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​

These materials are important and require your immediate attention. If you have questions or require assistance with voting your shares, you may contact the Company’s proxy solicitation agent: Laurel Hill Advisory Group North America Toll-Free: 1-877-452-7184 Outside North America: 1-416-304-0211 Email: assistance@laurelhill.com

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​

AGNICO EAGLE MINES LIMITED

145 King Street East, Suite 400
Toronto, Ontario,
M5C 2Y7

NOTICE OF 2024 ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

The Company is conducting a hybrid Meeting that will allow registered shareholders and duly appointed proxyholders to participate both online and in person. Registered shareholders, non-registered (beneficial) shareholders and duly appointed proxyholders will be able to attend the virtual Meeting, ask questions and vote, all in real time through an online portal, provided that they are connected to the Internet and carefully follow the instructions set out in the accompanying management information circular (the “Circular”) and form of proxy or voting instruction form, as applicable. Non-registered shareholders who do not follow the procedures set out in the Circular and related proxy materials will be able to listen to a live webcast of the Meeting as guests, but will not be able to ask questions or vote. For shareholders wishing to attend the Meeting virtually, the Company has also filed a “Virtual AGM User Guide” under the Company’s issuer profile on SEDAR+ at www.sedarplus.com and on EDGAR at www.sec.gov. A copy of the Virtual AGM User Guide is also available on the Company’s website www.agnicoeagle.com under “Investor Relations — Financial Information”.

You have received this Circular because you owned common shares of Agnico Eagle Mines Limited on March 15, 2024. Regardless of whether a shareholder plans to attend the Meeting in person or virtually, the Company encourages all shareholders to vote in advance of the Meeting. Registered shareholders may vote their proxies by mail, phone or via the Internet. To be effective at the Meeting, proxies must be deposited with Computershare Trust Company of Canada no later than 11:00 a.m. (Toronto time) on April 24, 2024, or no later than 48 hours (excluding Saturdays, Sundays and holidays) before the time of any adjourned or postponed Meeting. Non-registered shareholders will receive a voting instruction form from their intermediaries and must carefully follow the instructions on the voting instruction form. Intermediaries may set deadlines for voting that are further in advance of the Meeting than those set out in the Circular. For additional information on how to vote in advance of the Meeting and how to attend the Meeting, whether in person or virtually, shareholders should carefully review “Section 1: Voting Information” in the Circular.

By order of the Board of Directors

CHRISTOPHER VOLLMERSHAUSEN
Executive Vice-President, Legal,
General Counsel & Corporate Secretary
March 22, 2024

To be effective at the Meeting, proxies must be deposited with Computershare Trust Company of Canada no later than 11:00 a.m. (Toronto time) on April 24, 2024, or no later than 48 hours (excluding Saturdays, Sundays and holidays) before the time of any adjourned or postponed Meeting.

 

MANAGEMENT INFORMATION CIRCULAR

This Management Information Circular (the “Circular”) and accompanying proxy materials are provided in connection with the solicitation by the management of Agnico Eagle Mines Limited (the “Company”) of proxies for use at the Annual and Special Meeting of Shareholders to be held on April 26, 2024 (the “Meeting”). Unless otherwise indicated, all information in this Circular is given as at March 15, 2024 and all dollar amounts are stated in United States dollars (“U.S. dollars”, “$” or “US$”). Certain information in this Circular is presented in Canadian dollars (“C$”).

TABLE OF CONTENTS

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To assist shareholders in locating certain frequently consulted information with respect to the Company’s Governance and Compensation Practices, set out below are the locations of specific governance and compensation information organized by topic.

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Forward-Looking Statements

The information in this Circular has been prepared as at March 15, 2024. Certain statements contained in this Circular constitute “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995 and “forward-looking information” under the provisions of Canadian provincial securities laws and are referred to herein as “forward-looking statements”. When used in this Circular, the words “could”, “estimate”, “expect”, “forecast”, “future”, “plan”, “possible”, “potential”, “will” and similar expressions are intended to identify forward-looking statements. In particular, this Circular contains forward-looking statements pertaining to the Company’s plans with respect to compensation plans and practices and governance practices. Forward-looking statements are necessarily based upon a number of factors and assumptions that, while considered reasonable by the Company as of the date of such statements, are inherently subject to significant business, economic and competitive uncertainties and contingencies. The material factors and assumptions used in the preparation of the forward-looking statements contained herein, which may prove to be incorrect, include, but are not limited to, the assumptions set forth herein and in the Company’s management’s discussion and analysis for the year ended December 31, 2023 (the “MD&A”) and the Company’s annual information form for the year ended December 31, 2023 dated as of March 22, 2024 (the “AIF”). Many factors, known and unknown, could cause the actual results to be materially different from those expressed or implied by such forward-looking statements. Other than as required by law, the Company does not intend, and does not assume any obligation, to update these forward-looking statements.

Note Concerning Estimates of Mineral Reserves and Mineral Resources

The mineral reserve and mineral resource estimates contained in this Circular have been prepared in accordance with the Canadian securities administrators’ (the “CSA”) National Instrument 43-101 — Standards of Disclosure for Mineral Projects (“NI 43-101”).

Effective February 25, 2019, the United States Securities and Exchange Commission’s (the “SEC”) disclosure requirements and policies for mining properties were amended to more closely align with current industry and global regulatory practices and standards, including NI 43-101. However, Canadian issuers that report in the United States using the Multijurisdictional Disclosure System (“MJDS”), such as the Company, may still use NI 43-101 rather than the SEC disclosure requirements when using the SEC’s MJDS registration statement and annual report forms. Accordingly, mineral reserve and mineral resource information contained in this Circular may not be comparable to similar information disclosed by U.S. companies.

Investors are cautioned that while the SEC now recognizes “measured mineral resources”, “indicated mineral resources” and “inferred mineral resources”, investors should not assume that any part or all of the mineral deposits in these categories will ever be converted into a higher category of mineral resources or into mineral reserves. These terms have a great amount of uncertainty as to their economic and legal feasibility. Under Canadian regulations, estimates of inferred mineral resources may not form the basis of feasibility or pre-feasibility studies, except in limited circumstances. Investors are cautioned not to assume that any “measured mineral resources”, “indicated mineral resources” or “inferred mineral resources” that the Company reports in this Circular are or will be economically or legally mineable.

Further, “inferred mineral resources” have a great amount of uncertainty as to their existence and as to their economic and legal feasibility. It cannot be assumed that any part or all of an inferred mineral resource will ever be upgraded to a higher category.

The mineral reserve and mineral resource data set out in this Circular are estimates, and no assurance can be given that the anticipated tonnages and grades will be achieved or that the indicated level of recovery will be realized. The Company does not include equivalent gold ounces for by-product metals contained in mineral reserves in its calculation of contained ounces and mineral reserves are not reported as a subset of mineral resources. See “Operations & Production — Mineral Reserves and Mineral Resources” in the AIF for additional information.

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As at December 31, 2023, the Company had proven mineral reserves of 6.43 million ounces of gold from 205.1 million tonnes grading 0.98 grams per tonne (“g/t”) gold, probable mineral reserves of 47.4 million ounces of gold from 1,082.2 million tonnes grading 1.36 g/t gold, measured mineral resources of 4.6 million ounces of gold from 107.2 million tonnes grading 1.32 g/t gold, indicated mineral resources of 39.4 million ounces of gold from 1,081.4 million tonnes grading 1.13 g/t gold and inferred mineral resources of 33.1 million ounces of gold from 411.0 million tonnes grading 2.50 g/t gold.

For scientific and technical information about the Company’s mines and projects, please refer to the AIF.

Note to Investors Concerning Certain Measures of Performance

This Circular discloses certain measures, including “total cash costs per ounce”, “all-in sustaining costs per ounce” and “free cash flow”, that are not standardized measures under IFRS. These measures may not be comparable to similar measures reported by other issuers. For a discussion of the composition and usefulness as well as a reconciliation of these measures to the most directly comparable financial information reported in the consolidated financial statements prepared in accordance with IFRS and an explanation of the composition of such measures and how such measures provide useful information to investors, see “Note to Investors Concerning Certain Measures of Performance” in the MD&A, which is incorporated by reference into this Circular.

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SECTION 1: VOTING INFORMATION

The Company is conducting a hybrid Meeting that will allow registered shareholders and duly appointed proxyholders to participate both online and in person. The Company is providing the virtual format in order to provide shareholders with an equal opportunity to attend and participate at the Meeting. Registered shareholders, non-registered (beneficial) shareholders and duly appointed proxyholders will be able to attend the virtual Meeting, ask questions, and vote, all in real time through an online portal, provided that they are connected to the Internet and carefully follow the instructions set out in this Circular and form of proxy or voting instruction form, as applicable. Non-registered shareholders who do not follow the procedures set out in this Circular and related proxy materials will be able to listen to a live webcast of the Meeting as guests, but will not be able to ask questions or vote.

Please carefully read this section of the Circular, as it contains important information explaining how shareholders can vote in advance of the Meeting and how shareholders and duly appointed proxyholders can attend, ask questions and vote at the Meeting in real time. The Company has also filed a “Virtual AGM User Guide” under the Company’s issuer profile on SEDAR+ at www.sedarplus.com and on EDGAR at www.sec.gov. A copy of the Virtual AGM User Guide is also available on the Company’s website www.agnicoeagle.com under “Investor Relations — Financial Information”.

Physical access to the Meeting at Arcadian Court, 401 Bay Street, Simpson Tower, 8th Floor, Toronto, Ontario, M5H 2Y4 will begin at approximately 10:00 a.m. (Toronto time) and online access to the virtual Meeting will begin at approximately 10:30 a.m. (Toronto time). Shareholders and duly appointed proxyholders that wish to attend the Meeting are encouraged to arrive in person or log in at the applicable time by following the instructions below.

Your vote is important. Whether or not you plan to attend the Meeting, please vote as soon as possible by one of the methods described below to ensure that your common shares are represented and voted at the Meeting. Shareholders who have questions about voting their common shares or attending the Meeting should contact the Company’s strategic shareholder advisor and proxy solicitation agent, Laurel Hill Advisory Group (“Laurel Hill”), at 1-877-452-7184 (toll free in North America), at 1-416-304-0211 (for collect calls outside of North America), or by e-mail at assistance@laurelhill.com.

To see the results of voting on the matters submitted to the Company’s annual and special meeting of shareholders held on April 28, 2023, see Appendix E.

Who is soliciting my proxy?

The management of the Company is soliciting your proxy for use at the Meeting.

How are proxies solicited?

The solicitation of proxies will be primarily by mail; however, proxies may be solicited personally or by phone, email, Internet, fax transmission or other electronic means of communication by directors, officers, employees or representatives of the Company. The cost of this solicitation will be paid by the Company. In addition, Laurel Hill has been engaged by the Company in connection with the Meeting as the Company’s proxy solicitation agent and shareholder communications advisor. Laurel Hill will receive a fee of approximately C$60,000 for services provided, plus reasonable out-of-pocket expenses.

How are proxy materials delivered to shareholders?

Proxy materials are sent to registered shareholders directly. Proxy materials are sent to intermediaries to be forwarded to all non-registered (beneficial) shareholders. If you are a non-registered shareholder, and the Company or its agent has sent these materials directly to you, your name and address and information about your holdings of securities have been obtained in accordance with applicable securities regulatory requirements from the intermediary holding such securities on your behalf. The Company pays the cost of delivery of proxy materials for all registered and non-registered shareholders, including to intermediaries for delivery to objecting non-registered shareholders.

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What will I be voting on?

You will be voting on:

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the election of directors (page 14);

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the appointment of Ernst & Young LLP as the Company’s auditors (page 35);

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an amendment to the Company’s Incentive Share Purchase Plan (the “Incentive Share Purchase Plan”) (page 37);

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•

a non-binding, advisory resolution on the Company’s approach to executive compensation (page 38); and

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•

other business brought before the Meeting if any other matter is put to a vote.

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What else will happen at the Meeting?

The financial statements for the year ended December 31, 2023, together with the auditors’ report on such statements, will be presented at the Meeting.

How will these matters be decided at the Meeting?

A majority of votes cast, by proxy or in person (including through the virtual Meeting interface), will constitute approval of each of the matters specified in this Circular.

How many votes do I have?

You will have one vote for each common share of the Company you own at the close of business on March 15, 2024, the record date for the Meeting (the “Record Date”). To vote common shares that you acquired after the Record Date, you must, no later than the commencement of the Meeting:

•

request that the Company add your name to the list of voters; and

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•

properly establish ownership of the common shares or produce properly endorsed share certificates evidencing that the common shares have been transferred to you.

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How many shares are eligible to vote?

At the close of business on the Record Date, there were 498,940,643 common shares of the Company outstanding. Each common share held at that date entitles its holder to one vote. To the knowledge of the directors and officers of the Company, no person or corporation owns or exercises control or direction over 10% or more of the outstanding common shares.

How many shareholders are required for a quorum?

The Company must have at least two people present at the Meeting who hold, or represent by proxy, in aggregate, at least 25% of the outstanding common shares of the Company. Shareholders who participate in or vote at the Meeting virtually are deemed to be present at the Meeting for all purposes, including quorum.

Why is the Company holding a hybrid Meeting?

The Company believes the Meeting is an important occasion for the board of directors of the Company (the “Board of Directors” or the “Board”), management and shareholders to come together and participate in decisions relating to the governance and other business of the Company. The Company believes that offering the opportunity for shareholders to participate in the Meeting via live webcast in addition to hosting a physical Meeting will allow all shareholders to have an equal opportunity to attend and be heard at the Meeting.

How do I vote?

You can vote in advance of the Meeting, you can vote at the Meeting, both online or in person, or you can appoint a third party to attend the Meeting, both online and in person, and vote your common shares for you.

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How you vote depends on whether you are a registered shareholder or a non-registered shareholder. You are a registered shareholder if the common shares that you own are registered directly in your name as reflected in the records of our transfer agent, Computershare Trust Company of Canada (“Computershare”). You are a non-registered shareholder if the common shares that you own are held by an intermediary, generally being a bank, trust company, investment dealer, clearing agency or other institution. If you are not sure whether you are a registered shareholder or a non-registered shareholder, please contact the Company’s strategic shareholder advisor and proxy solicitation agent, Laurel Hill, by phone at 1-877-452-7184 (toll free in North America), at 1-416-304-0211 (for collect calls outside of North America), or by email at assistance@laurelhill.com.

How can I vote in advance of the Meeting as a registered shareholder?

If you were a registered shareholder at the close of business on the Record Date, you can vote in advance of the Meeting by submitting a proxy. You can vote by proxy in any of the following ways:

If you vote by proxy, your proxy must be received no later than 11:00 a.m. (Toronto time) on April 24, 2024, or no later than 48 hours (excluding Saturdays, Sundays and holidays) before the time of any adjourned or postponed Meeting, regardless of the method you choose. If you do not date your proxy, we will assume the date to be the date on which it is mailed by the Company to the holder. If you vote by phone or via the Internet, do not return your form of proxy.

How can I attend the Meeting as a registered shareholder?

If you were a registered shareholder at the close of business on the Record Date, you will be able to attend, ask questions and vote at the Meeting in person or virtually. The online webcast will be in real time through the virtual meeting interface. To attend the virtual Meeting, access https://meetnow.global/MFJPVMP, click on the “Shareholder” button and enter your 15 digit control number found on your form of proxy. See below under the headings “How can I vote at the Meeting?” and “How can I ask questions at the Meeting?” for more information.

Can I appoint someone other than the directors and officers named in the form of proxy to represent me at the Meeting?

You may appoint a person (who need not be a shareholder), other than one of the directors or officers named in the form of proxy, to represent you and vote on your behalf at the Meeting, in person or virtually. To do so, insert that person’s name in the blank space provided in the form of proxy and follow the instructions for submitting the form of proxy. If you wish to appoint someone other than the directors and officers named in the form of proxy to represent you at the Meeting, you must use a voting method other than by phone.

Shareholders who wish to appoint a third party proxyholder to represent them at the virtual Meeting must take the additional step of registering their proxyholder with Computershare once their form of proxy has been submitted. To do so, shareholders must access http://www.computershare.com/AgnicoEagle no later than 11:00 a.m. (Toronto time) on April 24, 2024, or no later than 48 hours (excluding Saturdays, Sundays and holidays) before the time of any adjourned or postponed Meeting, and provide Computershare with the required proxyholder contact information so that Computershare may register your third party proxyholder and provide your third party proxyholder with an invite code for the Meeting via email.

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Failure to register your third party proxyholder will result in your third party proxyholder not receiving an invite code, which will prevent them from being able to ask questions or vote at the virtual Meeting. If your third party proxyholder is attending the Meeting in person, you DO NOT need to register their appointment online.

How will my shares be voted if I return a proxy?

On the form of proxy, you can indicate how you would like your proxyholder to vote your common shares for any matter put to a vote at the Meeting and on any ballot, and your common shares will be voted accordingly. If you have appointed the designated directors or officers of the Company as your proxyholder and you do not indicate how you want your common shares to be voted, they intend to vote your common shares in the following manner:

(i)

FOR the election of management’s nominees as directors;

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(ii)

FOR the appointment of Ernst & Young LLP, as the Company’s auditors and the authorization of the directors to fix the remuneration of the auditors;

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(iii)

FOR the proposed amendment to the Incentive Share Purchase Plan;

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(iv)

FOR the acceptance of the Company’s approach to executive compensation; and

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(v)

FOR management’s proposals generally.

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What if I want to revoke my proxy?

Registered shareholders can revoke their proxy at any time prior to its use. You may revoke your proxy by requesting, or having your authorized attorney request, in writing to revoke your proxy. This request must be delivered to the Company’s address at Suite 400, 145 King Street East, Toronto, Ontario, M5C 2Y7, Attention: Corporate Secretary before the last business day preceding the day of the Meeting or any adjournment of the Meeting. In addition, if you log into the Meeting and accept the terms and conditions and you vote again at the Meeting, you will be revoking any and all previously submitted proxies. If you do not wish to revoke all previously submitted proxies, do not vote again at the virtual Meeting or only attend the virtual Meeting as a guest. See below under the heading “How can I attend the Meeting as a guest?” for more information.

If you are a non-registered shareholder and wish to revoke or change your prior instructions, you must contact your intermediary well in advance of the Meeting and follow its instructions. Intermediaries may set deadlines for the receipt of revocations that are further in advance of the Meeting than those set out elsewhere in this Circular and related proxy materials and, accordingly, any such revocation should be completed in coordination with your intermediary well in advance of the deadline for submitting forms of proxy or voting instruction forms to ensure it can be given effect to at the Meeting.

How can I vote in advance of the Meeting as a non-registered shareholder?

If your common shares are not registered in your name, they will be held by an intermediary, generally being a bank, trust company, investment dealer, clearing agency or other institution. Each intermediary has its own procedures that should be carefully followed by non-registered shareholders to ensure that your common shares are voted at the Meeting, including when and where the voting instruction form or form of proxy is to be delivered.

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If you are a non-registered shareholder, you should have received this Circular, together with either: (a) the voting instruction form from your intermediary to be completed and signed by you and returned to the intermediary in accordance with the instructions provided by the intermediary, or (b) a form of proxy, which has already been signed by the intermediary and is restricted as to the number of common shares beneficially owned by you, to be completed by you and returned to Computershare no later than 11:00 a.m. (Toronto time) on April 24, 2024, or no later than 48 hours (excluding Saturdays, Sundays and holidays) before the time of any adjourned or postponed Meeting.

The majority of intermediaries now delegate the responsibility for obtaining instructions from clients to Broadridge Financial Solutions Inc. (“Broadridge”). Broadridge typically prepares a machine-readable voting instruction form, mails those forms to non-registered shareholders and asks non-registered shareholders to return the forms to Broadridge, or otherwise communicate voting instructions to Broadridge (by way of the internet or telephone, for example). The Company may also use Broadridge’s QuickVote™ service to assist eligible non-registered shareholders with voting their common shares over the telephone. Eligible non-registered shareholders may be contacted by Laurel Hill to obtain voting instructions directly over the telephone.

How can I attend the Meeting as a non-registered shareholder?

If you are a non-registered shareholder and you wish to attend the Meeting, you must insert your own name in the space provided on the voting instruction form sent to you by your intermediary and follow all of the applicable instructions provided by your intermediary. By doing so, you are instructing the intermediary to appoint you as proxyholder and you will be able to attend and vote your common shares at the Meeting, in person or virtually, subject to completing the additional steps below.

In order to attend and vote your common shares at the virtual Meeting, you must take the additional step of registering yourself as proxyholder with Computershare once you have submitted your voting instruction form. To do so, shareholders must access http://www.computershare.com/AgnicoEagle no later than 11:00 a.m. (Toronto time) on April 24, 2024, or no later than 48 hours (excluding Saturdays, Sundays and holidays) before the time of any adjourned or postponed Meeting, and provide Computershare with your contact information so that Computershare may provide you with an invite code for the Meeting via email. Failure to register yourself will result in you not receiving an invite code, which will prevent you from being able to ask questions or vote at the virtual Meeting. If you plan to attend the Meeting in person, you DO NOT need to register your appointment online. Once you have been registered and received your invite code, you can attend the virtual Meeting by accessing https://meetnow.global/MFJPVMP, click on the “Shareholder” button and enter the invite code provided to you by Computershare. See below under the headings “How can I vote at the Meeting?” and “How can I ask questions at the Meeting?” for more information.

Your voting instructions must be received in sufficient time to allow your voting instruction form to be forwarded by your intermediary to Computershare. You should contact your intermediary well in advance of the Meeting and follow its instructions if you want to attend and vote at the Meeting.

Can I appoint someone other than the directors and officers named in the voting instruction form to represent me at the Meeting?

You may appoint a person (who need not be a shareholder), other than the directors or officers designated by the Company on your voting instruction form, to represent you and vote on your behalf at the Meeting, in person or virtually, subject to completing the additional steps below. To do so, insert that person’s name in the blank space provided in the voting instruction form and sent to you by your intermediary and follow all of the applicable instructions provided by your intermediary. By doing so, you are instructing the intermediary to appoint your appointee as proxyholder. If you wish to appoint someone other than the directors and officers named in the form of proxy to represent you at the Meeting, you must use a voting method other than by phone.

Shareholders who wish to appoint a third party proxyholder to represent them at the virtual Meeting must take the additional step of registering their proxyholder with Computershare once their voting instruction form has been submitted.

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To do so, shareholders must access http://www.computershare.com/AgnicoEagle no later than 11:00 a.m. (Toronto time) on April 24, 2024, or no later than 48 hours (excluding Saturdays, Sundays and holidays) before the time of any adjourned or postponed Meeting, and provide Computershare with the required proxyholder contact information so that Computershare may register your third party proxyholder and provide your third party proxyholder with an invite code for the Meeting via email. Failure to register your third party proxyholder will result in your third party proxyholder not receiving an invite code, which will prevent them from being able to ask questions or vote at the virtual Meeting. If your third party proxyholder is attending the Meeting in person, you DO NOT need to register their appointment online.

Your voting instructions must be received in sufficient time to allow your voting instruction form to be forwarded by your intermediary to Computershare. You should contact your intermediary well in advance of the Meeting and follow its instructions if you want to have a third party proxyholder attend and vote at the Meeting on your behalf.

If you are a non-registered shareholder resident in the United States and you would like to attend the virtual Meeting, you must obtain a legal proxy, executed in your favour, from the registered shareholder and submit proof of your legal proxy reflecting the number of common shares of the Company you held as of the Record Date, along with your name and email address, to Computershare and also register your details with Computershare at www.computershare.com/AgnicoEagle in order to receive an invite code. You may submit a copy of your legal proxy to Computershare by mail at 100 University Avenue, 8th Floor, Toronto, Ontario M5J 2Y1, Attention: Proxy Department or by email at uslegalproxy@computershare.com. Requests for registration must be labelled as “Legal Proxy” and be received no later than 11:00 a.m. (Toronto time) on April 24, 2024, or no later than 48 hours (excluding Saturdays, Sundays and holidays) before the time of any adjourned or postponed Meeting. You will then receive a confirmation of your registration, with an invite code, by email from Computershare that will allow you to attend the virtual Meeting. You may also appoint someone else as the proxyholder for your common shares to represent you and vote on your behalf at the virtual Meeting by obtaining a legal proxy, executed in your proxyholder’s favour, from the holder of record and registering them with Computershare in the manner described above.

How can I vote at the Meeting?

If you are attending the Meeting as a registered shareholder or a duly appointed proxyholder (including a non-registered shareholder that has been properly appointed and registered with Computershare pursuant to the instructions above), you will be able to vote your common shares in person or through the virtual Meeting interface. If you are a non-registered holder, follow the instructions of your bank, broker or other intermediary.

If you are a registered shareholder and plan to attend the Meeting and want to vote your common shares in person, do not complete or return the enclosed form of proxy — your vote will be taken and counted at the Meeting. If you are a duly appointed proxyholder (including a non-registered shareholder that has been properly appointed and registered with Computershare pursuant to the instructions above), you must have signed and returned your voting instruction form prior to the Meeting following the instructions on the form. Your vote will be taken and counted at the Meeting so do not indicate your votes on the form. Please register with our transfer agent, Computershare, when you arrive at the Meeting to ensure your vote will be counted.

If you plan to attend the Meeting virtually and want to vote your common shares online, you must vote by using the virtual ballot provided to you during the Meeting on the virtual meeting interface. It is important that you are connected to the Internet at all times during the Meeting in order to vote when voting commences.

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It is the responsibility of each attendee to ensure connectivity for the duration of the Meeting. It is recommended that you log in approximately thirty minutes before the start of the Meeting. In addition, if you log into the Meeting and accept the terms and conditions and you vote again at the Meeting, you will be revoking any and all previously submitted proxies. If you do not wish to revoke all previously submitted proxies, do not vote again at the virtual Meeting or only attend the virtual Meeting as a guest. See below under the heading “How can I attend the Meeting as a guest?” for more information.

How can I ask questions at the Meeting?

If you are attending the Meeting as a registered shareholder or a duly appointed proxyholder (including a non-registered shareholder that has been properly appointed and registered with Computershare pursuant to the instructions above), questions can be submitted in person and online.

Questions may be asked at the virtual Meeting by using the text box of the virtual Meeting interface throughout the Meeting. Questions may be asked at the physical Meeting by raising your hand to indicate you have a question when the Chair of the Meeting provides opportunities to ask questions, and clearly stating your name and identifying yourself as a shareholder or proxyholder prior to asking your question.

Questions that relate to a specific motion must indicate which motion they relate to at the start of the question (e.g., “Directors”) and must be submitted and/or asked prior to voting on the motion so they can be addressed at the appropriate time during the Meeting. If questions do not indicate which motion they relate to or are received or asked after voting on the motion, they will be addressed during the general question and answer session after the formal business of the Meeting. Proper questions or comments submitted through the text box of the virtual Meeting interface will be read or summarized by a representative of the Company, after which the Chair of the Meeting will respond or direct the question to the appropriate person to respond. If several questions relate to the same or very similar topic, the Chair of the Meeting may group the questions and state that similar questions have been received. The Chair of the Meeting reserves the right to edit or reject questions that he or she considers inappropriate. The Chair has broad authority to conduct the Meeting in a manner that is fair to all shareholders and may exercise discretion in the order in which questions are asked and the amount of time devoted to any one question.

How can I attend the Meeting as a guest?

If you would like to access the virtual Meeting as a guest in listen only mode, click on the “Guest” button after accessing the virtual Meeting interface at https://meetnow.global/MFJPVMP and enter the information requested on the online form. Please note that you will not have the ability to ask questions or vote during the Meeting if you access the Meeting as a guest.

Non-registered shareholders who do not follow the procedures set out above and in their form of proxy or voting instruction form (including having themselves properly appointed and registered with Computershare pursuant to the instructions above), will not be able to attend, vote or ask questions at the Meeting and will only be able to listen to a live webcast of the virtual Meeting as guests.

If you would like to attend the physical Meeting as a guest you are welcome to do so. Please note that only registered shareholders or duly appointed proxyholders will have the ability to ask questions or vote during the Meeting.

What should I do if I experience technical difficulties during registration or in accessing and attending the virtual Meeting?

If you experience technical difficulties during the registration process or if you encounter difficulties while accessing and attending the Meeting, please contact Computershare, the provider of the virtual meeting interface, at 1-888-724-2416 (or at 1-781-575-2748).

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VOTING IS EASY. VOTE WELL IN ADVANCE OF THE PROXY DEADLINE ON APRIL 24 AT 11:00AM EST​

Questions or Require Voting Assistance?
Contact our proxy solicitation agent:

North America Toll Free: 1-877-452-7184 Outside North America: 1-416-304-0211 Email: assistance@laurelhill.com SECTION 2: BUSINESS OF THE MEETING

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The articles of the Company provide for a minimum of five and a maximum of fifteen directors. By special resolution of the shareholders of the Company approved at the annual and special meeting of the Company held on June 27, 1996, the shareholders authorized the Board of Directors to determine the number of directors within the minimum and maximum. The number of directors to be elected at the Meeting is 11, as determined by the Board of Directors by a resolution passed on March 8, 2024. The Board of Directors has determined that a Board size of 11 directors is sufficient to provide a diversity of gender, age, education, skills, geographic representation, competencies and opinions, and to allow for effective committee organization, while at the same time being small enough to facilitate efficient meetings and decision-making at meetings.

The names of the proposed nominees for election as directors are set out below. Each nominee is currently a member of the Board of Directors, and has consented to serve as a director if elected at the Meeting and will hold office until the next annual meeting of shareholders of the Company or until his or her successor is elected or appointed or the position is vacated. Management of the Company does not currently know of any reason why any director nominee will be unable to serve as a director but, if any nominee should be unable to serve for any reason prior to the Meeting, the persons named on the enclosed form of proxy reserve the right to vote in their discretion for other nominees as directors.

The Board of Directors does not have a mandatory retirement policy for directors based solely on age nor does it have any term limits or similar mechanisms in place for forcing the renewal or replacement of directors. Rather, while the Company acknowledges that there are benefits to adding new perspectives to the Board of Directors from time to time, the Company believes that this can happen naturally without mechanisms such as term limits. In addition, the Company believes that there are also benefits that result from continuity and the experience and knowledge that comes from longer service on a board because of the complex, critical issues that boards face.

Due in part to the Company’s practice of conducting robust annual evaluations of the Board of Directors, each committee of the Board of Directors (“Committees”) and individual directors, the Board of Directors approved and adopted a resignation policy primarily based on the directors’ performance, commitment, skills and experience. As set out in greater detail under “Board of Directors Governance Matters” and “Appendix A: Statement of Corporate Governance Practices — Assessment of Directors” below, each of the directors’ performances is evaluated annually and the Company uses a rigorous identification and selection process for any new director nominees, which includes the consideration of a variety of factors, including diversity and the desired skills, experiences, competencies and qualifications needed for potential nominees having regard to the strategies, needs and best interests of the Company, the Board of Directors and the Committees.

The persons named on the enclosed form of proxy intend to VOTE FOR the election of each of the proposed nominees whose names are set out below and who are all currently directors of the Company unless a shareholder has specified in his or her proxy that his or her common shares are to be withheld from voting for the election of a proposed nominee.

The security ownership information set out below reflects ownership of (i) common shares of the Company, (ii) Restricted Share Units (“RSUs”) under the Company’s Restricted Share Unit Plan (the “RSU Plan”) (see “Compensation and Other Information — RSU Plan” on page 72 of this Circular), and (iii) Deferred Share Units (“DSUs”) under Kirkland Lake Gold Ltd.’s (“Kirkland Lake Gold”) deferred share unit plan (the “Legacy DSU Plan”) (as described below), in each case as at March 15, 2024. The common share ownership information set out below does not include common shares underlying unvested RSUs or DSUs. The RSU and DSU ownership information set out below includes only unvested RSUs and DSUs — there are no vested RSUs or DSUs.

The Company and Kirkland Lake Gold entered into a definitive merger agreement dated September 28, 2021 (the “Merger Agreement”) to effect a merger of equals by way of a court-approved plan of arrangement of Kirkland Lake Gold under the Business Corporations Act (Ontario) (the “Merger”).

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The Merger closed on February 8, 2022. The Legacy DSU Plan was assumed by the Company under the Merger Agreement and, following the closing of the Merger, each DSU that was held by a former Kirkland Lake Gold director who became a director of the Company remained outstanding in accordance with the terms of the Legacy DSU Plan and was adjusted to reflect the “Exchange Ratio” provided for in the Merger Agreement. Effective as of February 8, 2022, each former Kirkland Lake Gold director who became a director of the Company commenced participation in the RSU Plan and now receive RSUs in respect of their service as a director of the Company. Under the terms of the Legacy DSU Plan, DSUs can only be redeemed on the cessation of service or death of the director, and are settled in cash based on the “Market Price” of the Company’s common shares at the time of redemption. Effective as of February 8, 2022, no additional DSUs may be issued under the Legacy DSU Plan.

The “Value of At-Risk Investment” information set out in the biographies below indicates the total market value of common shares, RSUs and/or DSUs (all RSUs and DSUs are unvested) held by a director based on the closing price of the Company’s common shares on the Toronto Stock Exchange (the “TSX”) of C$75.78 on March 15, 2024. Directors are not eligible to receive options (“Options”) to purchase common shares of the Company pursuant to the Company’s Stock Option Plan (the “Stock Option Plan”). The rate of exchange used to convert Canadian to U.S. dollars was the average of the daily 2023 exchange rates reported by the Bank of Canada, being C$1.00 equals US$0.7409.

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NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS

The proposed nominees for election as directors are set out below.

​

*

Performance Share Units (“PSUs”) under the Company’s Share Unit Plan (the “PSU Plan”) (see “Compensation and Other Information — PSU Plan” on page  73 of this Circular). These PSUs are not included in the “Value of At-Risk Investment” set out in Mr. Al-Joundi’s biography.

​

16

 

17

 

18

 

19

 

20

 

​

(1)

Indicates the total market value of common shares, RSUs and/or DSUs (all RSUs and DSUs are unvested) held by a director based on the closing price of the Company’s common shares on the TSX of C$75.78 on March 15, 2024. Directors are not eligible to receive Options. The rate of exchange used to convert Canadian to U.S. dollars was the average of the daily 2023 exchange rates reported by the Bank of Canada, being C$1.00 equals US$0.7409.

​

21

 

Board Skills Sets and Expertise

As set out in the matrix below, the Company’s director nominees have a wide and diverse set of skills and experience which the Company believes are well suited to fulfilling the strategies, needs and best interests of the Company, its Board of Directors and Committees.

Composition of Board Committees

The Board has five Committees: (i) the Audit Committee, (ii) the Compensation Committee, (iii) the Corporate Governance Committee, (iv) the Health, Safety, Environment and Sustainable Development (“HSESD”) Committee and (v) the Technical Committee. Each Committee is comprised entirely of directors who are unrelated to and independent from the Company. The following table sets out the composition of each Committee as of March 15, 2024.

Meeting Attendance

The attendance by each nominee for election as director at Board of Directors and Committee meetings in 2023 is indicated in the biography of each individual director. The following table sets out the attendance of each of the directors to Board of Directors meetings and Committee meetings held in 2023.

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Individual Director Attendance — 2023

(1)

Mr. Gemmell resigned from the Board on April 26, 2023 — see “Compensation and Other Information — Letter from the Chair of the Compensation Committee” on page 40 of this Circular.

​

The overall meeting attendance in 2023 is shown in the graph below. In addition to formal board meetings, the Board of Directors also attends a series of education and other events described below under “Board of Directors Governance Matters — Director Education” and held a number of informal Board update sessions throughout 2023.

Overall Director Attendance — 2023

(1)

Board of Directors: 12 members for 2 meetings and 11 members for 4 meetings (100% attendance).

​

(2)

Audit Committee: 3 members for 5 meetings (100% attendance).

​

(3)

Compensation Committee: 3 members for 5 meetings and 2 members for 1 meeting (100% attendance).

​

(4)

Corporate Governance Committee: 4 members for 1 meeting and 3 members for 3 meetings (100% attendance).

​

(5)

Technical Committee: 4 members for 4 meetings (100% attendance).

​

(6)

Health, Safety, Environment and Sustainable Development Committee: 4 members for 4 meeting (100% attendance).

​

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Mr. Al-Joundi, who is the President & Chief Executive Officer of the Company, and Mr. Boyd, who was the Executive Chair of the Company until his retirement from such position on December 31, 2023, did not receive any remuneration for their services as a director of the Company in the year-ended December 31, 2023.

The table below sets out the annual retainers (annual retainers for the Lead Director and Committees Chairs are in addition to the base annual retainer) paid to the directors during the year ended December 31, 2023. Directors do not receive meeting attendance or travel fees. The value of annual retainers is specified in U.S. dollars but, for all directors other than Mr. Roberts and Ms. Lewis-Gray (who are paid in U.S. dollars), the annual retainer fees are converted and paid in the equivalent Canadian dollar amount (see “Director Compensation Table — 2023” on page 26 of this Circular).

In addition to the annual retainers described above, each non-executive director is entitled to receive an annual grant of 4,000 RSUs in January of each year. However, if a director meets the Minimum Shareholding Requirement Policy (as described under “Director Shareholding Guidelines” below), he or she can elect to receive cash in lieu of a portion of the RSUs to be granted, subject to receipt of a minimum annual grant of 1,000 RSUs. As the value of RSUs tracks the value of the Company’s common shares, the equity value of director compensation corresponds directly with share price movements, thereby closely aligning director and shareholder interests. Directors are not eligible to receive Options.

With the transition of Mr. Boyd from the role of Executive Chair to Chair of the Board on December 31, 2023, the Company adopted the following annual retainers (annual retainers for the Chair of the Board, the Lead Director and Committee Chairs will be in addition to the base annual retainer) that are expected to be paid to the directors during the year ended December 31, 2024. The Company will continue its practice of not paying meeting attendance or travel fees.

In addition to the annual retainers described above for the year ending December 31, 2024, each non-executive director other than the Chair will continue to be entitled to receive an annual grant of 4,000 RSUs in January of each year. The Chair will be entitled to receive an annual grant of 8,000 RSUs in January of each year.

In determining this compensation approach for the Chair, the Board considered, among other things, the following factors: (i) advice from the Company’s compensation consultant, including benchmarking of chair compensation at the Company’s peer group as well as the wider TSX60, (ii) the compensation approach the Company had adopted for its most recent non-executive Chair (Mr. James D. Nasso), who was entitled to the same additional annual retainer ($125,000) and same annual grant of 8,000 RSUs, for the period from January 1, 2016 until his retirement from the Board on February 8, 2022, (iii) the significant value Mr. Boyd provides to the Company, having regard to his leadership, decades of experience and strategic vision, and (iv) feedback received from shareholders with respect to the continued leadership of Mr. Boyd.

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Director Shareholding Guidelines

To more closely align the interests of directors with those of shareholders, the Company has adopted a Minimum Shareholding Requirement Policy for the Board of Directors. Pursuant to this policy, non-executive directors are required to own a minimum of 15,000 common shares of the Company, RSUs and/or DSUs and the Chair of the Board is required to own a minimum of 20,000 common shares of the Company, RSUs and/or DSUs. Directors have five years from the date of joining the Board of Directors to achieve the minimum ownership level. Mr. Al-Joundi is subject to the executive shareholding requirements set out under “Share Ownership” on page 68 of this Circular.

As of March 15, 2024, all of the directors have satisfied the minimum share ownership requirement, other than Ms. Aglukkaq, who has until March 11, 2026 (being five years from the date of Ms. Aglukkaq becoming a director) to satisfy the minimum share ownership requirement.

The following table sets out the number and the value of common shares, RSUs and DSUs held by each director of the Company.

Director Shareholdings Table

(1)

Indicates the total market value of common shares, RSUs and DSUs (all RSUs and DSUs are unvested) held by a director based on the closing price of the Company’s common shares on the TSX of C$75.78 on March 15, 2024. The rate of exchange used to convert Canadian to U.S. dollars was the average of the daily 2023 exchange rates reported by the Bank of Canada, being C$1.00 equals US$0.7409.

​

(2)

​

(3)

This amount is calculated by dividing the “Aggregate Value of Common Shares, RSUs and DSUs” by $315,306, being the value of regular director compensation as at December 31, 2023, comprised of (i) $100,000 in retainer fees, and (ii) 4,000 RSUs valued at C$72.65 each (based on the closing price of the Company’s common shares on the TSX on December 29, 2023). The rate of exchange used to convert Canadian to U.S. dollars was the average of the daily 2023 exchange rates reported by the Bank of Canada, being C$1.00 equals US$0.7409.

​

(4)

Mr. Al-Joundi is subject to the executive shareholding requirements set out under “Share Ownership” on page 68 of this Circular.

​

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The following table sets out the compensation provided to each director of the Company, other than Mr. Al-Joundi and Mr. Boyd, for the Company’s most recently completed financial year.

Director Compensation Table — 2023

(1)

All compensation was paid in Canadian dollars and is reported in U.S. dollars, except for the compensation for Mr. Roberts and Ms. Lewis-Gray, which was paid and reported in U.S. dollars. The rate of exchange used to convert Canadian to U.S. dollars was the average of the daily 2023 exchange rates reported by the Bank of Canada, being C$1.00 equals US$0.7409.

​

(2)

Represents the fair value of the RSUs granted, which were calculated by multiplying the number of RSUs granted by the “Market Price” of the Company’s common shares as provided for in the RSU Plan. The Market Price on the TSX was C$70.85 on the grant date, being January 3, 2023. The rate of exchange used to convert Canadian to U.S. dollars was the average of the daily 2023 exchange rates reported by the Bank of Canada, being C$1.00 equals US$0.7409.

​

(3)

Option-based awards are not granted to directors.

​

(4)

​

(5)

Mr. Gemmell resigned from the Board on April 26, 2023 — see “Compensation and Other Information — Letter from the Chair of the Compensation Committee” on page 40 of this Circular.

​

The following table sets out the value vested during the most recently completed financial year of the Company of incentive plan awards granted to each director of the Company, other than Mr. Al-Joundi and Mr. Boyd.

Incentive Plan Awards Table — Value Vested During Fiscal Year 2023

(1)

Option-based awards are not granted to directors and no outstanding Options that vested were held by directors during 2023.

​

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(2)

Represents the RSUs that vested in 2023 (no DSUs vested in 2023). The value is calculated as the number of RSUs which vested in 2023, multiplied by the price of the common shares of the Company on the TSX at the time of vesting. In the case of Mr. Gemmell, his 12,000 RSU’s vested on April 26, 2023, upon his resignation from the Board, in accordance with the terms of the RSU Plan. The rate of exchange used to convert Canadian to U.S. dollars was the average of the daily 2023 exchange rates reported by the Bank of Canada, being C$1.00 equals US$0.7409.

​

(3)

​

(4)

Mr. Gemmell resigned from the Board on April 26, 2023 — see “Compensation and Other Information — Letter from the Chair of the Compensation Committee” on page 40 of this Circular.

​

The following table sets out the outstanding Option awards, RSUs and DSUs (all RSUs and DSUs are unvested) of each director of the Company, other than Mr. Al-Joundi and Mr. Boyd, as at December 31, 2023.

(1)

Option-based awards are not granted to directors and no outstanding Options were held by directors as at December 31, 2023.

​

(2)

Indicates the total market value of RSUs and DSUs (all RSUs and DSUs are unvested) held by a director based on the closing price of the Company’s common shares on the TSX of C$72.65 on December 29, 2023. The rate of exchange used to convert Canadian to U.S. dollars was the average of the daily 2023 exchange rates reported by the Bank of Canada, being C$1.00 equals US$0.7409.

​

(3)

​

Cease Trade Orders and Bankruptcies

To the Company’s knowledge, as at March 15, 2024 or within the last ten years, no proposed director of the Company is or has been:

(a)

a director, chief executive officer or chief financial officer of any company (including the Company):

​

(i)

subject to an order (including a cease trade order, an order similar to a cease a trade order or an order that denied the relevant company access to any exemption under securities legislation) for a period of more than 30 consecutive days, that was issued while the proposed director was acting in the capacity as director, chief executive officer or chief financial officer; or subject to an order (including a cease trade order, an order similar to a cease trade order or an order that denied the relevant company access to any exemption under securities legislation) for a period of more than 30 consecutive days, that was issued after the proposed director ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer; or

​

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(ii)

​

(b)

a director or executive officer of any company (including the Company), that while that person was acting in that capacity or within a year of the person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets,

​

except as follows:

(i)

Ms. Aglukkaq, a director of the Company, was a director of North Bud Farms Inc. (“NBFI”) from May 7, 2018 until her resignation on February 16, 2021. On March 31, 2020, a management cease trade order was issued by the Ontario Securities Commission in respect of NBFI (the “March Order”). On June 2, 2020, the March Order was revoked and a failure-to-file cease trade order was issued by the Ontario Securities Commission in respect of NBFI (the “June Order” and, together with the March Order, the “Orders”). The Orders were issued in response to NBFI’s failure to file certain periodic disclosure documents in connection with the year ended November 30, 2019 by the applicable filing deadlines. The June Order remains outstanding.

​

In addition, to the Company’s knowledge, as at March 15, 2024 or within the last ten years, no proposed director of the Company has become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangements or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the proposed director.

In addition to the discussion below, see Appendix A: Statement of Corporate Governance Practices for additional details on the Company’s governance practices.

Majority Voting Policy

Each director of the Company is elected individually. The Board of Directors has adopted a Majority Voting Policy that provides that in an uncontested election of directors, any nominee who receives a greater number of votes “withheld” than votes “for” will tender his or her resignation to the Chair of the Board immediately following the shareholders’ meeting. The Corporate Governance Committee will then consider the offer of resignation and will make a recommendation to the Board of Directors on whether to accept it. The Board of Directors will accept the resignation absent exceptional circumstances that would warrant the director continuing to serve on the Board of Directors, as determined by the Board of Directors in accordance with its fiduciary duties to the Company. The Board of Directors will make its final decision and announce it in a news release (including fully stating its reasons for rejecting the resignation, if applicable) within 90 days following the shareholders’ meeting. A resignation shall be effective immediately upon acceptance by the Board of Directors. A director who tenders his or her resignation pursuant to the Majority Voting Policy will not participate in any meeting of the Board of Directors or the Corporate Governance Committee at which the resignation is considered.

Outside Board Participation Policy

The Board of Directors has adopted an Outside Board Participation Policy that provides that directors of the Company must seek the permission of the Corporate Governance Committee in order to serve on the board of another public company. The primary purpose of the Outside Board Participation Policy is to address any potential issues of perceived or real conflict, including any excessive external time commitments.

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Notwithstanding any approval given, should the Corporate Governance Committee later determine that it would no longer be appropriate for a director to be a director of a particular other public company, the Corporate Governance Committee will communicate that view to the director, and the director shall have a reasonable period of time, as determined by the Corporate Governance Committee, to either resign from that other public company or resign as a director from the Board of Directors. The Outside Board Participation Policy also applies to officers and employees of the Company that are not directors of the Company.

Diversity

The Board of Directors recognizes that diversity is important to ensuring that the Board as a whole possesses the qualities, attributes, experience and skills to effectively oversee the strategic direction and management of the Company. The Board of Directors recognizes and embraces the benefits of being diverse, and has identified diversity within the Board as an essential element in attracting high caliber directors and maintaining a high functioning Board. The Board of Directors considers diversity to include different genders, ages, sexual preferences, disability, cultural backgrounds, races, ethnicities, geographic areas and other characteristics of its stakeholders and the communities in which the Company is present and conducts its business. To that end, in February 2015, the Board of Directors considered and, on the recommendation of the Corporate Governance Committee, adopted a Board of Directors Diversity Policy, setting out various diversity criteria the Board of Directors and Corporate Governance Committee will consider in identifying, assessing and selecting potential nominees for the Board. This Policy was most recently updated in March 2024. Pursuant to the Policy, “diversity” includes the characteristics outlined above, and provides a framework and criteria for the Corporate Governance Committee and the Board of Directors to review and assess the composition of the Board and its Committees and to identify, evaluate and recommend potential new directors. In new director appointments and ongoing evaluations of the effectiveness of the Board of Directors, its Committees and each director, the Corporate Governance Committee and the Board will take into consideration diversity (specifically including gender) as one of the factors in order to maintain an appropriate mix and balance of diversity, attributes, skills, experience and background on the Board of Directors and its Committees. Ultimately, Board appointments are based on merit, taking into account the abilities, skills and experiences identified by the Board of Directors as being in the best interests of the Company and with due regard to the benefits of diversity in board composition and the desire to maximize the effectiveness of corporate decision-making, having regard to the best interests of the Company and its strategies and objectives, including the interests of its shareholders and other stakeholders. The Corporate Governance Committee is charged with overseeing the implementation of the Diversity Policy and monitoring and annually reporting to the Board of Directors on the diversity of the Board and its Committees to determine the Diversity Policy’s effectiveness and the Company’s progress is fostering diversity at the board level. The Board believes that the diversity represented by the directors seeking election at the Meeting in terms of gender, age, education, skills, geographic representation and competencies supports an efficient and effective Board.

In identifying suitable candidates for appointment to the Board of Directors, the Corporate Governance Committee considers candidates on merit against appropriate criteria and with due regard for the benefits of diversity in the Board of Directors composition. Without limiting the generality of the foregoing, the Corporate Governance Committee will: instruct any search firm engaged to assist the Board of Directors or the Corporate Governance Committee in identifying candidates for appointment to the Board to include women candidates; instruct any search firm engaged to assist the Board of Directors or the Corporate Governance Committee in identifying candidates for appointment to the Board to include diverse candidates beyond gender; include women candidates on the Board’s evergreen list of potential Board nominees maintained from time to time; and strive to include diverse candidates beyond gender on the Board’s evergreen list of potential Board nominees maintained from time to time. In furtherance of the Board of Director’s diversity goals, the Board of Directors has set as a target that at least 30% of the members of the Board of Directors should be women.

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The following table sets out certain statistics with respect to the diversity shown on the Board and in senior management, as confirmed by each individual director and/or executive.

(1)

Each of the Compensation Committee and the HSESD Committee is chaired by a female director.

​

(2)

Including all members of the management team at the level of Executive Vice-President and above. One of the executive officers is a woman and also racially/ethnically diverse (visible minority).

​

(3)

Including all members of the management team at the level of Executive Vice-President and above.

​

Annual Director Assessments

The Board has a formal, comprehensive process to annually assess the performance of the Board as a whole, each Committee and each individual director, which includes a peer review, and is effected under the direction of the Corporate Governance Committee. A list of suggested topics for consideration is shared with each director, which is followed by one-on-one meetings with the Lead Director and Chair of the Board. The suggested topics include a set of open-ended questions to encourage insight on board performance and functioning and to provide peer feedback to directors. Various issues are reviewed and discussed, including Board and Committee structure and composition; succession planning; risk management; director skills, experience and competencies; Board diversity, individual director engagement and contributions; Board and Committee process and effectiveness; and potential topics for director education sessions. These one-on-one meetings take place throughout the year, typically in the fall, and a summary of the meetings is prepared. The summary is initially provided to the Lead Director and the Chair of the Corporate Governance Committee and then shared with all directors and forms the basis for the annual Board/Committee/Director review and discussion at a Corporate Governance Committee meeting and subsequent Board meeting. The Company may, from time to time, engage an independent third party to conduct the annual assessment.

Board Renewal

The Board of Directors does not have a mandatory retirement policy for directors based solely on age nor does it have any term limits or similar mechanisms in place for forcing the renewal or replacement of directors. Rather, it has determined that the best means of ensuring director effectiveness is through the rigorous annual performance evaluations described under “Annual Director Assessments” and not adherence to arbitrary timelines. In conjunction with the annual performance assessments, the Corporate Governance Committee will continue to monitor, evaluate and assess best corporate governance practices and proposals with respect to board renewal mechanisms having regard to, among other things, the performance of individual directors, the Board and to the strategies, needs and best interests of the Company. As discussed in greater detail under “Appendix A: Statement of Corporate Governance Practices — Assessment of Directors”, the Board has adopted a resignation policy primarily based on the directors’ performance, commitment, skills and experience in order to foster an appropriate level of renewal and diversity of perspectives at the board level.

Director Education

The Board believes in the importance of ongoing director education to enable directors to remain current with developments in the mining industry generally, with issues and challenges faced by the Company in particular and with evolving governance norms and practices.

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During the annual performance assessments of the Board (see “Annual Director Assessments” above) the Lead Director solicits feedback from individual directors on suggested topics or areas that the directors believe would be beneficial for the Board with respect to director education. These suggestions are then considered by the Lead Director and the Chair in developing the agenda of a Director Education Session, typically held in July of each year. In developing the agenda for the Director Education Session, the Lead Director and the Chair also take into account the topics that have been presented at recent Director Education Sessions. For example, in developing the agenda for the Director Education Session held in July 2023, the Lead Director and the Chair took into account the following topics that were presented to the Board at the Director Education Sessions from 2018 – 2022.

Having regard to the foregoing, in 2023 the following director education activities took place:

In addition to the Director Education Sessions and standing agenda items at regular quarterly Board and Committee meetings, from time to time the Board and Committees will request information on particular topics that they believe would be beneficial for the Board and/or Committee. For example, in 2023, the following topics were discussed, among others:

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Shareholder Engagement

The Board and management recognize the importance of an open and consistent engagement process with the Company’s shareholders and other stakeholders. This engagement process is effected by several means, including through the Company’s annual and quarterly reports, annual information form, management information circular, annual general meeting of shareholders, quarterly conference calls, news releases, website, discussions with various investor stewardship or corporate governance departments of the Company’s shareholders, industry conferences and an extensive and comprehensive program for members of senior management (and, on occasion, directors) to personally meet with the Company’s existing and potential shareholders throughout the year. In 2023, representatives of the Company held meetings with individuals and representatives of entities holding, in aggregate, approximately 45% of the outstanding shares of the Company (which, in turn, represented approximately 80% of the Company’s shares held by actively managed institutional investors).

In April 2023, the Company completed a significant outreach effort to engage with shareholders to discuss the Company’s approach to executive compensation prior to the “Say On Pay” vote at the Company’s April 28, 2023 annual general meeting and gather shareholder feedback with respect to the foregoing. During this outreach, approximately 30 virtual meetings with shareholders were held, representing approximately 32% of the outstanding shares of the Company. These meetings were attended by a combination of the Executive Chair, the Lead Director, members of the Compensation Committee, the Chief Executive Officer, the General Counsel and representatives from the Company’s Investor Relations team.

In addition, in November and December 2023, the Company completed a further outreach effort to engage with shareholders to discuss the result of the “Say On Pay” vote at the Company’s April 28, 2023 annual general meeting, introduce the new Chair of the Compensation Committee, discuss adjustments to the Company’s approach to executive compensation and gather shareholder feedback with respect to the foregoing. During this process, the Company reached out to 27 of its largest shareholders (excluding broker dealers), representing over 40% of the outstanding shares of the Company. In-person and virtual meetings were held with those shareholders who expressed interest, with 16 meetings held representing approximately 25% of the outstanding shares of the Company.

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These meetings were attended by a combination of the Chair of the Compensation Committee, the Chief Executive Officer, the General Counsel and representatives from the Company’s Investor Relations team, including in-person meetings in London, Boston, New York and Toronto.

For additional details on the Company’s engagement with shareholders in 2023 with respect to the Company’s approach to executive compensation, see “Letter from the Chair of the Compensation Committee” starting on page 40 of this Circular.

Shareholders may provide comments directly to the Board by addressing correspondence to the Lead Director of the Board, Agnico Eagle Mines Limited, Suite 400, 145 King Street East, Toronto, Ontario, Canada, M5C 2Y7, which will be forwarded to the independent Lead Director (except for solicitations for purchase or sale of products or services, or similar correspondence) or by e-mail to board@agnicoeagle.com.

Diversity, Equity & Inclusion

The Board and management view diversity, equity and inclusion as essential to the growth and success of the Company. In support of this view, the Company implemented a Diversity and Inclusion Policy in December 2018. This policy values diversity and inclusion across all aspects of the Company.

Management has developed a global long-term strategy to accelerate and broaden the Company’s approach to diversity, equity and inclusion. The priorities cover four key areas: understanding the composition of the Company’s communities and workforce; increasing awareness and developing an inclusive mindset through training and resources; attracting, retaining and advancing diverse people by ensuring an equitable and inclusive workplace; and partnering for success with industry associations, suppliers and interested groups to advance diversity in mining. In addition, the Company has dedicated personnel to advancing the Company’s diversity, equity and inclusion strategy.

In that context, the Company aims to create an inclusive and collaborative environment where the diversity of perspectives, experiences, cultures, genders, ages and skills of employees are valued and can be leveraged at every level. The Company believes that one of its strengths lies in its ability to leverage the diversity of its employees to drive innovation and to quickly adapt to ongoing changes in the global market and the gold mining industry. With this in mind, management has identified increasing the number of diverse candidates in leadership positions within the Company as a priority to be achieved by focusing on the preparation and support of diverse candidates in leadership positions. In 2023, one of the Company’s Named Executive Officers is a woman (20%) and two of the Company’s Named Executive Officers are visible minorities (40%).

Through the Company’s participation in the Great Place To Work Survey, the demographic diversity of our workforce is tracked and monitored by including voluntary self-identification questions in the countries where it is legislatively supported. This approach has allowed us to understand our local employee demographics as well as the engagement of employees on a more granular level. This information is then used to tailor inclusion strategies to address the various needs and experiences of our workforce.

In particular, the Company continues to identify and work to mitigate the systemic barriers to the participation and advancement of women in the mining industry. The Company has also continued its efforts to increase the number of women entering its workforce as well as advancement within the Company, and tracks and reports on the progress of advancing women, though does not set any fixed percentages or quotas. In 2023, women represented approximately 15% of the Company’s global workforce (and 25% of the Company’s senior corporate executives). Gender representation in decision-making roles is measured to track progress in the advancement of women and they currently represent 21% of our employees in leadership positions. As the Company plans for the future, efforts have been made and will be increased to include gender diverse candidates in the Company’s succession planning and recruitment initiatives. In particular, recruitment teams have received training on how to eliminate biases in the recruitment process and prioritize the inclusion of gender diverse candidate pools in the interview process when feasible.

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The Company introduced the Dr Leanne Baker Scholarship and Development Program in 2021. This program is named in honour of Dr. Leanne Baker, a member of the Company’s board for 17 years until she passed away in 2020, including serving as Chair of the Audit Committee. The Dr Leanne Baker Scholarship and Development Program is geared at accelerating women into leadership positions through a two-year mentorship and training program. The program, now in its third cohort, has contributed to the promotion of 64% of participants in the first two cohorts.

In addition to internal programs, the Company supports gender pay equity and access to advancement opportunities by sponsoring and participating in programs including the International Women in Mining Resource and Mentorship Program, the Women’s Leadership Intensive workshops and conducting annual reviews of Gender-based Pay Equity.

The Company’s resourcing strategy strongly encourages hiring of local talent to lead and manage operations. This strategy has a positive effect on engagement, encouraging a sense local ownership, establishing a strong base for responsiveness to community needs, ambassadorship and talent retention. The current local employment rate is approximately 66%; an increase of 5% from the previous year.

Commitment to Indigenous employment and reconciliation continues to be a key priority. The Company expects to publish its first Reconciliation Action Plan and begin implementation in the second half of 2024. This plan aims at responding to, among other things, the United Nations Declaration on the Rights of Indigenous People and the call for action No. 92 of the Truth and Reconciliation Commission of Canada: Calls to Action, and builds upon the Company’s existing Indigenous programs, initiatives and long-standing relations with Indigenous peoples. Significant progress was made in 2023 on developing the Reconciliation Action Plan, with more than 200 employees, stakeholders and rights holders being consulted during the year.

At the Company’s operations in Nunavut, the Company is focused on eliminating systemic barriers that affect Inuit. In addition, the Company is increasing awareness in the context of diversity and inclusion in the North, by building inclusive leadership behaviours to enhance everyone’s sense of belonging. In 2023, the Company worked in collaboration with Urban Inuit Associations from Ottawa & Winnipeg to conduct Career and Employment Information Sessions to engage with Urban Inuit community members as part of an overall strategy to remove barriers to employment. Our Sanajiksanut program is a streamlined community-based approach to hiring that aims to position the Company as an employer of choice for Nunavummiut. It is designed to increase local employment and help develop local talent through training programs and empower our Inuit workforce to build their own legacy within their communities.

Aligned with our commitment to creating an equitable and inclusive workplace, the Company launched a “Cultural Foundation” module in our Leadership Development Program where supervisors receive a full day of immersion in the Inuit Culture, increasing the awareness of traditional activities and realities.

Each summer, the Meliadine mine takes advantage of the close proximity to the community of Rankin Inlet to hold afterhours community visits. An Inuit employee from Rankin Inlet volunteers to bring employees on weekly tours of the community to increase learning and cultural awareness. Over 100 employees took part in this activity in 2023, increasing their knowledge about the northern culture. The Company is also committed to including Inuit Qaujimajatuqangit principles in our management approach and Elders from the region are invited to the mine site to meet and address employees about Inuit societal values and principles that guide all aspects of social living.

At the Company’s operations in Ontario, the Company implemented a community workforce project focused on skill development in Northern Ontario, positively contributing to strategies for increasing the pool of available skilled workers. The one-year project exceeded its target of 146 participants by over 50%, with a final participant list of 223 community members. The final trainees who benefited from both the training and immediate employment opportunities included 92 Indigenous community members, 101 women, 80 youth (aged 29 years and under) and 14 persons with disabilities. Through this project the Company partnered with various workforce development partners, as well as educational and skill development partners, to support the local labour market needs and increase the retention of available skilled workers in Northern Ontario.

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Cybersecurity

The Audit Committee advises the Board of Directors in its oversight responsibilities regarding, among other things, the Company’s cybersecurity program. The Company’s senior management reports to the Audit Committee on a quarterly basis, and periodically reports to the Board of Directors as a whole, with respect to the Company’s cybersecurity status and performance. The Company periodically has external audits performed on its IT systems by information technology experts. For example, in each of 2018 and 2021 the Company commissioned a third party audit of the Company’s “operational technology” systems. In addition, the Board of Directors periodically participates in education sessions with respect to cybersecurity — see “Director Education” above.

Climate Change

The Board, through the HSESD Committee, is responsible for monitoring and reviewing climate change related risks and opportunities and the Company’s plans to address climate change. The Company’s senior management reports to the HSESD Committee on a quarterly basis, and periodically reports to the Board of Directors as a whole, with respect to climate change related risks and opportunities and the Company’s plans to address climate change. The Board of Directors also periodically participates in education sessions with respect to climate change related matters — see “Director Education” above. The Board has identified Mr. Al-Joundi as possessing climate expertise having regard to, among other things, Mr. Al-Joundi’s education as a mechanical engineer and his participation on the Company’s Steering Committee on Climate-related Risks and Opportunities.

The Company published its first Climate Action Report in 2023. The Climate Action Report, prepared in alignment with the Task Force on Climate-related Financial Disclosures (TCFD), supports the Company’s interim carbon reduction target of 30% by 2030 and a goal of achieving Net-Zero carbon emissions by 2050.

For additional information with respect to the Company’s approach to climate change, see the Company’s Climate Action Report and Sustainability Report, each of which can be accessed through the Company’s website under “Sustainability” at www.agnicoeagle.com.

The persons named in the enclosed form of proxy intend to VOTE FOR the appointment of Ernst & Young LLP as the Company’s auditors, and for the directors to fix the remuneration of the auditors unless a shareholder has specified in his or her proxy that his or her common shares are to be withheld from voting for the appointment of Ernst & Young LLP as the Company’s auditors.

The Audit Committee annually reviews Ernst and Young’s LLP (“EY”) performance and independence. During these reviews, the Audit Committee considers, among other things:

•

the quality and efficiency of EY’s recent audits, including the performance of the partner in charge and the broader audit team;

​

•

EY’s independence and objectivity in performance of audit services;

​

•

EY’s capability and expertise in handling the breadth and complexity of the Company’s operations;

​

•

the quality and candor of EY’s communications with the Audit Committee and management; and

​

•

EY’s tenure as the Company’s external auditor, including the benefits of maintaining a consistent auditor, along with controls and processes that safeguard EY’s independence.

​

EY became the Company’s auditors in 1983 and the Audit Committee believes that EY’s tenure offers certain benefits, including:

•

enhanced audit quality as a result of experience with the Company that has provided EY with significant institutional knowledge of, and deep expertise regarding, the Company’s global mining business, accounting policies and practices and internal control over financial reporting; and effective audit plans and efficient fee structures as a result of EY’s extensive knowledge of the Company’s business and control framework.

​

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•

​

In addition, the Audit Committee believes that there are strong independence controls in place between the Company and EY, including:

•

thorough Audit Committee oversight — the Audit Committee’s oversight includes regular private meetings with EY, an evaluation of EY’s performance and an Audit Committee driven process for selecting the lead engagement partner;

​

•

through robust pre-approval policies and procedures — the Audit Committee must pre-approve of all fees paid to EY prior to the commencement of the specific engagement; and

​

•

strong internal EY independence policies and procedures — the Audit Committee understands that EY conducts periodic internal quality reviews of its audit work and conducts mandatory annual training for professionals and staff on independence requirements and procedures.

​

The Company has also adopted a policy regarding the Company’s employment of former EY employees to ensure that auditor independence is not impaired due to the employment of former EY employees.

Having regard to the foregoing, the Audit Committee and the Board believe that the quality of EY’s services, communications and interaction with the Audit Committee is of a high standard.

Fees paid to Ernst & Young LLP for 2023 and 2022 are set out below.

(1)

​

(2)

​

Audit fees were paid for professional services rendered by the auditors for the audit of the Company’s annual financial statements and related statutory and regulatory filings and for the quarterly review of the Company’s interim financial statements.

Audit-related fees were paid for assurance and related services performed by the auditors that are reasonably related to the performance of the audit of the Company’s financial statements. This includes consultation with respect to financial reporting, accounting standards and compliance with Section 404 of the Sarbanes-Oxley Act of 2002 (“SOX”).

Tax consulting fees were paid for professional services relating to tax compliance, tax advice and tax planning. These services included the review of tax returns and tax planning and advisory services in connection with international and domestic taxation issues.

All other fees were paid for services other than the services described above and include fees for professional services rendered by the auditors in connection with the translation of securities regulatory filings required to comply with securities laws in certain Canadian jurisdictions.

No other fees were paid to auditors in the previous two years.

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The Audit Committee has adopted a policy that requires the pre-approval of all fees paid to Ernst & Young LLP prior to the commencement of the specific engagement and all fees referred to above were pre-approved in accordance with such policy.

Ernst & Young LLP is the external auditor of the Company and has confirmed that it is (i) independent with respect to the Company within the meaning of the CPA Code of Professional Conduct of the Chartered Professional Accountants of Ontario and (ii) an independent registered public accounting firm with respect to the Company within the meaning of the U.S. Securities Act of 1933, the applicable rules and regulations adopted thereunder by the SEC and the Public Company Accounting Oversight Board (United States). Canadian auditor independence rules provide that the lead audit partner of a reporting issuer or listed entity shall rotate out of such position every seven years. The SEC’s rules on auditor independence provide that the lead audit partner of an SEC issuer shall rotate out of such position every five years. The Company’s current lead audit partner started their rotation in 2021.

The audited annual financial statements for the year ended December 31, 2023 have been mailed to the Company’s shareholders with this Circular.

The annual burn rate for each of the three most recently completed fiscal years for each security-based compensation arrangement (being the Stock Option Plan and the Incentive Share Purchase Plan) are as follows:

The declining aggregate burn rates for all plans demonstrate management’s ongoing commitment to control the impact of compensation arrangements on dilution while fostering alignment of employee and shareholder interest.

The Incentive Share Purchase Plan provides participants with an incentive to enhance shareholder value by providing a form of compensation that is tied to increases in the market value of the Company’s common shares. Details on the Incentive Share Purchase Plan can be found on page 79 of this Circular.

The Company currently has reserved 9,600,000 common shares for issuance under the Incentive Share Purchase Plan. The Compensation Committee considers the Incentive Share Purchase Plan to be an integral part of overall compensation in order to attract, retain and motivate employees with the skills and commitment needed to lead and grow the Company’s business. The need to attract and retain skilled employees remains important in the competitive mining market. The Company believes that participation in the Incentive Share Purchase Plan also aligns the incentives of employees with the long-term success of the Company. Accordingly, the Board, on the recommendation of the Compensation Committee, is recommending to increase the number of common shares reserved for issuance under the Incentive Share Purchase Plan by 4,000,000 common shares from the current 9,600,000 common shares to 13,600,000 common shares. As at March 15, 2024, 9,228,309 common shares had been issued under the Incentive Share Purchase Plan, representing 1.85% of the 498,940,643 common shares issued and outstanding as of March 15, 2024.

37

 

Accordingly, if the increase is approved, the number of common shares available for future common share issuance will be 4,371,691, representing 0.88% of the 498,940,643 common shares issued and outstanding as of March 15, 2024.

At the Meeting, shareholders will be asked to consider an ordinary resolution (attached to this Circular as Appendix B) to approve the above amendments to the Incentive Share Purchase Plan. A copy of the Incentive Share Purchase Plan which has been amended and restated to reflect the proposed amendment is attached to this Circular as Appendix C.

The Incentive Share Purchase Plan does not limit the participation of insiders other than non-executive directors who are prohibited from participating in the Incentive Share Purchase Plan. The maximum amount a participant is permitted to contribute to the Incentive Share Purchase Plan is 10% of the participant’s base salary and the Company is permitted to make a matching contribution of up to 50% of the participant’s contributions. The aggregate number of the Company’s common shares: (i) issued to insiders within any one year period, and (ii) issuable to insiders at any time under the Incentive Share Purchase Plan, could theoretically exceed 10% of the Company’s issued and outstanding common shares and consequently TSX Rules provide that the votes attached to the securities held by all insiders eligible to participate in the Incentive Share Purchase Plan and their associates and affiliates (the “Eligible Insiders”) must be excluded from the vote on the Incentive Share Purchase Plan resolution. Accordingly, shareholders of the Company, other than the Eligible Insiders, are being asked to approve the increase by a majority of the votes cast, by proxy or in person. As of March 15, 2024, 421,869 common shares were held by Eligible Insiders and will be excluded from the vote. In addition to shareholder approval, the increase in common shares available for future grants under the Incentive Share Purchase Plan is subject to regulatory approval. If you do not indicate how you want your common shares to be voted, the persons named in the proxy intend to vote your common shares FOR the proposed amendment to the Company’s Incentive Share Purchase Plan.

The Company has two security based compensation arrangements pursuant to which common shares may be issued from treasury:

1.

the Stock Option Plan, pursuant to which 2,059,492 common shares are available for future issuance and 5,493,987 common shares are issuable on the exercise of outstanding options, representing 1.51% of the Company’s 498,940,643 issued and outstanding common shares as of March 15, 2024; and

​

2.

the Incentive Share Purchase Plan, pursuant to which 4,371,691 common shares will be issuable, if the resolution is approved, representing 0.88% of the Company’s 498,940,643 issued and outstanding common shares as of March 15, 2024.

​

Accordingly, if the resolution is approved, an aggregate number of 11,925,170 common shares will be issuable under all security based compensation arrangements of the Company, representing 2.39% of the Company’s 498,940,643 issued and outstanding common shares as of March 15, 2024.

The Board of Directors believes that the Company’s compensation program must align the interests of management with the interests of the Company’s shareholders, provide a strong incentive to its executives to achieve the Company’s goals and be competitive with companies in its peer group. A detailed discussion of the Company’s executive compensation program is provided under “Compensation Discussion & Analysis” starting on page 45 of this Circular.

In line with corporate governance best practices in respect of executive compensation, commonly known as “Say on Pay”, the Board of Directors has determined to provide shareholders with a “Say on Pay” advisory vote at the Meeting to endorse or not endorse the Company’s approach to executive compensation. At the Company’s last annual and special meeting of shareholders held on April 28, 2023, 25.16% of shareholders voted in favour of the Company’s non-binding resolution on executive compensation (compared with the 24.41% of shares voted in favour at the April 29, 2022 meeting, 84.92% of shares voted in favour at the April 30, 2021 meeting and the 95.42% of shares voted in favour at the May 1, 2020 meeting).

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For a discussion of the steps the Compensation Committee and the Board of Directors took to address the results of the “Say on Pay” advisory vote at the Company’s last annual and special meeting of shareholders held on April 28, 2023, please see “Letter from the Chair of the Compensation Committee” below as well as the “Compensation Discussion & Analysis” starting on page 40 of this Circular.

At the Meeting, shareholders will be asked to consider the following resolution, which is also attached to this Circular as Appendix D:

1.   on an advisory basis and not to diminish the role and responsibilities of the Board of Directors of the Company, the approach to executive compensation disclosed in this Circular is hereby accepted.

Because this vote is advisory, it will not be binding upon the Board of Directors. However, the Board of Directors and the Compensation Committee will take the outcome of the vote into account in their ongoing review of executive compensation and, if warranted, will refine the Company’s approach to executive compensation in an effort to continue to make the executive compensation practices of the Company acceptable to shareholders.

39

 

SECTION 3: COMPENSATION AND OTHER INFORMATION

March 22, 2024​

Delivering on our Commitments

Dear Fellow Shareholders:

2023 was a record breaking year for Agnico Eagle:

•

We achieved the Company’s best global safety performance in its 67 year history

​

•

We achieved record annual production of 3,439,654 ounces of gold

​

•

We achieved record annual free cash flow

​

•

We increased proven and probable mineral reserves to a record 53.8 million ounces of gold

​

2023 also saw the Company continue to position itself for future success:

•

We completed the acquisition of the remaining 50% interest of the Canadian Malartic mine, as well as Yamana Gold’s other Canadian assets

​

•

We completed the formation of a 50/50 joint venture with Teck Resources Limited with respect to the San Nicolás copper-zinc development project in Zacatecas, Mexico

​

•

We successfully completed the integration of the business following the Merger with Kirkland Lake Gold

​

However, even with these significant successes, the Compensation Committee and the Board were very concerned and disappointed by the results of the “Say on Pay” advisory vote at the Company’s last annual and special meeting of shareholders held on April 28, 2023.

Leading up to that “Say on Pay” vote, and in the months that followed, the Company engaged extensively with its shareholders to understand the root causes of the previous “Say on Pay” vote result and made certain commitments to you, our owners. This letter describes these engagement efforts, the feedback we received, the changes we made and shows how we have delivered on our commitments.

Engagement Activities

In April 2023, the Company completed a significant outreach effort to engage with shareholders to discuss the Company’s approach to executive compensation leading up to the “Say On Pay” vote at the Company’s April 28, 2023 annual general meeting. During this outreach, approximately 30 virtual meetings with shareholders were held, representing approximately 32% of the outstanding shares of the Company (the “Spring Engagement”).

The primary feedback received from shareholders during the Spring Engagement meetings related to the one-time bonuses that the Company had paid in 2022 in connection with the Merger with Kirkland Lake Gold. In addition, some shareholders expressed concern with a governance structure that included an Executive Chair and some with the quantum of severance payments made to a former CEO. Ultimately, only 25.16% of shareholders voted in favour of the Company’s non-binding resolution on executive compensation at the April 2023 meeting, following a similar result of only 24.41% of shareholders voting in favour at the April 2022 meeting.

When I became Chair of the Compensation Committee in July, I made it a focus to meet with our shareholders, in person when possible, to introduce myself to them, listen to their feedback and have the opportunity to incorporate that feedback when making decisions with respect to 2023. Accordingly, in November and December 2023, the Company completed a further outreach effort with shareholders. During this outreach, the Company reached out to 27 of our largest shareholders (excluding broker dealers), representing over 40% of the outstanding shares of the Company. In-person and virtual meetings were held with those shareholders who expressed interest, and I personally met with 16 shareholders representing approximately 25% of the outstanding shares of the Company (the “Fall Engagement”).

40

 

I also met virtually with representatives from the two largest proxy advisory firms.

The primary feedback received from shareholders during the Fall Engagement meetings continued to relate to the one-time bonuses that the Company had paid in connection with the Merger with Kirkland Lake Gold. However, shareholders also expressed support for the recent changes the Company had made to executive compensation practices and appreciated the opportunity to meet with me as the Chair of the Compensation Committee. Notably, while the former CEO severance payment was discussed as an area of concern during the Spring Engagement, almost no shareholders continued to identify this as a concern during the Fall Engagement.

Commitments Made & Commitments Kept

During the Spring Engagement and the Fall Engagement, the Company made certain commitments with respect to executive compensation based on the feedback received. These commitments included:

41

 

As set out in the waterfall chart below, the variance between the expectations set out in the 2023 management information circular with respect to CEO compensation and the actual result is entirely attributable to increases in the Company’s share price and the strengthening of the Canadian dollar relative to the US dollar at time of measurement.

(1)

Total 2023 Pro Forma CEO Compensation expected for the Chief Executive Officer as set out in the 2023 management information circular, comprised of: (i) base salary of C$1,300,000, (ii) STIP paid at target of C$2,600,000, and (iii) fixed grants of 40,000 RSUs and 40,000 PSUs multiplied by the closing price of the Company’s common shares on the TSX of C$67.88 on March 21, 2023. The rate of exchange used to convert Canadian to U.S. dollars was the exchange rate reported by the Bank of Canada on March 21, 2023, being C$1.00 equals US$0.7296. This amount did not include certain other ancillary amounts, including with respect to pension entitlements and other compensation.

​

(2)

Represents the difference between (i) the share price used in the 2023 Pro Forma CEO Compensation to calculate the value of RSUs and PSUs, being C$67.88 on March 21, 2023, and (ii) the share price used in the 2023 Actual CEO Compensation to calculate the value of RSUs and PSUs, being C$73.45 (the “Market Price” of the Company’s common shares as provided for in the RSU Plan and PSU Plan) on December 31, 2023.

​

(3)

Represents the difference between (i) the rate of exchange used to convert Canadian to U.S. dollars in the 2023 Pro Forma CEO Compensation, being C$1.00 equals US$0.7296, as reported by the Bank of Canada on March 21, 2023, and (ii) the rate of exchange used to convert Canadian to U.S. dollars in the 2023 Actual CEO Compensation, being C$1.00 equals US$0.7409, the average of the daily 2023 exchange rates reported by the Bank of Canada.

​

42

 

(4)

Total 2023 Actual CEO Compensation paid to the Chief Executive Officer as set out in the Summary Compensation Table, not including certain other ancillary amounts, including with respect to pension entitlements and other compensation.

​

As set out in the table below, the total cash and non-cash compensation paid to the Company’s Named Executive Officers in 2023 has returned to predicable levels, with the total in 2023 being approximately the same as 2019 when the Company’s shareholders voted overwhelmingly in favour of the Company’s approach to executive compensation with 95.42% of shareholders voting for “Say on Pay” with respect to 2019.

Other Changes

In addition to the changes described above based directly on feedback from shareholders, the Company also made the following changes to strengthen its executive compensation practices in 2023 based on evolving best practices and feedback from certain proxy advisory firms. The Company discussed these changes with shareholders during the Spring Engagement and/or Fall Engagement to ensure that shareholders were supportive of the changes.

•

Additional Emphasis on PSUs — In 2023, the Compensation Committee adjusted the Company’s practice with respect to the granting of PSUs and RSUs, shifting from a 50/50 ratio of PSUs to RSUs to a 60/40 ratio of PSUs to RSUs. This approach was first taken with the LTIP approved in December 2023 (awards to be granted in December 2024). The Compensation Committee remains committed to fixed grant practices of PSUs and RSUs for the President & Chief Executive Officer and will continue this practice with the new 60/40 PSU to RSU ratio — that is, rather than receiving 40,000 PSUs and 40,000 RSUs for an aggregate grant of 80,000 units, the President & Chief Executive Officer will now receive 48,000 PSUs and 32,000 RSUs for an aggregate grant of 80,000 units beginning with the grant approved in December 2023 and to be made in December 2024. The Company’s shareholders expressed support for this change during the Fall Engagement

​

•

Elimination of Options — In 2023, the Company eliminated the granting of Options for executives at the level of Vice-President and above. The Company’s shareholders expressed support for this change during the Spring Engagement and the Fall Engagement

​

•

STIP Methodology — In 2023, the Company adjusted the calculation methodology for certain of the performance measures used to calculate the Corporate Performance Score used in the STIP in order to base them on pre-determined and pre-disclosed formulas. Following such adjustments, approximately 50% of the Corporate Performance Score is now calculated based on pre-determined and pre-disclosed formulas, thereby reducing the exercise of discretion in calculating the Corporate Performance Score. The Company’s shareholders expressed support for this change during the Fall Engagement

​

•

Recoupment Policy — In 2023, the Company strengthened the Recoupment Policy. The Recoupment Policy does not require that the financial statements of the Company be restated in order for an Executive to have his or her annual incentive compensation clawed back and has been amended to expressly comply with U.S. securities laws

​

The changes made in 2023 followed other recent changes to the Company’s executive compensation practices. Other recent changes include:

•

LTIP Grant Practices — In 2022, the Company adjusted the timing of PSU and RSU awards to better align the disclosure of pay for performance, which adjustments are reflected beginning in 2023. The Company discussed this change in approach with shareholders during the Fall Engagement to ensure it continued to address historical concerns of shareholders and received support for this change

​

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•

Change of Control Practices — In 2022, the Company (i) entered into new executive employment contracts with all employees at the level of Vice-President and above to provide for “double trigger” change of control provisions, and (ii) amended the PSU Plan to provide that following a change of control of the Company, the “performance factor” of outstanding PSUs will be calculated based on performance as of the date of the change of control, rather than the PSUs vesting at target. The Company discussed this change in approach with shareholders during the Fall Engagement to ensure it continued to address historical concerns of shareholders and received support for these changes

​

Compensation Committee Refreshment

I was appointed Chair of the Compensation Committee in July 2023. My appointment followed the resignation of Mr. Gemmell on April 26, 2023. Mr. Gemmell participated in the Spring Engagement prior to his resignation — during the Spring Engagement, he determined that the support for the Company’s 2022 compensation practices was unsatisfactory and, as then Chair of the Compensation Committee and as an independent director committed to sound governance practices, felt that it would be in the best interests of the Company to withdraw his nomination as director of the Company and resign from the Board of Directors. During the Fall Engagement, only one shareholder expressed concern with the resignation of Mr. Gemmell prior to the April 2023 annual general meeting, and all shareholders expressed support for the refreshment of the Compensation Committee.

I am confident that together with my colleagues on the Compensation Committee, Martine Celej and Peter Grosskopf, we have the necessary skills, focus and perspective to gain the confidence of the Company’s shareholders on compensation matters.

Conclusion

Each year we actively review our executive compensation practices. Having heard the message delivered by shareholders with the recent “Say on Pay” votes and following extensive shareholder engagement, we have made significant changes to address the concerns raised in addition to other recent program changes. Among other things, we:

•

Established a policy of not paying special cash bonuses or one-time cash bonuses to executives

​

•

Transitioned from the Executive Chair governance structure to the non-executive Chair governance structure

​

•

Delivered on the reset of CEO compensation

​

On a personal note, I have enjoyed the opportunity to meet with our shareholders and other stakeholders and receive frank feedback on the Company’s compensation practices. In many cases, the Company’s relationship with our shareholders goes back decades, and I look forward to continuing the Company’s long track record of delivering for our owners. I would be pleased to discuss any additional feedback on our approaches to Executive Compensation and can be reached at board@AgnicoEagle.com.

We are confident that our recent “Say on Pay” challenges are now behind us and we look forward to continuing to deliver value to you.

The Hon. Leona Aglukkaq

(Chair)

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Role of the Compensation Committee

The Compensation Committee exercises broad oversight responsibilities regarding Board, executive and senior management compensation. The Compensation Committee reviews, approves and recommends to the Board for its approval the Company’s compensation policies. The Compensation Committee also reviews, approves and makes recommendations to the Board concerning the compensation proposed to be paid to the Board, officers and senior management of the Company as well as awards proposed to be made to them under the Company’s incentive plans. In conjunction with the Board, the Compensation Committee also reviews the Company’s management development programs, its succession plans relating to senior management and performance goals and thresholds to be achieved under its incentive plans. As a means of assisting the Compensation Committee, management researches external sources for compensation data and best practices and external compensation consultants may be retained from time to time.

A key compensation objective of the Company is that compensation should be aligned with performance. In 2023, performance highlights included, among other things, that the Company:

•

achieved its best global safety performance in its 67 year history;

​

•

​

•

​

•

​

•

​

•

​

•

completed the transaction with Yamana Gold Inc. and Pan American Silver Corp. that resulted in Agnico Eagle acquiring the remaining 50% interest of the Canadian Malartic mine, as well as Yamana Gold’s other Canadian assets (the “Yamana Transaction”);

​

•

​

•

​

•

​

Named Executive Officers

The named executive officers (the “Named Executive Officers” or “NEOs”) of the Company and its subsidiaries for the year ended December 31, 2023 include the President & Chief Executive Officer, the Chief Financial Officer, the next three highest-paid executive officers and the former Chief Financial Officer. For purposes of the Compensation Discussion & Analysis section of this Circular, the focus will be on the NEOs. The following table sets out the Company’s NEOs for 2023:

(1)

Mr. Porter was appointed Executive Vice-President, Finance and Chief Financial Officer of the Company on May 1, 2023.

​

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(2)

Mr. Boyd was appointed Executive Chair of the Company on February 8, 2022, following the Merger. Prior to his appointment as Executive Chair, Mr. Boyd served as the Chief Executive Officer and Vice-Chair of the Company. Mr. Boyd retired from the position of Executive Chair on December 31, 2023 and has served as the Chair of the Board since such time.

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(3)

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Compensation Program Philosophy

Management of the Company, including the Named Executive Officers, have a significant influence on corporate performance and creating shareholder value. With this in mind, the Company’s philosophy regarding compensation is that it must:

•

ensure that the interests of the Named Executive Officers and the Company’s shareholders are aligned;

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•

ensure the pay received by the Named Executive Offices is aligned with the Company’s performance;

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•

be competitive in order to attract and retain Named Executive Officers with the skills and talent needed to lead and grow the Company’s business; and

​

•

provide a strong incentive to achieve the Company’s goals.

​

Elements of Compensation

The compensation paid to the Company’s Named Executive Officers generally has four components:

•

base salary and benefits;

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•

short-term incentive compensation (annual bonus) under the Company’s short-term incentive plan (“STIP”);

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•

long-term incentive compensation that may consist of grants of RSUs and PSUs under the Company’s long-term incentive plan (“LTIP”), as well as optional participation in the Incentive Share Purchase Plan; and

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•

career compensation in the form of retirement benefits (pension).

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Beginning in 2023, no executives at the level of Vice-President and above (including all of the NEOs) are granted Options).

Compensation Considerations

The Compensation Committee begins to review corporate and management performance in October of each year and, after several formal and informal meetings over the succeeding months, finalizes its review and analyses in mid-December and submits its compensation recommendations to the Board of Directors. The Board of Directors considers the recommendations and the timing related to compensation matters is as follows: (i) base salary — any adjustment becomes effective on January 1 of the next calendar year; (ii) bonus — any STIP payment is made within that calendar year (which reflects performance relating to that year); and (iii) any long-term incentive grants (RSUs and/or PSUs) relating to performance in the current year are awarded in December of the following year in order to more closely align executive compensation with shareholder performance.

When conducting its evaluation of each Named Executive Officer, the Compensation Committee considers, among other things, executive compensation surveys, recommendations by the Company’s executive compensation consultant and the performance of the NEO as summarized in evaluations prepared by the Chief Executive Officer for each NEO (other than the Chief Executive Officer) and an evaluation prepared by the Chair and Lead Director for the Chief Executive Officer. The Board of Directors reviews the recommendations made by the Compensation Committee and gives final approval on the compensation of the NEOs. The Board of Directors has complete discretion over the amount and composition of each NEO’s compensation.

In 2023, the Company’s Human Resources department conducted an internal market analysis using publicly available information from the Company’s peer group (the “Internal Survey”) and surveys provided by several compensation firms, notably the 2023 Mercer Mining Industry Compensation Survey (the “Mercer Mining Survey”).

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This market information, among other things, was used by the Compensation Committee and the Board of Directors in recommending and approving the salary adjustments, the bonuses and long-term incentive grants for the Company’s officers.

Compensation Consultant

The Compensation Committee has retained Meridian Compensation Partners (“Meridian”) as its independent executive compensation consultant. The engagement began in 2012. The mandate of the executive compensation consultant is to serve the Company and to work for the Compensation Committee in its review of executive and director compensation and related governance matters. The nature and scope of services provided by Meridian to the Compensation Committee in 2023 included advice following the result of the most recent “Say on Pay” vote, advice regarding incentive design practices relative to market, review and advice with respect to peer group selection and benchmarking executive and director compensation levels and pay mix.

The Compensation Committee does not direct Meridian to perform services in any particular manner or under any particular method. It approves all invoices for executive compensation work performed by Meridian. The Compensation Committee has the final authority to hire and terminate Meridian as its executive compensation consultant. Meridian has not provided any other services to the Company other than executive and director compensation consulting services. The aggregate fees related to the executive and directors compensation consulting services paid to Meridian for the past two years were:

(1)

​

(2)

​

Risk Considerations

The Company’s total compensation plan is designed to drive long-term increases in shareholder value. The creation of an appropriate plan requires an understanding of the Company’s objectives and the individuals charged with delivering the expected results. The Company strives to design its total compensation plan so that the plan does not result in or encourage behavior that is inconsistent with the goals and objectives of the Company.

The Company continues to experience changes in production, mineral reserves, mineral resources, operations, employees and the international scope of its business, all of which accelerated in 2022 with the Merger. The Board believes that the success of the Company in delivering value for shareholders is largely determined by the quality and consistency of its strategy and the execution thereof. In this regard, the Board believes that it is important to ensure that compensation programs are designed to attract, motivate and retain key employees in order to achieve or exceed the strategic objectives of the Company. As part of its ongoing oversight duties, the Compensation Committee considers the implications of risk associated with the Company’s compensation policies and practices having regard to various elements such as, among other things, retention of key personnel and appropriate performance targets that reward and align performance with compensation. The Company believes that its current compensation policies and practices, including the changes described in the “Letter from the Chair of the Compensation Committee” above, achieve a proper balance between compensation to reflect both annual performance and long-term value creation. While there is a certain level of overlap between the metrics used for assessing performance under the short-term incentive plan and the PSU Plan (for example, both include reference to total shareholder return, production and costs): (i) the time periods over which the metrics are assessed vary; (ii) when assessed on a relative basis, the peer groups used vary; and (iii) the weightings assigned to each metric vary.

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Based on these differences, and the fact that these three elements are among the most important factors used by shareholders in assessing the Company’s performance, the Company believes these metrics are appropriate and do not create compensation related risk.

The Company has an anti-hedging policy, set out in the Company’s Code of Business Conduct and Ethics, that prohibits all directors and officers from short-selling or trading in derivatives of the Company’s securities. In addition, Named Executive Officers are required to own a minimum number of common shares to foster the alignment of management and shareholder interests (see “Share Ownership” on page 68 of this Circular). The Company also has a recoupment policy to assist in the management of compensation related risk (see “Executive Incentive Compensation Recoupment Policy” on page 68 of this Circular).

Peer Group

In 2023, the Compensation Committee, with advice from the Company’s executive compensation consultant, reviewed the Company’s peer group used for the Internal Survey and for determining certain performance factors in the short-term incentive plan. This review was necessitated by the continued growth in the size and scale of the Company, corporate activity within the peer group resulting in certain constituents no longer continuing to exist (for example, Yamana Gold Inc.) and executive compensation best practices. In particular, given the Company’s size and position within the gold mining industry, there are now fewer companies that are directly comparable with the Company in the gold mining industry.

The screening criteria for selecting the companies in the peer group initially included whether: (i) the company operates in the mining sector with a focus on exploration, development and production; (ii) the company has a listing on a U.S. stock exchange; (iii) the company has operations in multiple countries; and (iv) the market capitalization of the companies in the peer group are reasonably comparable to the Company, having regard to the limited number of comparable companies. As this screening criteria did not result in a peer group with a sufficient number of constituent members, the criteria was then expanded to consider (i) companies on the TSX60 or other exchanges in the mining industry, (ii) companies on the TSX60 or other exchanges in adjacent industries to the mining industry (i.e., resource companies), and where (iii) the companies have a size of operations comparable with those of the Company, and (iv) the companies have a market capitalization taken within the context of the peer group overall that is reasonably comparable to the Company. Once this screening was complete, the Compensation Committee also (i) reviewed a “peer of peers” analysis, (ii) reviewed the peer groups selected by certain proxy rating agencies to benchmark the findings, and (iii) considered feedback from shareholders.

Following this review, the Compensation Committee selected the following 14 companies for the Internal Survey and to form the peer group for 2023 compensation purposes: Anglo American, Barrick Gold Corporation, Cameco Corporation, First Quantum Minerals, Freeport-McMoRan Inc., Kinross Gold Corporation, Lundin Mining Corporation, Newmont Corporation, Nutrien Ltd., Pan American Silver Corp., Rio Tinto plc, Suncor Energy, TC Energy Corporation and Teck Resources. The Company believes this peer group is a good representation of mining industry salaries (primarily gold companies, but including the mining industry generally and adjacent industries) and an appropriate basis for comparisons to the Company. The Company also believes that this peer group is an appropriate size to provide robust data, limit the impact of outlying data and promote year-over-year stability.

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The chart below sets out certain statistics with respect to the peer group for 2023 compensation purposes.

(1)

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Base Salary

To retain a competent, strong and effective executive management group, the salaries paid by the Company must be competitive with others in the industry generally, as well as within the regional market in which the Named Executive Officer is located. Base salary levels take into account each Named Executive Officer’s individual responsibilities, experience, performance and contribution to enhancing shareholder value. The base salary policy is structured to provide a solid base compensation level for Named Executive Officers to encourage achievement of the Company’s goals while aligning their interests with the interests of the Company’s shareholders.

Annual base salaries are benchmarked against the Internal Survey together with external surveys of average base salaries paid to officers of other mining companies with similar characteristics to the Company. In the Internal Survey, the Company reviewed the 2023 management information circulars or equivalent disclosure documents of the 14 companies in the Company’s peer group. The information reviewed reflected actual compensation paid in 2022.

The external survey used was the Mercer Mining Survey. The Mercer Mining Survey reflected executive base salary remuneration as at April 1, 2023 of 51 mining companies, including 29 Canadian mining companies. Of the companies included in the Mercer Mining Survey, only a minority were listed on a US based stock exchange and only approximately seven were larger than the Company, as measured by market capitalization.

The Company does not use the base salaries of senior executives in peer group companies to set the Named Executive Officers base salaries; for instance, there is no policy or practice that the Named Executive Officers salaries must be within a certain quartile of the base salaries of senior executives in peer group companies or any numerical target. Rather, the information from the Internal Survey was used to clarify the position for the Named Executive Officers and to evaluate the compensation of the other executive officers of the Company, while the information from the Mercer Mining Survey was used to verify that the results of the Internal Survey are consistent with Canadian and U.S. industry standards. Because 2023 base salary adjustments (which reflect 2022 performance) are made at the beginning of 2023 but not disclosed in a management information circular until almost fifteen months later, there can sometimes be a perceived disconnect between pay and performance.

Incentive Compensation

Incentive compensation is contingent upon the performance of the Company and the individual’s contribution toward that performance. Incentive compensation may consist of cash bonuses under the Company’s short-term incentive plan and long-term incentive compensation in the form of grants of units under the Company’s RSU Plan and units under the Company’s PSU Plan. Any award or grant of incentive compensation is discretionary.

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a.

Short-Term Incentives

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Philosophy

The Company’s policy with respect to short-term incentives is to ensure that proper criteria are used to measure and reward the performance of senior executives and management within the organization.

The overall percentage of incentive compensation should reflect market best practices with respect to incentive compensation, as determined based on the review of external sources of compensation data from peer companies. It should also reflect the equity principles and practices adopted and fostered by the Company.

The short-term incentive policy links the contributions of the Named Executive Officers with business performance by rewarding achievements. Short-term incentive compensation is results-driven, and targets must be achieved for the incentive payout to be earned.

In 2023, following engagement with shareholders, the Company adopted a policy of not paying special cash bonuses or one-time cash bonuses to executives. Rather, the only cash bonus amounts payable to executives will be calculated and awarded in accordance with the STIP. See “Letter from the Chair of the Compensation Committee” starting on page 40 of this Circular for additional details.

Calculation

The STIP award amount is calculated as follows:

For a further description of the elements used to calculate the STIP award amount see (i) “Target Incentive Levels” below with respect to the individual incentive targets for the Named Executive Officers, (ii) “Individual Performance Factor” and “2023 Individual Performance Factors for Named Executive Officers” below with respect to the individual performance factors, (iii) “Corporate Performance Factor” and “2023 Corporate Performance Score” below with respect to the corporate performance factor, (iv) “Summary Compensation Table” below with respect to base salaries, and (v) “Target Incentive Levels” and “Individual Performance Factor” below with respect to the maximum incentive payout. Taken together, this information discloses all goals under the STIP and the manner in which awards are calculated.

Target Incentive Levels

Target incentive levels for the STIP are defined as a percentage of base salary and vary by role in the Company and position level. For the Named Executive Officers, the target incentive levels are as follows:

(1)

The Compensation Committee had determined that Mr. Boyd, in his role as Executive Chair, was not eligible to receive a STIP. Rather, Mr. Boyd’s compensation package consisted of a fixed base salary and fixed annual grants of RSUs and PSUs.

​

(2)

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Individual Performance Factor

The individual performance of each Named Executive Officer is assessed each year during the annual review process and an individual performance factor is set by the Compensation Committee with respect to the Chief Executive Officer and by the Chief Executive Officer with respect to the other Named Executive Officers. The individual performance factor is set between 0% and 150%.

The Compensation Committee can augment the bonus payout to the Chief Executive Officer to a discretionary amount by adjusting the maximum individual performance factor beyond 150%. The Chief Executive Officer can augment the bonus payout to the other Named Executive Officers to a discretionary amount by adjusting the maximum individual performance factor beyond 150%. However, notwithstanding the exercise of such discretion, the total short-term incentive payment cannot exceed the maximum incentive payout set out above for the given position and the Compensation Committee expects that this discretion would only be exercised in extraordinary circumstances. The Board has final approval of any amounts awarded. See below for details.

Corporate Performance Factor

Each year, specific corporate objectives are established by the Compensation Committee to align compensation with the Company’s strategy. The key performance measures and relative weight applied to each key performance measure may vary from year to year to reflect the Company’s then current focus, while always having regard to the Company’s strategy and compensation philosophy. The Corporate Performance Score is assessed by the Chief Executive Officer, reviewed by the Compensation Committee, and approved by the Board against criteria determined by the Board.

In 2023, the Company adjusted the calculation methodology of certain of the performance measures used to calculate the Corporate Performance Score in order to base them on pre-determined and pre-disclosed formulas. Following such adjustments, approximately 50% of the Corporate Performance Score is now calculated based on pre-determined and pre-disclosed formulas, thereby reducing the exercise of discretion in calculating the Corporate Performance Score. See the descriptions below for a discussion of these adjustments. See “Letter from the Chair of the Compensation Committee” starting on page 40 of this Circular for additional details.

2023 Corporate Performance Score

The corporate objectives and performance for 2023 were, and the objectives for 2024 are as follows: