executive officers (“NEOs”). See page 87 for a description of the responsibilities, authority and operation of the HRCC, including the relevant skills and experience of each of the members of this independent committee of the Board.

The Board makes final decisions on overall executive compensation, including the Chief Executive Officer’s (“CEO”) pay each year. It does so after receiving advice and recommendations from the HRCC. The Board also reviews and discusses the policies and processes followed by the HRCC in making its executive compensation recommendations. Executive officers, including the CEO, do not make recommendations on their own compensation packages.

The HRCC, with support from its independent advisor and management, undertakes the following annual process:

In addition to the activities under the annual compensation cycle, the HRCC undertakes activities on an as-needed basis, including:

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During 2017, the HRCC Chair, with support of Human Resources management, led several conference calls with our shareholders to discuss a variety of topics including organizational strategy changes, pay-for-performance alignment, peer groups, trends in executive compensation and the re-design of our incentive plans to drive behaviour to grow net asset value (“NAV”) per share. The HRCC and the Board considered the feedback provided by shareholders in reviewing our executive compensation programs. See page 70 for additional information about our shareholder engagement process and how we responded to the feedback.

The HRCC considers the feedback it received from various institutional investors as well as various outside groups.

We are committed to engagement with shareholders and third party groups to ensure constructive dialogue on pay-for-performance and comprehensive disclosure

Role of Compensation Consultants

Since 2011, the HRCC has retained Hugessen Consulting (“Hugessen”) to serve as the HRCC’s independent compensation consultant. Hugessen provides independent advice to the HRCC with respect to executive compensation and related governance matters.

In 2017, Hugessen provided the following services to the HRCC:

Each year, Hugessen provides a letter to the HRCC confirming its independence and affirming that no consultant at Hugessen has any business, professional or commercial relationship with Goldcorp or any member of executive management that would impair its independence. The HRCC reviews Hugessen’s performance at least annually, and has the authority to retain and terminate its independent advisor.

Additionally, management retained Willis Towers Watson (formerly Towers Watson) to provide compensation advice and other related services. Willis Towers Watson was initially retained in 2007.

During 2017, Willis Towers Watson provided the following services:

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Notes:

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LETTER TO SHAREHOLDERS

Fellow Shareholders,

Your Board, on the recommendation of our HRCC, is committed to ensuring our executive pay programs are designed to pay for performance, while allowing us to attract and retain the talent that is essential to delivering against our long-term strategy. We also remain committed to providing clear and comprehensive disclosure to help you understand (i) the structure of our compensation plans, (ii) how we assess performance, and (iii) how this performance leads to pay outcomes that are aligned with your experience as shareholders. We have enhanced our disclosure to provide you with the information required to make an informed vote.

Our Performance in 2017

2017 was our second year under the leadership of President and CEO David Garofalo. We promoted two of our valued Goldcorp executives to new roles with Jason Attew appointed as Executive Vice President (“EVP”), Chief Financial Officer (“CFO”) and Corporate Development and Todd White appointed as EVP and Chief Operating Officer (“COO”). Beyond the changes in our executive team, this past year was an important one for us. We began to see benefits of the organizational changes that we started to implement in 2016. We made significant progress and achieved stable and consistent operational results. Under Mr. Garofalo’s leadership we have been executing on a five year 20/20/20 plan to increase production by 20%, grow reserves by 20% and to reduce all-in sustaining costs (“AISC”) by 20%, all by the end of 2021. In furtherance of these goals, in 2017 we:

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In light of our strong operational performance in 2017, the Board agreed with the recommendation of the HRCC and approved a corporate performance score for the year ended December 31, 2017 of 110% (calculated per the corporate scorecard) as detailed on pages 37 to 41.

No value was realized by our NEOs in 2017 from the performance share unit (“PSU”) awards granted in 2014 as the performance conditions governing the grants were not achieved.

2017 Say on Pay & Shareholder Engagement

We believe that engaging and communicating directly with shareholders and other stakeholders is important for providing timely and meaningful feedback. We have policies in place and long-standing shareholder outreach programs and routinely interact with shareholders on a number of matters, including executive compensation. The Board considers all constructive feedback regarding executive compensation.

Following the annual general meeting held in April 2016, the Chair of our HRCC met with a number of shareholders who asked for clarification on our compensation and performance peer groups, our pay philosophy and the introduction of additional metrics to our long-term incentive (“LTI”) programs. We considered and incorporated shareholder feedback, as appropriate, into our compensation program design and made enhancements to further link our compensation programs with our strategy, performance and the long-term interests of our shareholders as further discussed below. Based on these changes, we saw a significant increase in shareholder support for our “say on pay” resolution at our April 2017 meeting (94.2% in 2017, as compared to 77.7% in 2016).

We implemented these compensation changes in 2017, and we believe that our enhanced program better links compensation with our strategy, performance and the long-term interests of shareholders. Accordingly, at the annual general and special meeting of shareholders to be held on April 25, 2018, we will again hold an annual “say on pay” advisory vote. The Board will continue to engage with you, our shareholders, and consider the results from this year’s advisory vote on executive compensation. Please refer to the Advisory Vote on Executive Compensation section on page 12. Please also see page 70 for more information about our shareholder engagement program.

Compensation Changes During 2017

Following our consultation with our shareholders and our compensation consultants, we implemented a number of transformational changes and other enhancements to our pay practices and LTI program to further our commitment to pay for performance. The key improvements we have made to our executive compensation program since the appointment of David Garofalo as President and CEO are outlined below:

Director Compensation

In 2017, the Board capped the value of its RSU grants at C$150,000 as compared to US$150,000 for 2016. This resulted in a year-over-year reduction in value of approximately 11%.

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We continue to engage with our shareholders and to monitor market trends and compensation best practices and will make changes to our programs as necessary. Please refer to pages 20 to 22 for additional details.

Conclusion

Despite the pressures on our share price, we oversee a capable executive team that is optimistic about the future of Goldcorp. Overall, our portfolio of high quality assets, coupled with our strategic progress in 2017, a transformative year for us, make us confident about our strength, momentum and long-term strategic positioning.

The Board and the executive team remain committed to delivering superior growth and performance for you, our shareholders. The Board is also committed to continuing to monitor the link between executive compensation and shareholder value creation. We are confident that the changes to our LTI program enhance this alignment and ensures the experience of our executives is consistent with that of shareholders. We will continue to review and, where appropriate, adjust our compensation and disclosure practices to enhance their pay-for-performance linkage and transparency.

On behalf of the Board and the HRCC, we thank you for taking the time to read our disclosure and encourage you to vote in favour of our approach to executive compensation.

Sincerely,

Note:

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COMPENSATION DISCUSSION AND ANALYSIS

HIGHLIGHTS

CD&A Executive Summary

Our long-term corporate strategy is central to all of our business decisions, including those related to our executive compensation programs. We endeavour to provide our shareholders with superior returns while maintaining our company-wide commitment to responsible and sustainable growth. Our compensation programs are designed to attract, motivate and retain diverse high-caliber executives and align their interests with superior and sustainable performance over the long-term in a manner that is fair to our shareholders.

Goldcorp maintains a pay comparator group (the “Pay Comparator Group”) to provide competitive market context on pay levels, mix, and design practices. The Pay Comparator Group is carefully reviewed each year by the HRCC to ensure it continues to reflect our size, operations, and geography.

Our philosophy is to target base salary and total direct compensation (i.e. the combined value of base salary, target short-term incentive (“STI”) and LTIs) at the median of the Pay Comparator Group. In using this data to set the target compensation for each of our NEOs, the HRCC considers a range of relevant factors, including the tenure and experience of each executive, along with their role and responsibilities at Goldcorp.

Elements of Compensation

Our compensation consists primarily of the following components:

For 2017, approximately 75% to 81% of NEO compensation is “at-risk” to better align executive pay with our shareholders’ experience. Our NEO compensation levels for 2017 remained largely consistent with 2016 despite our improved corporate performance in 2017.

Measuring Performance - Corporate

We use a combination of corporate and individual performance to measure the annual success of the Company and of our NEOs. At the start of each year the Board, upon recommendation from the HRCC, adopts a corporate performance scorecard that sets out key performance indicators to guide and motivate executives to execute on our strategy over the course of the year. At the end of the year and considering the CEO’s input, the HRCC assesses the corporate performance against each indicator and recommends to the Board an aggregate corporate performance score (between 0% to 200% of target).

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Our corporate performance score for 2017 was realized at 110%. This was a result of the progress we made towards our 20/20/20 plan and important contributions from each of our NEOs. Among other things, we were successful in (i) reducing AISC from $894 per ounce to $824 per ounce; (ii) achieving guidance with production of 2.6M ounces; and (iii) growing our gold mineral reserves, net of depletion, by approximately 26%. See page 37 for a further discussion of our performance in 2017.

Measuring Performance – Individual

Concurrently with the setting of the corporate goals, performance goals are established for each NEO.

President and CEO

The President and CEO’s individual performance is assessed against achievement of corporate objectives and is approved by the HRCC. The President and CEO’s individual performance is rated on a scale of one to five, on the basis of a recommendation by the HRCC for final approval by the Board. Each rating corresponds to a percentage multiplier from 0% to 200% of target (three corresponds with 100%) which is applied to the individual component of the executive’s STI.

Other NEOs

Our other NEOs establish objectives for their portfolios that are aligned with our corporate objectives and are presented to the President and CEO for approval. At year’s end, ratings are determined on a scale of one to five by the President and CEO and put forward to the HRCC for their review and recommendation to the Board for final approval. Individual performance for all NEOs is then assessed and measured against the approved objectives. The same rating scale applies as was described above for the President and CEO.

The corporate and individual scores are then taken into account by the HRCC when making recommendations on NEO compensation to the Board. Individual scores for our NEOs ranged between 100% and 144% of target.

Introduction

The following CD&A details the compensation programs in which our NEOs participated for the year ended December 31, 2017. For the purposes of this discussion, the following individuals are the NEOs of Goldcorp:

Note on Currency

Our official financial reporting currency is US dollars, however our primary currency for compensation purposes is Canadian dollars. All of our NEOs are paid in Canadian dollars for cash compensation, and awarded Canadian-denominated equity LTI awards. In order to provide more transparent and understandable disclosure, we have reported in Canadian dollars in select tables throughout the CD&A (clearly noted as “C$”). In all other cases, dollar values are reported in US dollars, converted from Canadian dollars using the average 2017 exchange rate of C$1.00 = US$0.77.

Compensation Philosophy and Principles

Our compensation programs are designed to attract, motivate and retain diverse, high-caliber executives and align their interests with superior and sustainable performance over the long-term in a manner that is fair and reasonable to our shareholders. The following key principles guide the development of our compensation programs:

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Compensation Risk Management

Each year the HRCC reviews our compensation programs to ensure they are aligned with our pay philosophy and strategy and that they encourage behaviours that drive sustainable long-term performance while discouraging excessive risk taking. Our 20/20/20 plan is an example of long-term planning that our compensation programs are designed to reward. Over time, our commitment to increasing production by 20%, decreasing AISC by 20% and growing our gold mineral reserves by 20% is expected to result in long-term shareholder value.

Our executive compensation mix and design is consistent with prudent risk management and incorporates a mix of STIs (including cash bonuses) and LTI programs, with a significant portion of compensation awarded in the form of “at-risk” pay. Incentive programs are tied to a mix of financial, operational, and strategic metrics and incorporate a holistic performance evaluation process, which considers the quality and sustainability of results. The HRCC has concluded that there were no significant risks arising from our compensation policies and practices that are likely to have a material adverse effect on Goldcorp. In forming this conclusion, consideration was given to the limited compensation-related risks within the broader organization, the involvement and authority of the Board in both compensation and risk management oversight, and the presence of compensation program features and policies which discourage inappropriate or excessive risk-taking and promote a culture of ownership among our senior executives. These features and policies are outlined in the table below:

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Pay Comparator Group

Goldcorp maintains a Pay Comparator Group to provide competitive market context on pay levels, mix, and design practices. The Pay Comparator Group is carefully reviewed each year by the HRCC to ensure it continues to appropriately reflect our size, operations, and geography.

The Pay Comparator Group was developed using the following selection criteria to identify companies:

Notes:

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Target Pay Positioning

Our philosophy is to target base salary and total direct compensation (i.e. the combined value of base salary, target STI and LTIs) at the median of the Pay Comparator Group as we believe this level of pay appropriately incentivizes our executives while remaining aligned with our pay philosophy. When setting target compensation for each of our NEOs with reference to this data, the HRCC also considers a number of other relevant factors, including the tenure and experience of each executive, along with their role and responsibilities at Goldcorp. Perquisites, benefits, and retirement benefits are intended to be competitive with similarly sized companies operating in Canada.

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Target Pay Mix

Our compensation programs include a mix of fixed and “at-risk” pay, awarded as a combination of cash and equity-based compensation (PSUs, RSUs and STI). The majority of our NEOs’ target compensation is variable at-risk pay that is dependent upon performance relative to Board-approved goals, as well as share price performance.

The “at-risk” component of target direct compensation is 81% for our President and CEO and 76% for our EVPs. For 2017, approximately 57% and 56% of CEO and EVP compensation, respectively, was awarded in the form of LTIs – PSUs and RSUs. Starting in 2017, stock options were eliminated from the mix of LTIs granted to our NEOs. Currently, the target LTI mix for all of our executives is 75% PSUs and 25% RSUs (from 50% PSUs, 25% RSUs and 25% stock options). We believe the increased proportion of compensation that is performance-based promotes better long-term decision making and further aligns executive compensation with the shareholder experience. Of Mr. Garofalo’s target direct compensation, 67% is in the form of performance-based compensation (PSUs and STI) which is in the top quartile of our compensation peers.

Base Salary

NEO base salaries are targeted at the median of the Pay Comparator Group, and set with consideration to each NEO’s role and responsibilities, experience, performance and expected future contribution, and any retention considerations. Base salaries for each EVP are reviewed by the HRCC upon recommendation from the CEO, and then presented to and approved by the Board. The HRCC annually reviews the CEO’s base salary considering the factors described above and makes a recommendation to the Board for approval.

Notes:

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STI Plan

Our NEOs participate in the annual STI plan, which is at-risk compensation that rewards NEOs for performance achieved against pre-determined annual goals.

STI targets are expressed as a percentage of base salary, with actual payouts based on a performance multiplier dependent on both corporate and individual performance. The actual performance multiplier achieved can range between 0% and 200% of target.

STI awards are capped at 200% of target

Performance Multiplier (0-200%)

Note:

No changes have been made to the NEO STI target awards for 2018. Mr. Attew’s full year target STI percentage for 2018 is 80%, in line with our other EVPs.

Corporate Performance Scorecard

At the start of each year, the Board, upon recommendation from the HRCC, adopts a corporate performance scorecard that sets out key performance indicators to guide and motivate executives to execute on our strategy over the course of the year. At the end of the year and considering the CEO’s input, the HRCC assesses the corporate performance against each indicator and recommends to the Board an aggregate corporate performance score between 0% to 200% of target.

The Board may, in its sole discretion, exercise its informed judgment in making final executive compensation decisions and adjust the calculated individual or corporate performance score up or down, as appropriate, to better reflect performance. In 2017, this discretion was exercised and the HRCC made a downward adjustment to the corporate performance score for the year as well as the individual performance scores under the STI plan for most of the NEOs. The HRCC then made a recommendation in respect of the performance scores to the Board, which was accepted.

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The corporate scorecard aligns with our strategic direction and is based on four broad corporate performance categories, which are assessed against specific and measurable key performance indicators. This design provides the HRCC with a comprehensive overview of the organization’s performance to ensure STI payouts are aligned with our results relative to our strategic plan.

2017 was a strong year for Goldcorp as we continued to build on the transformative work undertaken during 2016 in connection with the implementation of our decentralized organizational model. This is reflected in performance achievements captured below in the corporate performance scorecard. The following table sets out the corporate performance scorecard and resulting achievements for 2017.

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2017 Corporate Performance

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Notes:

Based on our performance against the corporate metrics defined above, the HRCC recommended a score of 110%, which was approved by the Board. For more information please see our “Letter to Shareholders” on page 27.

2017 corporate performance score of 110% aligned STI awards with performance achieved

2017 was a strong year for Goldcorp as we continued to build on the transformative work undertaken in 2016 in connection with the implementation of our decentralized organization model and the implementation of our 20/20/20 plan. Our achievements in 2017 included:

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Individual Performance

At the beginning of the year, each NEO (other than our President and CEO) establishes objectives for their portfolios aligned with our corporate objectives, which are presented to the President and CEO for approval. Their individual performance is then assessed and measured against the approved objectives. Ratings are determined on a scale of one to five by the President and CEO and put forward to the HRCC for their review and recommendation to the Board for final approval. Each rating corresponds to a percentage multiplier from 0% to 200% of target (three corresponds with 100%) which is applied to the individual component of the executive’s STI award. Details regarding individual goals and achievements for our NEOs are provided in the section titled “Other NEO Compensation & Review” on page 53.

The President and CEO’s individual performance is assessed against the corporate performance objectives as approved by the HRCC and the Board. The President and CEO’s personal performance is also rated on a scale of one to five, on the basis of a recommendation by the HRCC for final approval by the Board. Mr. Garofalo does not have a role in determining his own compensation.

Details of the individual goals and achievements for our President and CEO, and other NEOs are set out in the sections titled “CEO Compensation & Review” and “Other NEO Compensation & Review” starting on page 53. In summary, STI awards are subject to the discretion of the Board, commensurate with the position and performance of both the individual and Goldcorp. An award in any year does not guarantee an award in any subsequent year.

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Note:

Long-term Incentives (LTIs)

Our NEOs receive LTIs which are designed to promote long-term motivation and retention of our executives, and to align compensation with the experience of our shareholders.

During 2016, a thorough review of the LTI program was undertaken which considered feedback from several of our shareholders. As a result, a number of changes were made to our 2017 compensation:

We believe that this LTI mix, weighting and front-end performance modifier will better align pay with performance, and the interests of our executives with those of our shareholders, and enable the HRCC to better account for performance at both the start and end of the performance period. The aggregate impact of these changes can be summarized as follows:

Note:

Based on organizational performance the HRCC awarded below target LTI awards to each of the EVPs in each of the last two years. The President and CEO did not receive a regular annual LTI award in 2016 given he was appointed during the year and received other equity compensation in consideration of foregone compensation at his previous employer. The slightly above target LTI award granted in 2017 reflected the HRCC’s assessment of a

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combination of factors including Mr. Garofalo’s individual performance, strengthening his alignment with shareholders, and recognizing the significant progress in advancing the 20/20/20 strategy while achieving stable and consistent operational results.

PSUs

PSUs are notional (i.e. cash-settled) share units that cliff-vest after three years. They align the interests of eligible participants with those of shareholders by tying the number of PSUs vesting to the achievement of certain metrics over three years. At payout, each vested PSU entitles the holder to the cash equivalent of one common share at the prevailing market price, as further discussed below.

Effective for 2017 grants, two changes were made to the PSU performance measures:

As a result, awards made during 2017 are subject to the following performance conditions: