Outstanding Incentive Plan Awards Table — 2019

        The following table sets out the attendance of each of the directors to the Board of Directors meetings and the Committee meetings held in 2019.

Cease Trade Orders and Bankruptcies

        To the Company's knowledge, as at March 17, 2020 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

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(ii)

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;



(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)

Mr. Leiderman, a director of the Company, was a director of Colossus Minerals Inc. ("Colossus") from August 1, 2011 until his resignation on November 13, 2013. On February 7, 2014, Colossus filed a proposal to its creditors under the Bankruptcy and Insolvency Act (Canada). On April 30, 2014, Colossus announced that it had completed the implementation of the previously announced court-approved proposal and plan of reorganization filed under the Bankruptcy and Insolvency Act (Canada); and



(ii)

Dr. Baker, a director of the Company, was a director of Sutter Gold Mining Inc. ("Sutter") from November 1, 2011 to May 21, 2019. On May 17, 2019, a receiver was appointed over all of the assets, undertakings and properties of Sutter. The receiver was appointed pursuant to an application brought by Sutter's secured lender, RMB Australia Holdings Inc., with the consent of Sutter.

        In addition, to the Company's knowledge, as at March 17, 2020 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.

Board of Directors Governance Matters

Majority Voting Policy

        On February 20, 2008, the Board of Directors adopted a policy providing 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. This policy was most recently updated by the Board of Directors on February 14, 2019. Under the updated policy, the Corporate Governance Committee will 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. A resignation shall be effective immediately upon acceptance by the Board. The Board of Directors will make its final decision and announce it in a press release (including fully stating its reasons for rejecting the resignation, if applicable) within 90 days following the shareholders' meeting. A director who tenders his or her resignation pursuant to this policy will not participate in any meeting of the Board of Directors or the Corporate Governance Committee at which the resignation is considered.

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 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

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a high functioning Board. The Board considers diversity to include different genders, ages, 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 considered and, on the recommendation of the Corporate Governance Committee, adopted a Board of Directors Diversity Policy, setting out various diversity criteria the Board and Corporate Governance Committee will consider in identifying, assessing and selecting potential nominees for the Board. Pursuant to the Policy, "diversity" includes the characteristics outlined above, and provides a framework and criteria for the Corporate Governance Committee and the Board 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, 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 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 does not set any fixed percentages for any specific selection criteria as it believes that quotas or strict rules do not necessarily result in the identification or selection of the best candidates but, rather, all factors should be considered when assessing and determining the merits of an individual director and the composition of a high functioning Board. Assuming all nominated directors are elected at the Meeting, the proportion of women on the Board would be 33.3% (3 of 9) of the non-executive directors, the proportion of non-resident Canadians would be 22% (2 of 9) of the non-executive directors, the proportion of women on the entire Board of Directors would be 30% (3 of 10) of all directors and the proportion of women Committee chairs is currently 50% (2 of 4). 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.

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 is effected under the direction of the Corporate Governance Committee. A list of suggested topics for consideration is circulated to each director, which is followed by one-on-one meetings with the Chair of the Board. Various issues are reviewed and discussed, including Board and Committee structure and composition; succession planning; risk management; director skills, experience and competencies; individual director engagement and contributions; and Board and Committee process and effectiveness. These one-on-one meetings take place throughout the year and a summary of the comments is prepared. The summary is initially provided to 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 the Corporate Governance Committee meeting and the subsequent Board meeting held each December.

Resignation Policy

        The Board does not currently have a director term limit policy or similar mechanisms in place for forcing the renewal or replacement of its 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

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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.

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 proxy circular, annual report, 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 2019, meetings were held with individuals and representatives of entities holding, in aggregate, more than 50% of the outstanding shares of the Company).

        Shareholders may provide comments directly to the Board by addressing correspondence to the Chair 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 Chair (except for solicitations for purchase or sale of products or services, or similar correspondence) or by e-mail to board@agnicoeagle.com.

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Women in Leadership

        The Board and management view diversity 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.

        In that context, the Company aims to create an inclusive environment where the diversity of perspectives, experiences, cultures, genders, ages and skills of employees can be leveraged at every level and 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 the ongoing changes in the global market and the gold mining industry. With this in mind, management has identified increasing the number of women in leadership positions within the Company as a priority to be achieved by focusing on the preparation and support of women in leadership positions, rather than the attainment of quotas.

        The Company continues to identify and work to mitigate the systemic barriers to the participation and advancement of women in the mining industry in Canada, with a particular focus in the Company's Northern Operations on eliminating systematic barriers that affect Inuit women at the Company's sites in Nunavut. In addition, the Company is increasing awareness in the context of diversity and inclusion in the North, by building self-awareness and leadership skills to further the development of women.

        The Company does not set any fixed percentages or quotas regarding women in executive officer positions as it does not believe that gender alone should be the overriding factor when selecting the best candidate, rather all factors should be considered when assessing and determining the merits of a potential executive officer. Traditionally, the mining industry has not had a large group of female professionals from which to draw upon. To address this issue, the Company has continued its efforts to increase the number of women entering its workforce. In 2019, women represented approximately 16% of the Company's global workforce (and 13% of the Company's senior corporate executives). As at March 17, 2020, women represented 20% of the Company's senior corporate executives. 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 addition, management is developing a global long-term strategy of priorities for diversity and inclusion.

Appointment of Auditors

        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. Representatives of Ernst & Young LLP are expected to be present at the Meeting to respond to appropriate questions and make a statement if they wish to do so. Ernst & Young LLP became the Company's auditors in 1983. Fees paid to Ernst & Young LLP for 2019 and 2018 are set out below.

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        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 consist of fees 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.

        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.

Financial Statements

        The audited annual financial statements for the year ended December 31, 2019 have been mailed to the Company's shareholders with this Circular.

        Therefore, the burn rates for the Stock Option Plan have been: 2019 — 0.89%; 2018 — 0.85%; and 2017 — 0.88%. The burn rates for the Incentive Share Purchase Plan have been: 2019 — 0.18%; 2018 — 0.22%; and 2017 — 0.17%. The aggregate burn rates for the combined security-based compensation arrangements have been: 2019 — 1.08% dilution; 2018 — 1.07% dilution; and 2017 — 1.04% dilution. The essentially stable 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.

Advisory Vote on Approach to Executive Compensation

        The Board of Directors believes that the Company's compensation program must be competitive with companies in its peer group, provide a strong incentive to its executives to achieve the Company's goals and align the interests of management with the interests of the Company's shareholders. A detailed discussion of the Company's executive compensation program is provided under "Compensation Discussion & Analysis" starting on page 27 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

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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 26, 2019, 71.77% of shareholders voted in favour of the Company's non-binding resolution on executive compensation (essentially the same as the 71.84% of shares voted in favour at the April 27, 2018 meeting). For the 2018 compensation period the Company substantially revised the short-term incentive plan for executives to, among other things, provide more clearly defined objective goals and to include more per share metrics as performance targets. This is the second year that this new structure has been applied and the Company wishes to evaluate the results and reaction to it to determine if any adjustments would be appropriate. The Company monitors, assesses and, when warranted, will refine this approach in an effort to continue to make the executive compensation practices of the Company acceptable to shareholders.

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

BE IT RESOLVED AS AN ADVISORY RESOLUTION THAT:

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.

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SECTION 3: COMPENSATION AND OTHER INFORMATION

Letter from the Compensation Committee

March 17, 2020

Dear Fellow Shareholders:

        "Pay-for-performance" and "alignment with shareholders" are two philosophies which traditionally have formed the foundation of our executive compensation practices. While our performance in 2019 compared to our peer group remained strong (and has been for many years), we continue to take a measured approach to compensation to reflect not only our absolute and relative performance but the realities of prevailing market conditions.

        This letter describes the performance of the Company in 2019, responses to feedback received relating to the Company's Short-Term Incentive Plan ("STIP") which was restructured in 2018, and feedback on the alignment of long-term incentive plan value with shareholder interests and efforts being made to limit dilution.

2019 Performance

        The performance of the Company in 2019 was mixed. Record annual gold production of 1,782,147 ounces was achieved (production guidance was exceeded for the eighth consecutive year). However, annual total cash costs per ounce of $673 and annual all-in sustaining costs of $938 were both approximately 4% higher than the midpoint of cost guidance for 2019 — primarily due to the slower than expected ramp up of operations at the two new Nunavut sites (the Meliadine mine and the Amaruq satellite deposit at Meadowbank). While, in aggregate, the start-ups of Meliadine and Amaruq were on schedule and under budget, the slower ramp up resulted in the production of less gold than expected with higher total cash costs per ounce and all-in sustaining costs per ounce as a consequence. The Company is focused on the optimization of these operations in 2020 as they are expected to be key contributors to the future growth of the Company. Production and costs from the other mine sites were largely in line with expectations.

        Mineral reserves, net of 2019 production, at the end of 2019 decreased by approximately 2% from 2018; however, the grade increased by approximately 5% from 2.70 grams per tonne ("g/t") to 2.83 g/t. Measured and indicated mineral resources increased by approximately 4% and inferred mineral resources increased by approximately 19% from the end of 2018 to the end of 2019 — demonstrating project pipeline potential to support future production growth.

        Quarterly dividends were increased twice in 2019 — 14% in February and 40% in October, and with 2019 activities providing a solid foundation for expected future growth, the Company raised the quarterly dividend by an additional 14% in February, 2020.

2019 Compensation

Incentive Plans

        In 2018, we substantially revised and replaced our STIP to incorporate: (1) an emphasis on clear, easy to measure targets and measuring performance against these identified targets; (2) a greater emphasis on per share results (including cash flow per share, dividends per share, and mineral reserve and mineral resource replacement per share) and profitability measures (such as return on invested capital); and (3) a more detailed explanation of the rationale behind the performance metrics and actual results versus targets. We did not make any changes to the STIP in 2019 as this is a new structure and we wished to monitor how well it functioned over multiple periods.

        The STIP is now broadly based on what the Company considers to be the three pillars of a successful company: (1) people — the health and safety of our workforce is of the highest priority; positive relations with the communities in which we operate, working in an environmentally responsible manner and in accordance with best governance practices and the development of our personnel is crucial to long-term success;

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(2) performance — the ability to execute in terms of both operations and financial results; and (3) pipeline — the need to build new mines efficiently, find new properties effectively and continually find more mineral reserves and mineral resources on properties we already own or through selective acquisitions. The Company believes these pillars are key factors in delivering value to shareholders and they are assessed and evaluated as follows:

1.

People — 25% weighting: Health & Safety (15%); Environment, Social and Governance (5%); People Development (5%)



2.

Performance — Operational —  25% weighting: Production (10%); Total Cash Costs (7.5%); All-in Sustaining Costs (7.5%)



3.

Performance — Financial — 25% weighting: Operating Cash Flow per share (5%); Return on Invested Capital (5%); Dividends per share (5%); Total Shareholder Return (10%)



4.

Pipeline — 25% weighting: Capital Project Execution (10%); Mineral Reserves per share (5%); Mineral Resources per share (5%); Corporate Development Pipeline (5%)

        In connection with the 2019 proxy season, the Company received feedback from certain stakeholders with respect to our compensation program. Key elements of this feedback, together with our responses, are set out below.

1.

Vesting Below Median — under the PSU Plan, executives may receive awards if the Company's relative metrics are below the 50^th percentile of the designated peer group over the performance period.

Response: while below median performance does not disqualify an executive for awards regarding a specific target, there is a significant reduction in the payout in respect of that target where performance is below median, including to the point where the award can be reduced to zero. See page 51 for a description of the PSU Plan.

2.

STIP — the Company relies on the Compensation Committee's judgment to determine whether a large portion of the targets have been satisfied — there should be more fixed targets.

Response: 55% of the metrics have pre-set fixed targets (15% — Health & Safety; 10% — Production; 7.5% — Total Cash Costs; 7.5% — All-in Sustaining Costs; 5% — Return on Invested Capital and 10% — Total Shareholder Return). 30% of the metrics have more general targets (5% — Operating Cash Flow per share — positive and increasing over time; 5% — Dividends per share — growth over time; 10% — Capital Project Execution — on time and budget; and 5% each for both Mineral Reserves per share and Mineral Resources per share — both have a target of growth over time) — the Company believes that, in a business where fluctuating commodity prices can have a significant impact on financial performance, and having regard to the competing uses of cash in a fluid environment, it is more appropriate to set more general targets for these objectives. The last 15% of the STIP metrics are judgment based (5% — Environmental, Social and Governance; 5% — People Development and 5% — Corporate Development Pipeline) — the Company believes that fixed targets for these metrics would not be meaningful and that discretion and judgment is the better approach. See page 31 for a description of the STIP.

3.

Overlapping performance conditions — the STIP and PSU Plan are based on similar metrics, which may allow for a high-level of payout (or lack thereof) for hitting (or missing) similar targets — this may potentially put too much focus on certain performance metrics rather than overall financial health and performance.

Response: The metrics set out in the STIP were chosen as the Company believes they cover significant elements in operating a successful mining business. While certain of these criteria may also be included in the PSU Plan, there are different measurement periods and peer groups (for instance, under the STIP, Total Shareholder Return is measured over a one year period while under the PSU Plan, the measurement period is almost three years and the peer group is larger and more diverse) or a different weighting (for instance, in the STIP, Total Shareholder Return has a much

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lower weighting, Production has a slightly lower weighting and Total Cash Costs and All-in Sustaining Costs have a slightly higher weighting than in the PSU Plan). The Company believes that as these metrics are key drivers of value, it is appropriate that they be incorporated in both short-term and long-term incentive plans and that the different weightings, comparison groups and performance periods mitigate duplication concerns.

4.

Performance Goals Not Disclosed — the Company fails to adequately describe all goals under the STIP and the vesting conditions for the PSUs under the PSU Plan.

Response: the issues relating to goal setting in the STIP are discussed above in the Response to comment number 2. The vesting conditions for the performance elements of the PSUs under the PSU Plan are clearly set out on pages 44 through 47 of this Circular.

Long-Term incentive value is directly tied to share price performance; attention to dilution

        At the beginning of 2013, with the objective of more fully aligning management and shareholders interests in connection with the long-term incentive component of compensation, we decided to only grant RSUs (augmented by PSUs beginning in 2016) to the Chief Executive Officer (in addition, the President does not receive grants of Options); other senior management also receives RSUs and PSUs as well as Options, but the awards of Options are being gradually reduced over time (with respect to 2019 performance, officers received, in aggregate, 200,500 Options; 2018 — 278,000 Options; 2017 — 349,000 Options). Since 2013, the Chief Executive Officer has received a fixed, flat amount of RSUs annually (changed to 50% RSUs and 50% PSUs in 2016). Since 2017, the President also receives a fixed, flat amount of RSUs and PSUs (50% RSUs and 50% PSUs). Accordingly, as the number of RSUs and PSUs awarded to the Chief Executive Office and President are fixed, the value of these awards fluctuates directly with changes in the Company's share price. In 2019, 53% of the total compensation of the Named Executive Officers was comprised of the value of the long-term incentive awards, with 49% of the total compensation being the value of RSUs and PSUs, which are purchased in the market and are therefore non-dilutive.

        In addition, the Company's practice of granting Options to employees even at a mid-level of management is a fundamental compensation tenet to fostering the growth and performance of the Company. As discussed on page 22 under "Three Year Burn Rate", the level of dilution associated with the Stock Option Plan has been consistent over the last three years and the Compensation Committee believes that this level of dilution is reasonable, particularly given that of the Options granted with respect to 2019 performance, approximately 87% were awarded to employees below the level of officer.

Conclusion

        We understand that compensation programs are not static and we will continue to review and consider other metrics which could potentially be used as factors when assessing and evaluating performance in the context of compensation adjustments and awards.

        The Board and Compensation Committee believe that the compensation practices of the Company achieve the objectives of "pay-for-performance" and "alignment with shareholders". The Board and management remain committed to delivering superior performance in a challenging environment, for the benefit of you, our owners.

        We trust that you agree with our approach and we look forward to continuing to deliver value to you.

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Compensation Discussion & Analysis

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, Chief Executive Officer, President and other 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 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 2019, highlights included, among other things:

•

record annual production of 1,782,147 ounces of gold — the eighth consecutive year in which gold production exceeded the original guidance for the year;



•

record cash generated by operating activities;



•

gold mineral reserves (net of production) decreased slightly (approximately 2%), however, the grade of the mineral reserves increased by approximately 5%;



•

increased measured and indicated mineral resources by approximately 4% and inferred mineral resources by approximately 19%;



•

the two Nunavut projects commenced commercial production, Meliadine (May, 2019) and the Amaruq satellite deposit at Meadowbank (September, 2019), with total expenditures under budget and on schedule;



•

advanced the Kittila shaft and mill expansion project; and



•

quarterly dividends increased twice in 2019 — 14% ($0.11 to $0.125) in February and 40% ($0.125 to $0.175) in October, and following strong performance in 2019, increased by an additional 14% ($0.175 to $0.20) in February, 2020.