UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO
RULE 13a-16 OR 15d-16 UNDER THE
SECURITIES EXCHANGE ACT OF 1934
For the month of March, 2023.
Commission File Number 001-13422
AGNICO EAGLE MINES LIMITED
(Translation of registrant’s name into English)
145 King Street East, Suite 400, Toronto, Ontario M5C 2Y7
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F ¨ Form 40-F x
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101 (b)( 1): ¨
Note: Regulation S-T Rule 101 (b)( 1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101 (b)(7): ¨
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934. Yes ¨ No x
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-___________.
EXHIBITS
Exhibit No. | Exhibit Description |
99.1 | Agnico Eagle Mines Limited’s Notice of Annual and Special Meeting of Shareholders and Management Information Circular dated March 21, 2023 |
99.2 | Form of Proxy |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
AGNICO EAGLE MINES LIMITED | ||
(Registrant) | ||
Date: March 27, 2023 | By: | /s/ Chris Vollmershausen |
Chris Vollmershausen | ||
Executive Vice-President, Legal, General Counsel & Corporate Secretary |
Exhibit Number 99.1 submitted with this Form 6-K is hereby incorporated by reference into Agnico Eagle Mines Limited's Registration Statements on Form F-3D (Reg. No. 333-249203) and Form S-8 (Reg. Nos. 333-130339 and 333-152004).
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Date:
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| | Friday, April 28, 2023 | |
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Time:
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| | 11:00 a.m. (Toronto time) | |
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Place:
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Arcadian Court, 401 Bay Street, Simpson Tower, 8th Floor, Toronto, Ontario, M5H 2Y4 and online at https://meetnow.global/M5UPTSH
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Business of the Meeting:
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1.
Receipt of the financial statements of Agnico Eagle Mines Limited (the “Company”) for the year ended December 31, 2022 and the auditors’ report on the statements;
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2.
Election of directors;
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3.
Appointment of auditors;
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4.
Consideration of and, if deemed advisable, the passing of a non-binding, advisory resolution accepting the Company’s approach to executive compensation; and
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5.
Consideration of any other business which may be properly brought before the Annual and Special Meeting of Shareholders (the “Meeting”).
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Notes to Readers
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By Telephone:
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Call Computershare toll free in North America at 1-866-732-8683 or outside North America at 1-312-588-4290. You will need your 15-digit control number, which can be found on your form of proxy. Please note that you cannot appoint anyone other than the directors and officers named on your form of proxy as your proxyholder if you vote by telephone.
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| By Internet: | | |
Access www.investorvote.com and follow the instructions on the screen. You will need your 15-digit control number, which can be found on your form of proxy.
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| By Mail: | | |
Complete, sign and date your form of proxy and return it to Computershare at 100 University Avenue, 8th Floor, Toronto, Ontario M5J 2Y1, Attention: Proxy Department in the envelope provided.
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Registered Shareholders
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Beneficial Shareholders
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Common shares held in own name and
represented by a physical certificate or DRS. |
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Common shares held with a bank, broker
or other intermediary. |
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Internet
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www.investorvote.com
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www.proxyvote.com
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Telephone
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1-866-732-8683
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Call the applicable number listed on the voting instruction form.
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Mail
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Return the form of proxy in the enclosed postage paid envelope.
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Return the voting instruction form in the enclosed postage paid envelope.
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Election of Directors
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Leona Aglukkaq
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Age: 56
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Independent
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Diversity Factors: Female, Aboriginal
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2022 Voting Result: 99.33%
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Director since 2021
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Ms. Aglukkaq, of West Bay, Nova Scotia, Canada, is an experienced politician and government administrator from the Kitikmeot Region of Nunavut. She was first elected as a Member of Parliament in 2008 and, in 2009, became the first Inuk in Canadian history to be appointed to Cabinet (as Minister of Health). In addition to her Federal government experience, Ms. Aglukkaq has broad public government exposure, including international diplomatic experience as Chair of the Arctic Council (2012-2015), a leading intergovernmental forum promoting cooperation, coordination and interaction among the Arctic states, Arctic Indigenous communities and other Arctic inhabitants on common Arctic issues, in particular on issues of sustainable development and environmental protection in the Arctic. Ms. Aglukkaq also has territorial government experience as both an elected official and a public official in the governments of Nunavut and the Northwest Territories, and as a founding member of the Nunavut Impact Review Board. In 2021, Ms. Aglukkaq received the Women in Mining Canada Indigenous Trailblazer Award. Ms. Aglukkaq is a graduate of Arctic College, NWT (Public and Business Administration) and holds a Certification in Human Resources from the University of Winnipeg.
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Value of At-Risk Investment(1)
$625,989 |
| | | Board/Committee Memberships | | | Attendance at Meetings during 2022 | | |
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0 Common Shares
12,000 RSUs Has until March 11, 2026 (five years from joining the Board) to meet director shareholding requirements |
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Board of Directors
Health, Safety, Environment and Sustainable Development |
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9/9 (100%)
4/4 (100%) |
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| | | Other Public Board Directorships | | | Other Public Board Committee Memberships | | |
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Ammar Al-Joundi
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Age: 58
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Non-Independent
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Diversity Factors: Visible Minority
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2022 Voting Result: 99.33%
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Director since 2022
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Mr. Al-Joundi, of Toronto, Ontario, Canada, is the President and Chief Executive Officer of Agnico Eagle, a position he has held since February 23, 2022. Prior to his appointment as President and Chief Executive Officer, Mr. Al-Joundi served as President from April 6, 2015. From September 2010 to June 2012, Mr. Al-Joundi was Senior Vice President and Chief Financial Officer of Agnico Eagle. Prior to returning to Agnico Eagle in 2015, Mr. Al-Joundi served in various roles at Barrick Gold Corporation (“Barrick”), including as Chief Financial Officer from July 2012 to February 2015, Senior Executive Vice President from July 2014 to February 2015 and Executive Vice President from July 2012 to July 2014. Prior to joining Agnico Eagle in 2010, Mr. Al-Joundi spent 11 years at Barrick serving in various senior financial roles, including Senior Vice President of Capital Allocation and Business Strategy, Senior Vice President of Finance, and Executive Director and Chief Financial Officer of Barrick South America. Prior to joining the mining industry, Mr. Al-Joundi served as Vice President, Structured Finance at Citibank, Canada. Mr. Al-Joundi is a graduate of Western University (M.B.A. (Honours)) and the University of Toronto (BASc (Mechanical Engineering)).
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Value of At-Risk Investment(1)
$12,711,027 |
| | | Board/Committee Memberships | | | Attendance at Meetings during 2022* | | |
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178,666 Common Shares (having an At-Risk
Investment value of $9,320,251) 65,000 RSUs (having an At-Risk Investment value of 3,390,776) 65,000 PSUs* Meets Executive shareholding requirements |
| | | Board of Directors | | |
6/6 (100%)
*(was appointed to the Board on February 23, 2022) |
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Other Public Board Committee Memberships
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| | | Canadian Imperial Bank of Commerce | | | Risk Management Committee | | |
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Sean Boyd, FCPA, FCA
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Age: 64
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Non-Independent
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Diversity Factors: n/a
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2022 Voting Result: 88.46%
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Director since 1998
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Mr. Boyd, of King City, Ontario, Canada, is the Executive Chair of the Board. Mr. Boyd has been with Agnico Eagle since 1985. Prior to his appointment as Executive Chair in February 2022, Mr. Boyd served as Vice-Chairman and Chief Executive Officer from 2015 to 2022, Vice-Chairman, President and Chief Executive Officer from 2012 to 2015, Vice-Chairman and Chief Executive Officer from 2005 to 2012, President and Chief Executive Officer from 1998 to 2005, Vice President and Chief Financial Officer from 1996 to 1998, Treasurer and Chief Financial Officer from 1990 to 1996, Secretary Treasurer during a portion of 1990 and Comptroller from 1985 to 1990. Prior to joining Agnico Eagle in 1985, he was a staff accountant with Clarkson Gordon (Ernst & Young). Mr. Boyd is a Chartered Professional Accountant (FCPA, CA) and a graduate of the University of Toronto (B.Comm.).
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Value of At-Risk Investment(1)
$16,206,708 |
| | | Board/Committee Memberships | | | Attendance at Meetings during 2022 | | |
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210,676 Common Shares (having an At-Risk
Investment value of $10,990,078) 100,001 RSUs (having an At-Risk Investment value of $5,216,630) 100,000 PSUs Meets Executive shareholding requirements |
| | | Board of Directors (Executive Chair) | | |
9/9 (100%)
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Martine A. Celej
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Age: 57
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Independent
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Diversity Factors: Female
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2022 Voting Result: 88.78%
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Director since 2011
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Ms. Celej, of Toronto, Ontario, Canada, is a Senior Portfolio Manager with RBC Dominion Securities Inc. and has been in the investment industry since 1989. Ms. Celej is a graduate of Victoria College at the University of Toronto (B.A. (Honours)).
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Value of At-Risk Investment(1)
$1,515,781 |
| | | Board/Committee Memberships | | | Attendance at Meetings during 2022 | | |
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17,057 Common Shares
12,000 RSUs Meets director shareholding requirements |
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Board of Directors
Compensation Committee |
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9/9 (100%)
6/6 (100%) |
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Robert J. Gemmell
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Age: 66
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Independent
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Diversity Factors: n/a
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2022 Voting Result: 84.55%
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Director since 2011
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Mr. Gemmell, of Oakville, Ontario, Canada, now retired, spent 25 years as an investment banker in the United States and Canada. Most recently, he was President and Chief Executive Officer of Citigroup Global Markets Canada and its predecessor companies (Salomon Brothers Canada and Salomon Smith Barney Canada) from 1996 to 2008. In addition, he was a member of the Global Operating Committee of Citigroup Global Markets from 2006 to 2008. Mr. Gemmell is a graduate of Cornell University (B.A.), Osgoode Hall Law School (LL.B) and the Schulich School of Business (MBA).
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Value of At-Risk Investment(1)
$782,487 |
| | | Board/Committee Memberships | | | Attendance at Meetings during 2022* | | |
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3,000 Common Shares
12,000 RSUs Meets director shareholding requirements |
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Board of Directors
Compensation Committee (Chair) Corporate Governance Committee |
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9/9 (100%)
6/6 (100%) 5/5 (100%) *(was appointed to the Corporate Governance Committee as of February 8, 2022) |
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| | | Rogers Communications Inc. (Lead Director) | | |
Audit and Risk Committee (Chair)
Corporate Governance Committee (Chair) Executive Committee Finance Committee Nominating Committee |
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Jonathan Gill, P.Eng, ICD.D
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Age: 78
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Independent
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Diversity Factors: n/a
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2022 Voting Result: 97.12%
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Director since 2022
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Mr. Gill, of Toronto, Ontario, Canada, now retired, is a Professional Engineer with more than 60 years of mining experience, including holding senior mine management roles for Inco Limited in its Ontario and Manitoba divisions and for PT Inco in Indonesia, and is a former Employer Chair of Ontario’s Mining Legislative Review Committee. Mr. Gill is a graduate of Sunderland Technical College (H.N.D (Mining) and First Class Certificate in Competency (Mines Manager Certificate)) and is a certified director of the Institute of Corporate Directors (ICD.D). Mr. Gill was on the board of directors of Kirkland Lake Gold until its acquisition by the Company in February 2022.
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Value of At-Risk Investment(1)
$1,471,336 |
| | | Board/Committee Memberships | | | Attendance at Meetings during 2022* | | |
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nil Common Shares
1,000 RSUs 27,205 DSUs Meets director shareholding requirements |
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Board of Directors
Health, Safety, Environment and Sustainable Development Technical (Chair) |
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8/8 (100%)
4/4 (100%) 4/4 (100%) *(was appointed to the Board, the Health, Safety, Environment and Sustainable Development Committee and the Technical Committee on February 8, 2022) |
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Peter Grosskopf, CFA
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Age: 57
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Independent
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Diversity Factors: n/a
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2022 Voting Result: 96.29%
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Director since 2022
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Mr. Grosskopf, of Toronto, Ontario, Canada, has more than 35 years of experience in the financial services industry. Currently, he is Chief Executive Officer of Sprott Capital Partners and an advisor to Sprott’s private resource strategies, and before that he was Chief Executive Officer at Sprott Inc., where he was responsible for strategy and managing the firm’s private resource investment businesses. Prior to joining Sprott Inc, he was President of Cormark Securities Inc. and a co-founder of Newcrest Capital Inc. (which was acquired by the TD Bank Financial Group in 2000). Mr. Grosskopf is a CFA® charterholder and a graduate of Western University (HBA and MBA). Mr. Grosskopf was on the board of directors of Kirkland Lake Gold until its acquisition by the Company in February 2022.
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Value of At-Risk Investment(1)
$1,226,365 |
| | | Board/Committee Memberships | | | Attendance at Meetings during 2022* | | |
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12,435 Common Shares
4,000 RSUs 7,074 DSUs Meets director shareholding requirements |
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Board of Directors
Compensation Committee Corporate Governance Committee (Chair) |
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8/8 (100%)
6/6 (100%) 5/5 (100%) (was appointed to the Board, the Compensation Committee and the Corporate Governance Committee on February 8, 2022) |
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Elizabeth Lewis-Gray,
FAusIMM, FTSE, GAICD |
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Age: 61
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Independent
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Diversity Factors: Female
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2022 Voting Result: 97.27%
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Director since 2022
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Ms. Lewis-Gray, of Ballarat, Australia, is co-founder and currently Chair of technology company Gekko Systems following 25 years as Managing Director/CEO. Founder and now Patron of CEEC (Coalition for Eco-Efficient Comminution), Ms. Lewis-Gray was visionary in the establishment of this not-for-profit organization whose global vision is to reduce energy consumption and improve energy efficiency in the mining industry. Ms. Lewis-Gray has served as a member of the Australian Gold Council, the Australian Federal Government’s Innovation Australia Board and National Precincts Board and the Victorian Government’s Resources Advisory Council. She was the founding Chair of the Australian Federal Government’s Mining Equipment, Technology and Services (METS) Industry Growth Centre, METS Ignited. Ms. Lewis-Gray is a Fellow of the Australasian Institute of Mining and Metallurgy (AusIMM), the Australian Academy of Technology, Science and Engineering and the Securities Institute of Australia. Ms. Lewis-Gray is a graduate of University of Adelaide (B.Econ.), Federation University (MBA) and Securities Institute (Diploma in Financial Securities). She holds her Directors designation with the Australian Institute of Company Directors and is a recipient of an Honorary Doctorate from Federation University. Ms. Lewis-Gray was on the board of directors of Kirkland Lake Gold until its acquisition by the Company in February 2022.
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Value of At-Risk Investment(1)
$615,765 |
| | | Board/Committee Memberships | | | Attendance at Meetings during 2022* | | |
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745 Common Shares
4,000 RSUs 7,059 DSUs Has until February 8, 2027 (five years from joining the Board) to meet Director shareholding requirements |
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Board of Directors
Health, Safety, Environment and Sustainable Development Technical |
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8/8 (100%)
4/4 (100%) 4/4 (100%) *(was appointed to the Board, the Health, Safety, Environment and Sustainable Development Committee and the Technical Committee on February 8, 2022) |
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Deborah McCombe, P. Geo.
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Age: 70
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Independent
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Diversity Factors: Female
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2022 Voting Result: 99.83%
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Director since 2014
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Ms. McCombe, of Toronto, Ontario, Canada, is Technical Director, Global Mining Advisory at SLR Consulting (“SLR”). She has over 30 years’ international experience in exploration project management, feasibility studies, mineral reserve estimation, due diligence studies and valuation studies and was President and CEO of Roscoe Postle Associates Inc. (“RPA”) when it was purchased by SLR in 2019. Prior to joining RPA, Ms. McCombe was Chief Mining Consultant for the Ontario Securities Commission and was involved in the development and implementation of NI 43-101. She is actively involved in industry associations as a member of the Committee for Mineral Reserves International Reporting Standards (CRIRSCO); President of the Association of Professional Geoscientists of Ontario (2010 – 2011); a Director of the Prospectors and Developers Association of Canada (1999 – 2011); a Canadian Institute of Mining, Metallurgy and Petroleum (“CIM”) Distinguished Lecturer on NI 43-101; co-chair of the CIM Mineral Resource and Mineral Reserve Committee; is a member of the CSA Mining Technical Advisory and Monitoring Committee; and was a Guest Lecturer at the Schulich School of Business, MBA in Global Mine Management at York University. Ms. McCombe is a graduate of the University of Western Ontario (Geology).
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Value of At-Risk Investment(1)
$1,329,862 |
| | | Board/Committee Memberships | | | Attendance at Meetings during 2022* | | |
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13,493 Common Shares
12,000 RSUs Meets director shareholding requirements |
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Board of Directors
Health, Safety, Environment and Sustainable Development (Chair) Technical |
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9/9 (100%)
4/4 (100%) 4/4 (100%) *(was appointed to the Technical Committee on February 8, 2022) |
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| | | Other Public Board Directorships | | | Other Public Board Committee Memberships | | |
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Jeffrey Parr, CPA, CA, ICD.D
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Age: 66
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Independent
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Diversity Factors: n/a
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2022 Voting Result: 96.33%
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Director since 2022
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Mr. Parr, of Oakville, Ontario, Canada, now retired, has over 30 years of executive management experience in the mining and service provider industries. He joined Centerra Gold Inc. in 2006 and was appointed Chief Financial Officer in 2008 where he served until his retirement in 2016. From 1997 to 2006 he worked for Acres International as Chief Financial Officer and from 1988 to 1997, held progressively senior financial positions at WMC International (a subsidiary of Western Mining Corporation responsible for operations and exploration in the Americas), ultimately serving as the Company’s Executive Vice President. Mr. Parr is a Chartered Professional Accountant (CPA, CA) and is a graduate of the Western University (BA (Econ)) and McMaster University (MBA), and is a certified director of the Institute of Corporate Directors (ICD.D). Mr. Parr was the Chair of the board of directors of Kirkland Lake Gold until its acquisition by the Company in February 2022.
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Value of At-Risk Investment(1)
$2,687,946 |
| | | Board/Committee Memberships | | | Attendance at Meetings during 2022* | | |
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15,702 Common Shares
1,000 RSUs 34,825 DSUs Meets director shareholding requirements |
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Board of Directors (Vice-Chair)
Audit (Chair) Corporate Governance |
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8/8 (100%)
5/5 (100%) 5/5 (100%) *(was appointed to the Board, the Audit Committee and the Corporate Governance Committee on February 8, 2022) |
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| | | Other Public Board Directorships | | | Other Public Board Committee Memberships | | |
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| | | Discovery Silver Corp. | | | Audit Committee | | |
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J. Merfyn Roberts, CA
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Age: 72
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Independent
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Diversity Factors: n/a
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2022 Voting Result: 97.83%
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Director since 2008
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Mr. Roberts, of London, England, now retired, was a fund manager and investment advisor for more than 25 years and has been closely associated with the mining industry. From 2007 until his retirement in 2011, he was a senior fund manager with CQS Management Ltd. in London. Mr. Roberts is a graduate of Liverpool University (B.Sc., Geology) and Oxford University (M.Sc., Geochemistry) and is a member of the Institute of Chartered Accountants in England and Wales.
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Value of At-Risk Investment(1)
$1,791,582 |
| | | Board/Committee Memberships | | | Attendance at Meetings during 2022* | | |
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22,344 Common Shares
12,000 RSUs Meets director shareholding requirements |
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Board of Directors
Audit Technical |
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9/9 (100%)
5/5 (100%) 4/4 (100%) *(was appointed to the Audit Committee and the Technical Committee on February 8, 2022) |
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| | | Other Public Board Directorships | | | Other Public Board Committee Memberships | | |
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| | | Newport Exploration Limited | | | Audit Committee | | |
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| | | Rugby Resources Ltd. | | |
Audit Committee
Compensation Committee |
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Jamie C. Sokalsky, CPA, CA
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Age: 65
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Independent
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Diversity Factors: n/a
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2022 Voting Result: 88.22%
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Director since 2015
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Mr. Sokalsky, of Toronto, Ontario, Canada, now retired, served as the Chief Executive Officer and President of Barrick Gold Corporation from June 2012 to September 2014. He served as the Chief Financial Officer of Barrick Gold Corporation from 1999 to June 2012, and as its Executive Vice-President from April 2004 to June 2012. He has over 20 years of experience as a senior executive in the mining industry (in various positions of increasing responsibility at Barrick Gold Corporation), including in finance, corporate strategy, project development and mergers, acquisitions and divestitures. He also served in various financial management capacities for ten years at George Weston Limited and he began his professional career at Ernst & Whinney Chartered Accountants, a predecessor of KPMG. Mr. Sokalsky received his CA designation in 1982 and is a graduate of Lakehead University (B.Comm.).
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Value of At-Risk Investment(1)
$2,102,490 |
| | | Board/Committee Memberships | | | Attendance at Meetings during 2022* | | |
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28,304 Common Shares
12,000 RSUs Meets director shareholding requirements |
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Board of Directors (Lead Director)
Audit Corporate Governance |
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9/9 (100%)
5/5 (100%) 5/5 (100%) (was appointed to the Corporate Governance Committee as of February 8, 2022) |
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|
| | | Other Public Board Directorships | | | Other Public Board Committee Memberships | | |
| |
|
| | | Probe Gold Inc. (Chair) | | |
Compensation Committee (Chair)
Nominating and Corporate Governance Committee (Chair) |
| |
| |
|
| | | Royal Gold Inc. | | | Audit and Finance Committee (Chair) | | |
Committee
|
| |
Members
|
|
Audit Committee
|
| |
Jeffrey Parr (Chair), John Merfyn Roberts and Jamie Sokalsky
|
|
Compensation Committee
|
| |
Robert Gemmell (Chair), Martine A. Celej and Peter Grosskopf
|
|
Corporate Governance Committee
|
| |
Peter Grosskopf (Chair), Robert Gemmell, Jeffrey Parr and Jamie Sokalsky
|
|
Health, Safety, Environment and Sustainable Development Committee
|
| |
Deborah McCombe (Chair), Leona Aglukkaq, Jonathan Gill and Elizabeth Lewis-Gray
|
|
Technical Committee
|
| |
Jonathan Gill (Chair), Elizabeth Lewis-Gray, Deborah McCombe and John Merfyn Roberts
|
|
| |
Compensation of Directors and Other Information
|
| |
| | |
Retainers payable for the year
ending December 31, 2022 |
| |||
Annual Board of Directors retainer (base)
|
| | | $ | 100,000 | | |
Additional Annual retainer for Lead Director of the Board of Directors
|
| | | $ | 40,000 | | |
Additional Annual retainer for Chair of the Audit Committee
|
| | | $ | 25,000 | | |
Additional Annual retainer for Chair of the Compensation Committee
|
| | | $ | 25,000 | | |
Additional Annual retainer for Chairs of other Board Committees
|
| | | $ | 15,000 | | |
| | |
Aggregate common shares and RSUs/DSUs owned by each director and
aggregate value thereof as of March 21, 2023 |
| ||||||||||||||||||||||||
Name
|
| |
Aggregate
Number of Common Shares |
| |
Aggregate
Value of Common Shares(1) |
| |
Aggregate
Number of RSUs/DSUs |
| |
Aggregate
Value of RSUs/DSUs(1) |
| |
Deadline to
meet Guideline |
| ||||||||||||
| | |
(#)
|
| |
($)
|
| |
(#)
|
| |
($)
|
| | | | ||||||||||||
Leona Aglukkaq
|
| | | | nil | | | | | | nil | | | | | | 12,000 | | | | | | 625,989 | | | |
March 11, 2026
|
|
Ammar Al-Joundi
|
| | | | 178,666 | | | | | | 9,320,251 | | | | | | 65,000 | | | | | | 3,390,776 | | | |
Meets Executive Guideline(2)
|
|
Sean Boyd
|
| | | | 210,676 | | | | | | 10,990,078 | | | | | | 100,001 | | | | | | 5,216,630 | | | |
Meets Executive Guideline(2)
|
|
Martine A. Celej
|
| | | | 17,057 | | | | | | 889,792 | | | | | | 12,000 | | | | | | 625,989 | | | |
Meets Guideline
|
|
Robert J. Gemmell
|
| | | | 3,000 | | | | | | 156,497 | | | | | | 12,000 | | | | | | 625,989 | | | |
Meets Guideline
|
|
Jonathan Gill
|
| | | | nil | | | | | | nil | | | | | | 28,205 | | | | | | 1,471,336 | | | |
Meets Guideline
|
|
Peter Grosskopf
|
| | | | 12,435 | | | | | | 648,681 | | | | | | 11,074 | | | | | | 577,684 | | | |
Meets Guideline
|
|
Elizabeth Lewis-Gray
|
| | | | 745 | | | | | | 38,864 | | | | | | 11,059 | | | | | | 576,901 | | | |
February 8, 2027
|
|
Deborah McCombe
|
| | | | 13,493 | | | | | | 703,873 | | | | | | 12,000 | | | | | | 625,989 | | | |
Meets Guideline
|
|
Jeffrey Parr
|
| | | | 15,702 | | | | | | 819,107 | | | | | | 35,825 | | | | | | 1,868,839 | | | |
Meets Guideline
|
|
John Merfyn Roberts
|
| | | | 22,344 | | | | | | 1,165,592 | | | | | | 12,000 | | | | | | 625,989 | | | |
Meets Guideline
|
|
Jamie C. Sokalsky
|
| | | | 28,304 | | | | | | 1,476,500 | | | | | | 12,000 | | | | | | 625,989 | | | |
Meets Guideline
|
|
Name
|
| |
Fees
Earned(1) |
| |
Share-
Based Awards(2) |
| |
Option-
Based Awards(3) |
| |
Non-Equity
Incentive Plan Compensation(4) |
| |
Pension
Value |
| |
All Other
Compensation |
| |
Total
|
| ||||||||||||||||||
| | |
($)
|
| |
($)
|
| |
($)
|
| |
($)
|
| |
($)
|
| |
($)
|
| |
($)
|
| ||||||||||||||||||
Leona Aglukkaq
|
| | | | 100,000 | | | | | | 203,368 | | | | | | n/a | | | |
nil
|
| | | | n/a | | | | | | n/a | | | | | | 303,368 | | |
Martine A. Celej
|
| | | | 100,000 | | | | | | 203,368 | | | | | | n/a | | | |
nil
|
| | | | n/a | | | | | | n/a | | | | | | 303,368 | | |
Robert Gemmell
|
| | | | 125,000 | | | | | | 203,368 | | | | | | n/a | | | |
nil
|
| | | | n/a | | | | | | n/a | | | | | | 328,368 | | |
Jonathan Gill(5)
|
| | | | 104,315 | | | | | | nil | | | | | | n/a | | | |
nil
|
| | | | n/a | | | | | | n/a | | | | | | 104,315 | | |
Peter Grosskopf(5)
|
| | | | 104,315 | | | | | | nil | | | | | | n/a | | | |
nil
|
| | | | n/a | | | | | | n/a | | | | | | 104,315 | | |
Arnold Klassen(5)(6)
|
| | | | 4,110 | | | | | | nil | | | | | | n/a | | | |
nil
|
| | | | n/a | | | | | | n/a | | | | | | 4,110 | | |
Mel Leiderman(6)
|
| | | | 10,411 | | | | | | 50,842 | | | | | | n/a | | | |
154,607
|
| | | | n/a | | | | | | n/a | | | | | | 215,860 | | |
Elizabeth Lewis-Gray(5)
|
| | | | 89,315 | | | | | | nil | | | | | | n/a | | | |
nil
|
| | | | n/a | | | | | | n/a | | | | | | 89,315 | | |
Deborah McCombe
|
| | | | 115,000 | | | | | | 203,368 | | | | | | n/a | | | |
nil
|
| | | | n/a | | | | | | n/a | | | | | | 318,368 | | |
James D. Nasso(6)
|
| | | | 23,425 | | | | | | 406,736 | | | | | | n/a | | | |
nil
|
| | | | n/a | | | | | | n/a | | | | | | 430,161 | | |
Jeffrey Parr(5)
|
| | | | 114,315 | | | | | | nil | | | | | | n/a | | | |
nil
|
| | | | n/a | | | | | | n/a | | | | | | 114,315 | | |
Sean Riley(6)
|
| | | | 10,411 | | | | | | 203,368 | | | | | | n/a | | | |
nil
|
| | | | n/a | | | | | | n/a | | | | | | 213,779 | | |
John Merfyn Roberts
|
| | | | 100,000 | | | | | | 203,368 | | | | | | n/a | | | |
nil
|
| | | | n/a | | | | | | n/a | | | | | | 303,368 | | |
Jamie C. Sokalsky
|
| | | | 140,000 | | | | | | 203,368 | | | | | | n/a | | | |
nil
|
| | | | n/a | | | | | | n/a | | | | | | 343,368 | | |
Name
|
| |
Option-Based Awards — Value
Vested During the Year(1) |
| |
Share-Based Awards — Value
Vested During the Year(2) |
| |
Non-Equity Incentive Plan
Compensation — Value Earned During the Year(3) |
| ||||||
| | |
($)
|
| |
($)
|
| |
($)
|
| ||||||
Leona Aglukkaq
|
| | | | nil | | | | | | nil | | | |
nil
|
|
Martine A. Celej
|
| | | | nil | | | | | | 216,287 | | | |
nil
|
|
Robert Gemmell
|
| | | | nil | | | | | | 216,287 | | | |
nil
|
|
Jonathan Gill(4)
|
| | | | nil | | | | | | nil | | | |
nil
|
|
Peter Grosskopf(4)
|
| | | | nil | | | | | | nil | | | |
nil
|
|
Arnold Klassen(4)(5)
|
| | | | nil | | | | | | 1,226,284 | | | |
nil
|
|
Mel Leiderman(5)
|
| | | | nil | | | | | | 53,604 | | | |
154,607
|
|
Elizabeth Lewis-Gray(4)
|
| | | | nil | | | | | | nil | | | |
nil
|
|
Deborah McCombe
|
| | | | nil | | | | | | 216,287 | | | |
nil
|
|
James D. Nasso(5)
|
| | | | nil | | | | | | 821,234 | | | |
nil
|
|
Jeffrey Parr(4)
|
| | | | nil | | | | | | nil | | | |
nil
|
|
Sean Riley(5)
|
| | | | nil | | | | | | 579,695 | | | |
nil
|
|
John Merfyn Roberts
|
| | | | nil | | | | | | 216,287 | | | |
nil
|
|
Jamie C. Sokalsky
|
| | | | nil | | | | | | 216,287 | | | |
nil
|
|
| | |
Option-Based Awards
|
| |
Share-Based Awards
|
| ||||||||||||||||||||||||||||||
Name
|
| |
Number of
Securities Underlying Unexercised Options(1) |
| |
Option
Exercise Price |
| |
Option
Expiration Date |
| |
Value of
Unexercised In-The-Money Options |
| |
Number of
Shares or Units of Shares that have not Vested |
| |
Market or
Payout Value of Share-Based Awards that have not Vested(2) |
| ||||||||||||||||||
| | |
(#)
|
| |
($)
|
| | | | | | | |
($)
|
| |
(#)
|
| |
($)
|
| |||||||||||||||
Leona Aglukkaq
|
| | | | nil | | | | | | nil | | | | | | nil | | | | | | nil | | | | | | 8,000 | | | | | | 432,573 | | |
Martine A. Celej
|
| | | | nil | | | | | | nil | | | | | | nil | | | | | | nil | | | | | | 8,000 | | | | | | 432,573 | | |
Robert Gemmell
|
| | | | nil | | | | | | nil | | | | | | nil | | | | | | nil | | | | | | 8,000 | | | | | | 432,573 | | |
Jonathan Gill
|
| | | | nil | | | | | | nil | | | | | | nil | | | | | | nil | | | | | | 27,205 | | | | | | 1,471,020 | | |
Peter Grosskopf
|
| | | | nil | | | | | | nil | | | | | | nil | | | | | | nil | | | | | | 7,074 | | | | | | 382,503 | | |
Elizabeth Lewis-Gray
|
| | | | nil | | | | | | nil | | | | | | nil | | | | | | nil | | | | | | 7,059 | | | | | | 381,692 | | |
Deborah McCombe
|
| | | | nil | | | | | | nil | | | | | | nil | | | | | | nil | | | | | | 8,000 | | | | | | 432,573 | | |
Jeffrey Parr
|
| | | | nil | | | | | | nil | | | | | | nil | | | | | | nil | | | | | | 34,825 | | | | | | 1,883,046 | | |
John Merfyn Roberts
|
| | | | nil | | | | | | nil | | | | | | nil | | | | | | nil | | | | | | 8,000 | | | | | | 432,573 | | |
Jamie C. Sokalsky
|
| | | | nil | | | | | | nil | | | | | | nil | | | | | | nil | | | | | | 8,000 | | | | | | 432,573 | | |
Director
|
| |
Board Meetings
Attended |
| |
Committee Meetings
Attended |
|
Leona Aglukkaq
|
| |
9 of 9
|
| |
4 of 4
|
|
Ammar Al-Joundi(1)
|
| |
6 of 6
|
| |
n/a
|
|
Sean Boyd
|
| |
9 of 9
|
| |
n/a
|
|
Martine A. Celej
|
| |
9 of 9
|
| |
6 of 6
|
|
Robert Gemmell
|
| |
9 of 9
|
| |
11 of 11
|
|
Jonathan Gill(1)
|
| |
8 of 8
|
| |
8 of 8
|
|
Peter Grosskopf(1)
|
| |
8 of 8
|
| |
11 of 11
|
|
Arnold Klassen(4)(5)
|
| |
2 of 2
|
| |
2 of 2
|
|
Mel Leiderman(2)
|
| |
1 of 1
|
| |
n/a
|
|
Elizabeth Lewis-Gray(1)
|
| |
8 of 8
|
| |
8 of 8
|
|
Deborah McCombe
|
| |
9 of 9
|
| |
8 of 8
|
|
James D. Nasso(2)
|
| |
1 of 1
|
| |
n/a
|
|
Jeffrey Parr(1)
|
| |
8 of 8
|
| |
10 of 10
|
|
Sean Riley(2)
|
| |
1 of 1
|
| |
n/a
|
|
John Merfyn Roberts
|
| |
9 of 9
|
| |
9 of 9
|
|
Jamie Sokalsky
|
| |
9 of 9
|
| |
10 of 10
|
|
| |
Board of Directors Governance Matters
|
| |
| |
Date(s)
|
| | |
Activities
|
| | |
Attendance
|
| |
| | February 14 | | | | Comprehensive updates by senior management on 2021 results and 2022 operating and financial plans | | | | All directors | | |
| | February 23, April 28, July 27 and October 26 | | | | Comprehensive updates by senior management at the quarterly Board and Committee meetings | | | | All directors | | |
| | July 26 | | | | Director Education Session (included presentations on the digitization of gold from an outside expert, the Company’s approach to cyber security from an outside expert, and the Company’s Climate Change plans and practices) | | | | All directors | | |
| | October 24 and 25 | | | | Site visit to the Company’s operations at the Detour Lake mine | | | | All directors | | |
| | December 13, 14 and 15 | | | | Comprehensive presentations on strategic matters | | | | All directors | | |
| |
Appointment of Auditors
|
| |
| | |
Year ended
December 31, 2022(1) |
| |
Year ended
December 31, 2021(2) |
| ||||||
| | |
($ thousands)
|
| |
($ thousands)
|
| ||||||
Audit fees
|
| | | | 4,528 | | | | | | 2,169 | | |
Audit-related fees
|
| | | | 340 | | | | | | 85 | | |
Tax consulting fees
|
| | | | 664 | | | | | | 372 | | |
All other fees
|
| | | | 350 | | | | | | 40 | | |
Total | | | | | 5,882 | | | | | | 2,666 | | |
| |
Financial Statements
|
| |
| |
Three Year Burn Rate
|
| |
| | |
2022
|
| |
2021
|
| |
2020
|
| |||||||||
Weighted Average Number of Outstanding Shares
|
| | | | 437,678,131 | | | | | | 243,707,991 | | | | | | 241,508,347 | | |
Number of Options Granted
|
| | | | 1,643,801 | | | | | | 1,590,750 | | | | | | 1,583,150 | | |
Number of Shares issued under the Incentive Share Purchase Plan
|
| | | | 615,069 | | | | | | 497,767 | | | | | | 351,086 | | |
| |
Advisory Vote on Approach to Executive Compensation
|
| |
| |
Letter from the Compensation Committee
|
| |
| | |
Mr. Al-Joundi CEO Package
(2022) |
| | | | |
Mr. Boyd CEO Package
(2021) |
|
Base Salary
|
| |
C$1,300,000
|
| |
▼
|
| |
C$1,850,000
|
|
STIP Target
|
| |
200%
|
| |
♦
|
| |
200%
|
|
STIP Cap
|
| |
250%
|
| |
▼
|
| |
300%
|
|
RSUs (Fixed Grant)
|
| |
40,000 units
|
| |
▼
|
| |
50,000 units
|
|
PSUs (Fixed Grant)
|
| |
40,000 units
|
| |
▼
|
| |
50,000 units
|
|
Options
|
| |
Not eligible
|
| |
♦
|
| |
Not eligible
|
|
Pension
|
| |
Defined Contribution
|
| |
▼
|
| |
Legacy Defined Benefit
|
|
Change of Control
|
| |
Double Trigger
|
| |
▼
|
| |
Modified Single Trigger
|
|
| | |
2021
|
| |
2022
|
| |
Change
|
|
Gold Production (ounces)
|
| |
2,086,405
|
| |
3,280,731
|
| |
+57%
|
|
Market capitalization at Dec. 31 (US$)
|
| |
$13.0 billion
|
| |
$22.8 billion
|
| |
+76%
|
|
Revenues from mining operations
|
| |
$3.9 billion
|
| |
$5.7 billion
|
| |
+48%
|
|
Operating margin(1)
|
| |
$2.1 billion
|
| |
$3.1 billion
|
| |
+48%
|
|
Total assets
|
| |
$10.2 billion
|
| |
$23.5 billion
|
| |
+130%
|
|
Number of Employees at Dec. 31
|
| |
12,000
|
| |
17,000
|
| |
+42%
|
|
Peer Group
|
| |
Total Shareholder Return
(February 8, 2022 — December 31, 2022) |
| |
Rank
|
|
Yamana Gold Inc.
|
| |
150%
|
| |
1
|
|
Teck Resources
|
| |
124%
|
| |
2
|
|
Cameco Corporation
|
| |
122%
|
| |
3
|
|
Agnico Eagle Mines Limited
|
| |
117%
|
| |
4
|
|
Freeport-McMoRan
|
| |
104%
|
| |
5
|
|
Barrick Gold Corporation
|
| |
99%
|
| |
6
|
|
Anglo American
|
| |
98%
|
| |
7
|
|
First Quantum Minerals
|
| |
86%
|
| |
8
|
|
Newmont Corporation
|
| |
85%
|
| |
9
|
|
Kinross Gold Corporation
|
| |
83%
|
| |
10
|
|
|
![]() |
| |
![]() |
| |
![]() |
|
|
Robert Gemmell (Chair)
|
| |
Martine Celej
|
| |
Peter Grosskopf
|
|
| |
Compensation Discussion & Analysis
|
| |
Name
|
| |
Title
|
|
Ammar Al-Joundi(1)
|
| | President & Chief Executive Officer | |
David Smith
|
| | Executive Vice-President, Finance and Chief Financial Officer | |
Sean Boyd(2)
|
| | Executive Chair | |
Jean Robitaille
|
| | Executive Vice-President, Chief Strategy & Technology Officer | |
Dominique Girard
|
| | Executive Vice President, Chief Operating Officer — Nunavut, Quebec & Europe | |
Anthony Makuch(3)
|
| | Former Chief Executive Officer | |
Type of Work
|
| |
2022(1)
|
| |
2021(2)
|
|
Services related to executive and director compensation
|
| |
$15,615
|
| |
$15,879
|
|
All other fees
|
| |
nil
|
| |
nil
|
|
Total
|
| |
$15,615
|
| |
$15,879
|
|
Name
|
| |
Target Incentive
Level |
| |
Maximum Incentive
Payout |
| ||||||
Ammar Al-Joundi
|
| | | | 200% | | | | | | 250% | | |
David Smith
|
| | | | 100% | | | | | | 100% | | |
Sean Boyd(1)
|
| | | | n/a | | | | | | n/a | | |
Jean Robitaille
|
| | | | 100% | | | | | | 150% | | |
Dominique Girard
|
| | | | 100% | | | | | | 150% | | |
Anthony Makuch(2)
|
| | | | n/a | | | | | | n/a | | |
| |
Category
|
| |
Key Performance
Measure |
| |
Weight
|
| |
2022 Performance
Objectives Target |
| |
2022 Results
Assessment |
| |
2023 Target
|
| |
| |
People (25%)
|
| |
Health & Safety — Global Combined Frequency of Accidents(1)
|
| |
10%
|
| |
0.88
|
| |
8.0
|
| |
0.77
|
| |
| | | | | Environmental, Social & Governance(2) | | |
10%
|
| |
Measurable Key Indices & Judgment based
|
| |
9.0
|
| |
Measurable Key Indices & Judgment based
|
| |
| | | | | People Development(3) | | |
5%
|
| |
Judgment based
|
| |
5.0
|
| |
Judgment based
|
| |
| |
Performance
|
| | Production(4) | | |
10%
|
| |
3.2-3.4 million
|
| |
8.0
|
| |
3.24-3.44 million
|
| |
| |
—
|
| | Total Cash Costs(4) | | |
7.5%
|
| |
$725-775
|
| |
6.5
|
| |
$840-890
|
| |
| |
Operational
(25%) |
| | All-In Sustaining Costs(4) | | |
7.5%
|
| |
$1,000-1,050
|
| |
5.0
|
| |
$1,140-1,190
|
| |
| |
Performance
— |
| | Operating Cash Flow Per Share(5) | | |
5%
|
| |
Positive and increasing over time
|
| |
3.0
|
| |
Positive and increasing over time
|
| |
| |
Financial
|
| | Return on Invested Capital(6) | | |
5%
|
| |
Long term goal of 10-15%
|
| |
3.0
|
| |
Long term goal of 10-15%
|
| |
| |
(25%)
|
| | Dividends Per Share(7) | | |
5%
|
| |
Growth over time
|
| |
4.0
|
| |
Growth over time
|
| |
| | | | | TSR(8) | | |
10%
|
| |
Absolute and relative to peer group
|
| |
8.5
|
| |
Absolute and relative to peer group
|
| |
| |
Pipeline
|
| | Capital Project Execution(9) | | |
10%
|
| |
On time and on budget
|
| |
8.5
|
| |
On time and on budget
|
| |
| |
(25%)
|
| | Mineral Reserves Per Share(10) | | |
5%
|
| |
Growth over time
|
| |
5.0
|
| |
Growth over time
|
| |
| | | | | Mineral Resources Per Share(11) | | |
5%
|
| |
Growth over time
|
| |
4.0
|
| |
Growth over time
|
| |
| | | | | Corporate Development Pipeline(12) | | |
5%
|
| |
Judgment based
|
| |
5.0
|
| |
Judgment based
|
| |
| |
Total Result
|
| | | | | | | | | | |
82.5
|
| | | | |
| Net Income (loss) for the year | | | | |
|
Adjust for:
|
| | Income and mining taxes expense | |
|
Adjust for:
|
| | Income and mining taxes paid | |
|
Adjust for:
|
| | Finance costs | |
|
Adjust for:
|
| | Other Income | |
|
Adjust for:
|
| | Impairment loss/reversal | |
|
Adjust for:
|
| | Gain/loss on sale of equity securities | |
|
Adjust for:
|
| | Gain/loss on derivative financial instruments | |
|
Adjust for:
|
| | Foreign currency translation loss/gain | |
|
Adjust for:
|
| | Other non-recurring items | |
| Adjusted NOPAT | | | | |
| | |
TSR
|
| |
Rank
|
|
AngloGold Ashanti Limited
|
| |
104%
|
| |
4
|
|
B2Gold Corp
|
| |
102%
|
| |
5
|
|
Barrick Gold Corporation
|
| |
101%
|
| |
6
|
|
Centerra Gold Inc.
|
| |
75%
|
| |
12
|
|
Eldorado Gold Corporation
|
| |
95%
|
| |
7
|
|
IAMGOLD Corporation
|
| |
85%
|
| |
10
|
|
Gold Fields Limited
|
| |
107%
|
| |
3
|
|
Kinross Gold Corporation
|
| |
80%
|
| |
11
|
|
Newcrest Mining Limited
|
| |
86%
|
| |
9
|
|
Newmont Corporation
|
| |
87%
|
| |
8
|
|
Yamana Gold Inc.
|
| |
146%
|
| |
1
|
|
Agnico Eagle Mines Limited
|
| |
110%
|
| |
2
|
|
Name
|
| |
Individual
Incentive Target |
| |
x
|
| |
Individual
Performance Factor |
| |
x
|
| |
Corporate
Performance Factor |
| |
x
|
| |
Base Salary
|
| |
x
|
| |
Short-Term
Incentive Amount(1) |
| |||||||||||||||||||||||||||
| | |
(%)
|
| | | | | | | |
(%)
|
| | | | | | | |
(%)
|
| | | | | | | |
($)
|
| | | | | | | |
($)
|
| |||||||||||||||
Ammar Al-Joundi
|
| | | | 200 | | | | | | x | | | | | | 84 | | | | | | x | | | | | | 82.5 | | | | | | x | | | | | | 999,050 | | | | | | = | | | | | | 1,383,300 | | |
David Smith
|
| | | | 100 | | | | | | x | | | | | | 113 | | | | | | x | | | | | | 82.5 | | | | | | x | | | | | | 576,375 | | | | | | = | | | | | | 576,375 | | |
Sean Boyd(2)
|
| | | | n/a | | | | | | x | | | | | | n/a | | | | | | x | | | | | | n/a | | | | | | x | | | | | | n/a | | | | | | = | | | | | | n/a | | |
Jean Robitaille
|
| | | | 100 | | | | | | x | | | | | | 121 | | | | | | x | | | | | | 82.5 | | | | | | x | | | | | | 480,313 | | | | | | = | | | | | | 480,313 | | |
Dominique Girard
|
| | | | 100 | | | | | | x | | | | | | 121 | | | | | | x | | | | | | 82.5 | | | | | | x | | | | | | 432,281 | | | | | | = | | | | | | 430,360 | | |
Anthony Makuch(3)
|
| | | | n/a | | | | | | x | | | | | | n/a | | | | | | x | | | | | | n/a | | | | | | x | | | | | | n/a | | | | | | = | | | | | | n/a | | |
Name
|
| |
2020 Grant
Value(1) |
| |
2020 PSU
Award |
| |
x
|
| |
2020 PSU
Performance Measurement |
| |
x
|
| |
Share Price
at Vesting(2) |
| |
PSU
Value(3) |
| |||||||||||||||
| | |
($)
|
| |
(# of units)
|
| | | | |
(0 - 200%)
|
| | | | |
($)
|
| |
($)
|
| |||||||||||||||
Ammar Al-Joundi
|
| | | | 1,934,891 | | | | | | 32,500 | | | | | | | | | 114 | | | | | | | | | 54.07 | | | | | | 1,757,329 | | |
David Smith
|
| | | | 773,956 | | | | | | 13,000 | | | | | | | | | 114 | | | | | | | | | 54.07 | | | | | | 702,932 | | |
Sean Boyd
|
| | | | 2,976,755 | | | | | | 50,000 | | | | | | | | | 114 | | | | | | | | | 54.07 | | | | | | 2,703,583 | | |
Jean Robitaille
|
| | | | 595,351 | | | | | | 10,000 | | | | | | | | | 114 | | | | | | | | | 54.07 | | | | | | 540,717 | | |
Dominique Girard
|
| | | | 416,746 | | | | | | 7,000 | | | | | | | | | 114 | | | | | | | | | 54.07 | | | | | | 378,502 | | |
Anthony Makuch(4)
|
| | | | n/a | | | | | | n/a | | | | | | | | | n/a | | | | | | | | | n/a | | | | | | n/a | | |
| Alamos Gold Inc. | | | IAMGOLD Corporation | | | Pan American Silver Corp. | |
| B2Gold Corp. | | | Kinross Gold Corporation | | | SSR Mining Inc. | |
| Barrick Gold Corporation | | | New Gold Inc. | | | Torex Gold Resources Inc. | |
| Centerra Gold Inc. | | | Newcrest Mining Limited | | | Yamana Gold Inc. | |
| Eldorado Gold Corporation | | | Newmont Corporation | | | | |
| Endeavour Mining Corporation | | | OceanaGold Corporation | | | | |
Company TSR and Multiple Rank
|
| |
Payout Percentage
|
| |||
1
|
| | | | 200% | | |
2 or 3
|
| | | | 175% | | |
4 or 5
|
| | | | 150% | | |
6 or 7
|
| | | | 125% | | |
8 or 9
|
| | | | 100% | | |
10 or 11
|
| | | | 75% | | |
12 or 13
|
| | | | 50% | | |
14 or 15
|
| | | | 25% | | |
Less than 15
|
| | | | 0% | | |
Production(1)
|
| |
Payout Percentage
|
| |||
Equal to or more than 6.0% above Production Guidance
|
| | | | 200% | | |
Equal to or more than 4.5% above Production Guidance
|
| | | | 175% | | |
Equal to or more than 3.0% above Production Guidance
|
| | | | 150% | | |
Equal to or more than 1.5% above Production Guidance
|
| | | | 125% | | |
Midpoint of Production Guidance
|
| | | | 100% | | |
Equal to or more than 1.5% below Production Guidance
|
| | | | 75% | | |
Equal to or more than 3.0% below Production Guidance
|
| | | | 50% | | |
Equal to or more than 4.5% below Production Guidance
|
| | | | 25% | | |
Equal to or more than 6.0% below Production Guidance
|
| | | | 0% | | |
AISC(1)
|
| |
Payout Percentage
|
| |||
Equal to or more than 6.0% below AISC Guidance
|
| | | | 200% | | |
Equal to or more than 4.5% below AISC Guidance
|
| | | | 175% | | |
Equal to or more than 3.0% below AISC Guidance
|
| | | | 150% | | |
Equal to or more than 1.5% below AISC Guidance
|
| | | | 125% | | |
Midpoint of AISC Guidance
|
| | | | 100% | | |
Equal to or more than 1.5% above AISC Guidance
|
| | | | 75% | | |
Equal to or more than 3.0% above AISC Guidance
|
| | | | 50% | | |
Equal to or more than 4.5% above AISC Guidance
|
| | | | 25% | | |
Equal to or more than 6.0% above AISC Guidance
|
| | | | 0% | | |
|
Ammar Al-Joundi, Director, President and Chief Executive Officer
|
| | | | 243,666 | | |
|
David Smith, Executive Vice President, Finance & Chief Financial Officer
|
| | | | 116,763 | | |
|
Sean Boyd, Director, Executive Chair
|
| | | | 310,677 | | |
|
Guy Gosselin, Executive Vice President, Exploration
|
| | | | 78,946 | | |
|
Dominique Girard, Executive Vice President, Chief Operating Officer — Nunavut, Quebec & Europe
|
| | | | 69,105 | | |
|
Carol Plummer, Executive Vice President, Operational Excellence
|
| | | | 60,793 | | |
|
Jean Robitaille, Executive Vice President, Chief Strategy & Technology Officer
|
| | | | 148,668 | | |
|
Natasha Vaz, Executive Vice President, Chief Operating Officer — Ontario, Australia & Mexico
|
| | | | 24,903 | | |
|
Chris Vollmershausen, Executive Vice President, Legal, General Counsel & Corporate Secretary
|
| | | | 53,599 | | |
| |
Performance Graph
|
| |
| |
Compensation of Officers
|
| |
Name
|
| |
Title
|
|
Ammar Al-Joundi
|
| | President and Chief Executive Officer | |
David Smith
|
| | Executive Vice President, Finance & Chief Financial Officer | |
Sean Boyd
|
| | Executive Chair | |
Guy Gosselin
|
| | Executive Vice President, Exploration | |
Dominique Girard
|
| |
Executive Vice President, Chief Operating Officer — Nunavut, Quebec & Europe
|
|
Carol Plummer
|
| | Executive Vice President, Operational Excellence | |
Jean Robitaille
|
| | Executive Vice President, Chief Strategy & Technology Officer | |
Natasha Vaz
|
| |
Executive Vice President, Chief Operating Officer — Ontario, Australia & Mexico
|
|
Chris Vollmershausen
|
| | Executive Vice President, Legal, General Counsel & Corporate Secretary | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Non-Equity
Incentive Plan Compensation(2) |
| | | | | | | | | | | | | | | | | | | |||||||||
Name and
Principal Position |
| |
Year
|
| |
Salary
|
| |
Share-
Based Awards (ISPP)(3) |
| |
Share-
Based Awards (RSUs)(4) |
| |
Share-
Based Awards (PSUs)(4) |
| |
Option-
Based Awards(5) |
| |
Annual
Incentive Plans |
| |
Long-
Term Incentive Plans |
| |
Pension
Value |
| |
All Other
Compensation(6) |
| |
Total
Compensation |
| |||||||||||||||||||||||||||||||||
Ammar Al-Joundi(7)
President & Chief Executive Officer |
| | | | 2022 | | | | | | 955,896 | | | | | | 36,504 | | | | | | 1,652,366 | | | | | | 1,652,366 | | | | | | — | | | | | | 1,383,300 | | | | | | n/a | | | | | | 350,879 | | | | | | 1,589,320 | | | | | | 7,620,631 | | |
| | | 2021 | | | | | | 757,910 | | | | | | 33,208 | | | | | | 2,371,810 | | | | | | 2,371,810 | | | | | | — | | | | | | 877,580 | | | | | | n/a | | | | | | 245,324 | | | | | | 18,317 | | | | | | 6,675,958 | | | ||
| | | 2020 | | | | | | 620,546 | | | | | | 20,319 | | | | | | 1,934,891 | | | | | | 1,934,891 | | | | | | — | | | | | | 745,400 | | | | | | n/a | | | | | | 204,892 | | | | | | 14,965 | | | | | | 5,475,903 | | | ||
David Smith
EVP, Finance & Chief Financial Officer |
| | | | 2022 | | | | | | 575,636 | | | | | | 27,858 | | | | | | 2,148,686 | | | | | | 762,631 | | | | | | 213,067 | | | | | | 576,375 | | | | | | n/a | | | | | | 172,802 | | | | | | 158,116 | | | | | | 4,401,865 | | |
| | | 2021 | | | | | | 578,405 | | | | | | 26,178 | | | | | | 948,724 | | | | | | 948,724 | | | | | | 544,259 | | | | | | 518,570 | | | | | | n/a | | | | | | 164,546 | | | | | | 16,116 | | | | | | 3,745,522 | | | ||
| | | 2020 | | | | | | 489,169 | | | | | | 26,447 | | | | | | 773,956 | | | | | | 773,956 | | | | | | 367,095 | | | | | | 465,875 | | | | | | n/a | | | | | | 143,257 | | | | | | 13,750 | | | | | | 3,053,505 | | | ||
Sean Boyd(8)
Executive Chair |
| | | | 2022 | | | | | | 2,220,098 | | | | | | — | | | | | | 2,542,102 | | | | | | 2,542,102 | | | | | | — | | | | | | — | | | | | | n/a | | | | | | 387,309 | | | | | | 7,765,007 | | | | | | 15,419,651 | | |
| | | 2021 | | | | | | 1,475,930 | | | | | | — | | | | | | 3,648,938 | | | | | | 3,648,938 | | | | | | — | | | | | | 3,191,200 | | | | | | n/a | | | | | | 537,087 | | | | | | 17,570 | | | | | | 12,519,662 | | | ||
| | | 2020 | | | | | | 1,378,990 | | | | | | — | | | | | | 2,976,755 | | | | | | 2,976,755 | | | | | | — | | | | | | 2,795,250 | | | | | | n/a | | | | | | 445,473 | | | | | | 14,220 | | | | | | 10,587,443 | | | ||
Jean Robitaille
EVP Chief Strategy & Technology Officer |
| | | | 2022 | | | | | | 479,574 | | | | | | 23,055 | | | | | | 1,945,318 | | | | | | 559,262 | | | | | | 213,067 | | | | | | 480,313 | | | | | | n/a | | | | | | 143,983 | | | | | | 428,555 | | | | | | 4,039,820 | | |
| | | 2021 | | | | | | 478,680 | | | | | | 21,503 | | | | | | 729,788 | | | | | | 729,788 | | | | | | 423,313 | | | | | | 438,790 | | | | | | n/a | | | | | | 137,621 | | | | | | 18,214 | | | | | | 2,977,695 | | | ||
| | | 2020 | | | | | | 401,817 | | | | | | 16,556 | | | | | | 595,351 | | | | | | 595,351 | | | | | | 285,518 | | | | | | 335,430 | | | | | | n/a | | | | | | 110,587 | | | | | | 13,005 | | | | | | 2,353,615 | | | ||
Dominique Girard
EVP, Chief Operating Officer — Nunavut, Quebec & Europe |
| | | | 2022 | | | | | | 423,429 | | | | | | 17,291 | | | | | | 1,894,476 | | | | | | 508,420 | | | | | | 191,760 | | | | | | 430,360 | | | | | | n/a | | | | | | 128,068 | | | | | | 202,709 | | | | | | 3,563,208 | | |
| | | 2021 | | | | | | 359,010 | | | | | | 16,106 | | | | | | 656,809 | | | | | | 656,809 | | | | | | 377,958 | | | | | | 319,120 | | | | | | n/a | | | | | | 101,616 | | | | | | 43,618 | | | | | | 2,531,044 | | | ||
| | | 2020 | | | | | | 300,955 | | | | | | 11,288 | | | | | | 418,781 | | | | | | 418,781 | | | | | | 224,336 | | | | | | 260,890 | | | | | | n/a | | | | | | 84,277 | | | | | | 51,722 | | | | | | 1,771,029 | | | ||
Anthony Makuch(9)
Former Chief Executive Officer |
| | | | 2022 | | | | | | 71,804 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | n/a | | | | | | 5,744 | | | | | $ | 10,407,677 | | | | | | 10,485,225 | | |
Name
|
| |
Option-Based Awards —
Value Vested During the Year(1) |
| |
Share-Based Awards —
Value Vested During the Year(2) |
| |
Non-Equity Incentive
Plan Compensation — Value Earned During the Year(3) |
| |||||||||
| | |
($)
|
| |
($)
|
| |
($)
|
| |||||||||
Ammar Al-Joundi
|
| | | | nil | | | | | | 3,760,684 | | | | | | 1,383,300 | | |
David Smith
|
| | | | 92,912 | | | | | | 1,504,274 | | | | | | 576,375 | | |
Sean Boyd
|
| | | | nil | | | | | | 5,785,668 | | | | | | nil | | |
Jean Robitaille
|
| | | | 74,329 | | | | | | 1,157,134 | | | | | | 480,313 | | |
Dominique Girard
|
| | | | 69,684 | | | | | | 809,993 | | | | | | 430,360 | | |
Anthony Makuch(4)
|
| | | | nil | | | | | | 10,948,869 | | | | | | nil | | |
| | |
Compensation Realized and Realizable as at December 31, 2022
|
| |||||||||||||||||||||
Year
|
| |
Total Direct
Compensation Awarded(1) |
| |
Realized Value(2)
|
| |
Difference
|
| |
TSR
|
| ||||||||||||
| | |
($)
|
| |
($)
|
| |
(%)
|
| |
(%)
|
| ||||||||||||
2018
|
| | | | 4,647,049 | | | | | $ | 6,646,880 | | | | | | 43 | | | | | | (12) | | |
2019
|
| | | | 4,350,418 | | | | | $ | 5,141,550 | | | | | | 18 | | | | | | 54 | | |
2020
|
| | | | 5,475,903 | | | | | $ | 5,276,546 | | | | | | (4) | | | | | | 16 | | |
2021
|
| | | | 6,675,958 | | | | | $ | 5,446,996 | | | | | | (18) | | | | | | (25) | | |
2022
|
| | | | 7,620,631 | | | | | $ | 7,830,557 | | | | | | 3 | | | | | | 10 | | |
Average
|
| | | | | | | | | | | | | | | | 8 | | | | | | 9 | | |
Name
|
| |
Number of
Options Exercised |
| |
Option Exercise
Price(1) |
| |
Share Price on
Exercise Date(2) |
| |
Notional Proceeds(3)
|
| ||||||||||||
| | |
(#)
|
| |
(C$)
|
| |
(C$)
|
| |
($)
|
| ||||||||||||
Ammar Al-Joundi
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
David Smith
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Sean Boyd
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Jean Robitaille
|
| | | | 30,000 | | | | | | 56.45 | | | | | | 68.14 | | | | | | 269,475 | | |
| | | | | 34,000 | | | | | | 58.04 | | | | | | 70.54 | | | | | | 326,605 | | |
Dominique Girard
|
| | | | 6,250 | | | | | | 58.04 | | | | | | 71.30 | | | | | | 63,689 | | |
Anthony Makuch(4)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | |
Option-Based Awards
|
| |
Share-Based Awards
|
| ||||||||||||||||||||||||||||||||||||
Name
|
| |
Number of
Securities Underlying Unexercised Options |
| |
Option
Exercise Price(1) |
| |
Option
Expiration Date |
| |
Value of
Unexercised In-The-Money Options(2) |
| |
Number of
Shares or Units of Shares that have not Vested(3) |
| |
Market or
Payout Value of Share Based Awards that have not Vested(4) |
| |
Market or
Payout Value of Vested Share Based Awards not Paid Out or Distributed |
| |||||||||||||||||||||
| | |
(#)
|
| |
(C$)
|
| | | | | | | |
($)
|
| |
(#)
|
| |
($)
|
| |
($)
|
| ||||||||||||||||||
Ammar Al-Joundi
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 130,000 | | | | | $ | 7,029,316 | | | | | | nil | | |
David Smith
|
| | | | 27,000 | | | | | | 79.98 | | | | | | 1/3/2025 | | | | | | nil | | | | | | 83,262 | | | | | $ | 4,502,115 | | | | | | nil | | |
| | | 36,000 | | | | | | 89.59 | | | | | | 1/5/2026 | | | | | | nil | | | | | | | | | | | | | | | | | | | | | ||
| | | 25,000 | | | | | | 67.19 | | | | | | 1/4/2027 | | | | | | 60,904 | | | | | | | | | | | | | | | | | | | | | ||
Sean Boyd
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 200,001 | | | | | $ | 10,814,386 | | | | | | nil | | |
Jean Robitaille
|
| | | | 32,000 | | | | | | 55.10 | | | | | | 1/2/2024 | | | | | | 375,274 | | | | | | 69,262 | | | | | $ | 3,745,111 | | | | | | nil | | |
| | | 28,000 | | | | | | 79.98 | | | | | | 1/3/2025 | | | | | | nil | | | | | | | | | | | | | | | | | | | | | ||
| | | 28,000 | | | | | | 89.59 | | | | | | 1/5/2026 | | | | | | nil | | | | | | | | | | | | | | | | | | | | | ||
| | | 25,000 | | | | | | 67.19 | | | | | | 1/4/2027 | | | | | | 60,904 | | | | | | | | | | | | | | | | | | | | | ||
Dominique Girard
|
| | | | 20,000 | | | | | | 55.10 | | | | | | 1/2/2024 | | | | | | 234,546 | | | | | | 65,262 | | | | | $ | 3,528,825 | | | | | | nil | | |
| | | 22,000 | | | | | | 79.98 | | | | | | 1/3/2025 | | | | | | nil | | | | | | | | | | | | | | | | | | | | | ||
| | | 25,000 | | | | | | 89.59 | | | | | | 1/5/2026 | | | | | | nil | | | | | | | | | | | | | | | | | | | | | ||
| | | 22,500 | | | | | | 67.19 | | | | | | 1/4/2027 | | | | | | 54,813 | | | | | | | | | | | | | | | | | | | | | ||
Anthony Makuch(5)
|
| | | | n/a | | | | | | n/a | | | | | | n/a | | | | | | n/a | | | | | | n/a | | | | | | n/a | | | | | | n/a | | |
Plan Category
|
| |
Number of
securities to be issued on exercise of outstanding options |
| |
Weighted
average exercise price of outstanding options (C$) |
| |
Weighted
average remaining term of outstanding options |
| |
Number of
securities remaining available for future issuances under equity compensation plans |
| |
Number of
equity awards outstanding other than stock options |
|
Equity compensation plans approved by shareholders
|
| |
5,585,567(1)
|
| |
75.05(2)
|
| |
2.95 years(3)
|
| |
4,049,038(4)
|
| |
nil(5)
|
|
Equity compensation plans not approved by shareholders
|
| |
nil
|
| |
nil
|
| |
nil
|
| |
nil
|
| |
nil
|
|
Name
|
| |
Number of
Years of Service(2) |
| |
Annual Benefits
Accrued |
| |
Accrued
Obligation at the Start of the Year(3) |
| |
Compensatory
Change(4) |
| |
Non-
Compensatory Change(5) |
| |
Accrued
Obligation at Year End(6) |
| ||||||||||||||||||||||||
|
At Year
End(2) |
| |
Benefit
payable at 65 |
| ||||||||||||||||||||||||||||||||||||||
| | |
(#)
|
| |
($)
|
| |
($)
|
| |
($)
|
| |
($)
|
| |
($)
|
| |
($)
|
| |||||||||||||||||||||
Sean Boyd
|
| | | | 37 | | | | | | 1,196,478 | | | | | | 1,223,836 | | | | | | 22,583,910 | | | | | | 363,654 | | | | | | (4,267,404) | | | | | | 18,680,160 | | |
Name
|
| |
Accumulated
Value at Start of Year |
| |
Compensatory(2)
|
| |
Non-
Compensatory(3) |
| |
Accumulated
Value at Year End |
| ||||||||||||
| | |
($)
|
| |
($)
|
| |
($)
|
| |
($)
|
| ||||||||||||
Ammar Al-Joundi
|
| | | | 190,367 | | | | | | 23,654 | | | | | | (21,965) | | | | | | 192,056 | | |
David Smith
|
| | | | 529,516 | | | | | | 23,654 | | | | | | (48,671) | | | | | | 504,499 | | |
Sean Boyd
|
| | | | 946,798 | | | | | | 23,654 | | | | | | (81,897) | | | | | | 888,555 | | |
Jean Robitaille
|
| | | | 763,195 | | | | | | 23,654 | | | | | | (84,421) | | | | | | 702,429 | | |
Dominique Girard
|
| | | | 366,169 | | | | | | 23,654 | | | | | | (26,289) | | | | | | 363,534 | | |
Anthony Makuch(4)
|
| | | | n/a | | | | | | n/a | | | | | | n/a | | | | | | n/a | | |
Name
|
| |
Accumulated
Value at Start of Year |
| |
Compensatory(2)
|
| |
Non-
Compensatory(3) |
| |
Accumulated
Value at Year End |
| ||||||||||||
| | |
($)
|
| |
($)
|
| |
($)
|
| |
($)
|
| ||||||||||||
Ammar Al-Joundi
|
| | | | 1,350,498 | | | | | | 327,225 | | | | | | 44,701 | | | | | | 1,722,425 | | |
David Smith
|
| | | | 1,412,576 | | | | | | 149,147 | | | | | | 46,756 | | | | | | 1,608,479 | | |
Sean Boyd(4)
|
| | | | nil | | | | | | nil | | | | | | nil | | | | | | nil | | |
Jean Robitaille
|
| | | | 1,201,846 | | | | | | 120,329 | | | | | | 39,781 | | | | | | 1,361,956 | | |
Dominique Girard
|
| | | | 330,636 | | | | | | 104,414 | | | | | | 10,944 | | | | | | 445,994 | | |
Anthony Makuch(5)
|
| | | | n/a | | | | | | n/a | | | | | | n/a | | | | | | n/a | | |
| |
Indebtedness of Directors and Officers
|
| |
| |
Additional Items
|
| |
| March 21, 2023 | |
|
![]() |
|
|
Christopher Vollmershausen
Executive Vice-President, Legal, General Counsel & Corporate Secretary |
|
| |
These materials are important and require your immediate attention. If you have questions or require assistance with voting your shares, you may contact Agnico Eagle’s proxy solicitation agent:
![]()
North American Toll-Free Number: 1-877-452-7184
Collect Calls Outside North America: 1-416-304-0211 Email: assistance@laurelhill.com |
| |
Security Class Holder Account Number Form of Proxy - Annual and Special Meeting to be held on April 28, 2023 This Form of Proxy is solicited by and on behalf of Management. Notes to proxy 1. Every holder has the right to appoint some other person or company of their choice, who need not be a holder, to attend and act on their behalf at the meeting or any adjournment or postponement thereof. If you wish to appoint a person or company other than the Management Nominees whose names are printed herein, please insert the name of your chosen proxyholder in the space provided (see reverse). 2. If the securities are registered in the name of more than one owner (for example, joint ownership, trustees, executors, etc.), then all those registered should sign this proxy. If you are voting on behalf of a corporation or another individual you may be required to provide documentation evidencing your power to sign this proxy with signing capacity stated. 3. This proxy should be signed in the exact manner as the name(s) appear(s) on the proxy. 4. If a date is not inserted in the space provided on the reverse of this proxy, it will be deemed to bear the date on which it was mailed to the holder by Management. 5. The securities represented by this proxy will be voted as directed by the holder, however, if such a direction is not made in respect of any matter, and the proxy appoints the Management Nominees listed on the reverse, this proxy will be voted as recommended by Management. 6. The securities represented by this proxy will be voted in favour, or withheld from voting, or voted against each of the matters described herein, as applicable, in accordance with the instructions of the holder, on any ballot that may be called for. If you have specified a choice with respect to any matter to be acted on, the securities will be voted accordingly. 7. This proxy confers discretionary authority in respect of amendments or variations to matters identified in the Notice of Meeting and Management Information Circular or other matters that may properly come before the meeting or any adjournment or postponement thereof, unless prohibited by law. 8. This proxy should be read in conjunction with the accompanying documentation provided by Management. Proxies submitted must be received by 11:00 am, Toronto time, on April 26, 2023. VOTE USING THE TELEPHONE OR INTERNET 24 HOURS A DAY 7 DAYS A WEEK! To Vote Using the Telephone • Call the number listed BELOW from a touch tone telephone. 1-866-732-VOTE (8683) Toll Free To Vote Using the Internet • Go to the following web site: www.investorvote.com • Smartphone? Scan the QR code to vote now. To Receive Documents Electronically • You can enroll to receive future securityholder communications electronically, by visiting www.investorcentre.com. When you register for electronic documents, a tree will be planted on your behalf. To Virtually Attend the Meeting • You can attend the meeting virtually by visiting the URL provided on the back of this document. If you vote by telephone or the Internet, DO NOT mail back this proxy. Voting by mail may be the only method for securities held in the name of a corporation or securities being voted on behalf of another individual. Voting by mail or by Internet are the only methods by which a holder may appoint a person as proxyholder other than the Management Nominees named on the reverse of this proxy. Instead of mailing this proxy, you may choose one of the two voting methods outlined above to vote this proxy. To vote by telephone or the Internet, you will need to provide your CONTROL NUMBER listed below. CONTROL NUMBER ------- Fold ------- Fold |
------- Fold ------- Fold Appointment of Proxyholder I/We being holder(s) of common shares of Agnico Eagle Mines Limited (the “Company”) hereby appoint: Sean Boyd, Executive Chairman of the Company, or failing this person, Chris Vollmershausen, Executive Vice-President, Legal, General Counsel & Corporate Secretary of the Company (the "Management Nominees") OR Print the name of the person you are appointing if this person is someone other than the Management Nominees listed herein. Note: If completing the appointment box above and you or your appointee intend on attending online YOU MUST go to http://www.computershare.com/AgnicoEagle and provide Computershare with the name and email address of the person you are appointing. Computershare will use this information ONLY to provide the appointee with an invite code to gain entry to the online meeting. If the appointee is attending the meeting in person, this step is NOT required. as my/our proxyholder with full power of substitution and to attend, act and to vote for and on behalf of the holder in accordance with the following direction (or if no directions have been given, as the proxyholder sees fit) and on all other matters that may properly come before the Annual and Special Meeting of shareholders of Agnico Eagle Mines Limited to be held in person at Arcadian Court, 401 Bay Street, Simpson Tower, 8th Floor, Toronto, Ontario M5H 2Y4 and via live webcast online at: https://meetnow.global/M5UPTSH on April 28, 2023 at 11:00 am (Toronto time), and at any adjournment or postponement thereof. VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES. 1. Election of Directors 01. Leona Aglukkaq For Withhold 02. Ammar Al-Joundi For Withhold 03. Sean Boyd For Withhold 04. Martine A. Celej 05. Robert J. Gemmell 06. Jonathan Gill 07. Peter Grosskopf 08. Elizabeth Lewis-Gray 09. Deborah McCombe 10. Jeffrey Parr 11. J. Merfyn Roberts 12. Jamie C. Sokalsky 2. Appointment of Auditors Appointment of Ernst & Young LLP as Auditors of the Company for the ensuing year and authorizing the Directors to fix their remuneration. For Withhold 3. Executive Compensation Consideration of and, if deemed advisable, the passing of a non-binding, advisory resolution accepting the Company’s approach to executive compensation. For Against Signature of Proxyholder I/We authorize you to act in accordance with my/our instructions set out above. I/We hereby revoke any proxy previously given with respect to the Meeting. If no voting instructions are indicated above, and the proxy appoints the Management Nominees, this Proxy will be voted as recommended by Management. Signature(s) Date Interim Financial Statements - Mark this box if you would like to receive Interim Financial Statements and accompanying Management’s Discussion and Analysis by mail. Annual Financial Statements - Mark this box if you would like to receive the Annual Financial Statements and accompanying Management’s Discussion and Analysis by mail. If you are not mailing back your proxy, you may register online to receive the above financial report(s) by mail at www.computershare.com/mailinglist. A G E Q 3 5 0 5 9 7 A R 1 |