Agnico Eagle Mines Ltd 6-K, filed Mar 25, 2025

Agnico Eagle Mines Ltd (AEM)

6-K 2025-03-25 For: 2025-03-24

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Added on April 10, 2026

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Agnico Eagle Mines Ltd filed this 6-K on March 25, 2025.

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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 24, 2025
99.2	Form of Proxy

	AGNICO EAGLE MINES LIMITED
	(Registrant)

Date: March 24, 2025	By:	/s/ Chris Vollmershausen
		Chris Vollmershausen
		Executive Vice-President, Legal, General Counsel & Corporate Secretary

	Page
Summary of Governance & Compensation Practices		2
Notes to Readers		3
SECTION 1: VOTING INFORMATION		4
SECTION 2: BUSINESS OF THE MEETING		10
Election of Directors		10
Compensation of Directors and Other Information		21
Board of Directors Governance Matters		25
Appointment of Auditors		30
Financial Statements		32
Three Year Burn Rate		32
Advisory Vote on Approach to Executive Compensation		32
SECTION 3: Compensation and Other Information		33
Letter from the Chair of the Compensation Committee		33
Compensation Discussion & Analysis		35
Performance Graph		52
Compensation of Officers		53
Indebtedness of Directors and Officers		65
Additional Items		66
APPENDIX A: Statement of Corporate Governance Practices		A-1
APPENDIX B: Advisory Resolution on Approach to Executive Compensation		B-1
APPENDIX C: 2024 Voting Results		C-1

				Page
	Governance Practices
	Agnico Eagle:
	Conducts a Hybrid Meeting			4
	Elects Each Director Individually			10-18
	Has a Majority Voting Policy			25
	Has an Independent Lead Director			A-2
	Has Fully Independent Committees			20, A-5
	Has Director Shareholding Guidelines			22
	Has an Outside Board Participation Policy			25
	Has a Board Diversity Policy			26
	Sets Targets for Female Directors			26
	Performs Annual Director Assessments			27, A-7
	Has Board Renewal Practices			27
	Has Robust Director Education Programs			27
	Has Succession Plans			63
	Engages with Shareholders			28
	Has Board Oversight of Cybersecurity Programs			30
	Has Board Oversight of Climate Change Related Risks & Opportunities			30

				Page
	Compensation Practices
	Agnico Eagle:
	Aligns Pay With Performance			52
	Has a “Say on Pay” Vote			32
	Caps STIP Payments to NEOs			39
	Has a Recoupment Policy			51
	Has an Anti-Hedging Policy			37
	Has Executive Shareholding Guidelines			32
	Has Double Trigger Change of Control Provisions			63
	Focuses on Performance-Based LTIP			48
	Selects an Appropriate Peer Group			37
	Discloses PSU Vesting Conditions			49
	Discloses STIP Targets & Calculations			40-46
	Discloses CEO Realizable Pay			59
	Agnico Eagle Does Not:
	Guarantee Bonuses			46
	Grant Options to Executives			57
	Pay One-Time or Special Cash Bonuses			38-39
	Make Loans to Directors or Officers			65
	Encourage Excessive Risk-Taking			37

				FOR the election of management’s nominees as directors;
				FOR the appointment of Ernst & Young LLP as the Company’s auditors and the authorization of the directors to fix the remuneration of the auditors;
				FOR the acceptance of the Company’s approach to executive compensation; and
				FOR management’s proposals generally.

Value of At-Risk Investment(1) $1,690,955 Common Shares: 3,566 RSUs: 12,000 Meets director shareholding requirements	Leona Aglukkaq
	Age: 58 \| Director since 2021 \| Independent	Meeting Attendance: 88%
	Diversity Factors: Female, Aboriginal \| 2024 Voting Result: 97.76%

	Ms. Aglukkaq, of Dundee, Nova Scotia, Canada, is an experienced politician and government administrator originally 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.	QUALIFICATION: 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. Board/Committee Memberships: Board of Directors Compensation (Chair) Health, Safety, Environment and Sustainable Development Other Public Board Directorships: — Other Public Board Committee Memberships: —

Value of At-Risk Investment(1) $20,218,023 Common Shares: 114,116 (having an At-Risk Investment value of $12,396,569) RSUs: 72,000 (having an At-Risk Investment value of $7,821,454) PSUs*: 88,000 Meets executive shareholding requirements	Ammar Al-Joundi
	Age: 60 \| Director since 2022 \| Non-Independent	Meeting Attendance: 100%
	Diversity Factors: Visible Minority \| 2024 Voting Result: 98.56%

	Mr. Al-Joundi, of Toronto, Ontario, Canada, is the President & Chief Executive Officer of Agnico Eagle, a position he has held since February 23, 2022. Prior to his appointment as President & 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 & 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.	QUALIFICATION: Mr. Al-Joundi is a graduate of Western University (M.B.A. (Honours)) and the University of Toronto (BASc (Mechanical Engineering)). Board/Committee Memberships: Board of Directors Other Public Board Directorships: Canadian Imperial Bank of Commerce Other Public Board Committee Memberships: Risk Management

Value of At-Risk Investment(1) $11,878,072 Common Shares: 100,343 RSUs: 9,000 Meets director shareholding requirements	Sean Boyd, FCPA, FCA
	Age: 66 \| Director since 1998 \| Non-Independent	Meeting Attendance: 100%
	Diversity Factors: n/a \| 2024 Voting Result: 92.48%

	Mr. Boyd, of King City, Ontario, Canada, is the Chair of the Board of Agnico Eagle. Mr. Boyd has been with Agnico Eagle since 1985. Prior to his appointment as Chair on December 31, 2023, Mr. Boyd was the Executive Chair of the Board from February 2022 until his retirement on December 31, 2023, and was 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).	QUALIFICATION: Mr. Boyd is a Chartered Professional Accountant (FCPA, CA) and a graduate of the University of Toronto (B.Comm.). Mr. Boyd was inducted into the Canadian Mining Hall of Fame in 2025. Board/Committee Memberships: Board of Directors (Chair) Other Public Board Directorships: — Other Public Board Committee Memberships: —

Value of At-Risk Investment(1) $3,543,879 Common Shares: 20,623 RSUs: 12,000 Meets director shareholding requirements	Martine A. Celej
	Age: 59 \| Director since 2011 \| Independent	Meeting Attendance: 100%
	Diversity Factors: Female \| 2024 Voting Result: 97.38%

	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.	QUALIFICATION: Ms. Celej is a graduate of Victoria College at the University of Toronto (B.A. (Honours)). Board/Committee Memberships: Board of Directors Compensation Other Public Board Directorships: — Other Public Board Committee Memberships: —

Value of At-Risk Investment(1) $3,607,102 Common Shares: nil RSUs: 6,000 DSUs: 27,205 Meets director shareholding requirements	Jonathan Gill, P.Eng, ICD.D
	Age: 80 \| Director since 2022 \| Independent	Meeting Attendance: 100%
	Diversity Factors: n/a \| 2024 Voting Result: 99.38%

	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, is a former Employer Chair of Ontario’s Mining Legislative Review Committee and sits on the board of directors of the non-profit Mining Innovation Rehabilitation and Applied Research Corporation (MIRARCO). Mr. Gill was on the board of directors of Kirkland Lake Gold prior to the Merger in February 2022.	QUALIFICATION: 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). Board/Committee Memberships: Board of Directors Health, Safety, Environment and Sustainable Development Technical (Chair) Other Public Board Directorships: — Other Public Board Committee Memberships: —

Value of At-Risk Investment(1) $3,422,864 Common Shares: 12,435 RSUs: 12,000 DSUs: 7,074 Meets director shareholding requirements	Peter Grosskopf, CFA
	Age: 59 \| Director since 2022 \| Independent	Meeting Attendance: 100%
	Diversity Factors: n/a \| 2024 Voting Result: 96.77%

	Mr. Grosskopf, of Toronto, Ontario, Canada, has more than 35 years of experience in the financial services industry. Currently, he is Chairman of SCP Resource Finance LP. Prior to this, he was 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 TD Bank Financial Group in 2000). Mr. Grosskopf was on the board of directors of Kirkland Lake Gold prior to the Merger in February 2022.	QUALIFICATION: Mr. Grosskopf is a CFA® charterholder and a graduate of Western University (HBA and MBA). Board/Committee Memberships: Board of Directors Compensation Corporate Governance (Chair) Other Public Board Directorships: Alaris Equity Partners Income Trust (Chair) Other Public Board Committee Memberships: —

Value of At-Risk Investment(1) $2,151,334 Common Shares: 745 RSUs: 12,000 DSUs: 7,059 Meets director shareholding requirements	Elizabeth Lewis-Gray, FAusIMM, FTSE, GAICD
	Age: 63 \| Director since 2022 \| Independent	Meeting Attendance: 93%
	Diversity Factors: Female \| 2024 Voting Result: 99.40%

	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. She is also involved in the renewable energy sector and is President of the Victorian Bioenergy Network. Ms. Lewis-Gray was on the board of directors of Kirkland Lake Gold prior to the Merger in February 2022.	QUALIFICATION: 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. Board/Committee Memberships: Board of Directors Health, Safety, Environment and Sustainable Development Technical Other Public Board Directorships: — Other Public Board Committee Memberships: —

Value of At-Risk Investment(1) $3,156,717 Common Shares: 17,059 RSUs: 12,000 Meets director shareholding requirements	Deborah McCombe, P. Geo.
	Age: 72 \| Director since 2014 \| Independent	Meeting Attendance: 100%
	Diversity Factors: Female \| 2024 Voting Result: 99.25%

	Ms. McCombe, of Toronto, Ontario, Canada, now retired, was most recently 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; 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.	QUALIFICATION: Ms. McCombe is a graduate of Western University (Geology). Board/Committee Memberships: Board of Directors Health, Safety, Environment and Sustainable Development (Chair) Technical Other Public Board Directorships: — Other Public Board Committee Memberships: —

Value of At-Risk Investment(1) $5,814,708 Common Shares: 15,702 RSUs: 3,000 DSUs: 34,825 Meets director shareholding requirements	Jeffrey Parr, CPA, CA, ICD.D
	Age: 68 \| Director since 2022 \| Independent	Meeting Attendance: 100%
	Diversity Factors: n/a \| 2024 Voting Result: 97.22%

	Reasons for Nomination
	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 was the Chair of the board of directors of Kirkland Lake Gold prior to the Merger in February 2022.	QUALIFICATION: Mr. Parr is a Chartered Professional Accountant (CPA, CA) and is a graduate of Western University (BA (Econ)) and McMaster University (MBA), and is a certified director of the Institute of Corporate Directors (ICD.D). Board/Committee Memberships: Board of Directors (Vice-Chair) Audit (Chair) Corporate Governance Other Public Board Directorships: Discovery Silver Corp. Other Public Board Committee Memberships: Audit Committee Compensation Committee

Value of At-Risk Investment(1) $3,284,467 Common Shares: 18,235 RSUs: 12,000 Meets director shareholding requirements	J. Merfyn Roberts, CA
	Age: 74 \| Director since 2008 \| Independent	Meeting Attendance: 100%
	Diversity Factors: n/a \| 2024 Voting Result: 96.29%

	Reasons for Nomination
	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.	QUALIFICATION: 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. Board/Committee Memberships: Board of Directors Audit Technical Other Public Board Directorships: Newport Exploration Limited Other Public Board Committee Memberships: Audit Committee

Value of At-Risk Investment(1) $4,765,655 Common Shares: 31,870 RSUs: 12,000 Meets director shareholding requirements	Jamie C. Sokalsky, CPA, CA
	Age: 67 \| Director since 2015 \| Independent	Meeting Attendance: 100%
	Diversity Factors: n/a \| 2024 Voting Result: 96.97%

	Reasons for Nomination
	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 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, 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.	QUALIFICATION: Mr. Sokalsky received his CA designation in 1982 and is a graduate of Lakehead University (B.Comm.). Board/Committee Memberships: Board of Directors (Lead Director) Audit Corporate Governance Other Public Board Directorships: Probe Gold Inc. (Chair) Royal Gold Inc. Other Public Board Committee Memberships: Audit Committee Compensation Committee Nominating & Corporate Governance Committee Audit and Finance Committee (Chair)

Director	Board Meetings Attended	Committee Meetings Attended
Leona Aglukkaq	5 of 6	9 of 10
Ammar Al-Joundi	6 of 6	n/a
Sean Boyd	6 of 6	n/a
Martine A. Celej	6 of 6	6 of 6
Jonathan Gill	6 of 6	8 of 8
Peter Grosskopf	6 of 6	10 of 10
Elizabeth Lewis-Gray	5 of 6	8 of 8
Deborah McCombe	6 of 6	8 of 8
Jeffrey Parr	6 of 6	9 of 9
J. Merfyn Roberts	6 of 6	9 of 9
Jamie Sokalsky	6 of 6	9 of 9

	Retainers payable for the year ending December 31, 2024
Annual Board of Directors retainer (base)		$	100,000
Additional Annual retainer for Chair of the Board of Directors		$	125,000
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, RSUs and DSUs owned by each director and aggregate value thereof as of March 14, 2025
Name	Number of Common Shares		Value of Common Shares(1)		Number of RSUs		Value of RSUs(1)		Number of DSUs(2)		Value of DSUs(1)		Aggregate Number of Common Shares, RSUs and DSUs		Aggregate Value of Common Shares, RSUs and DSUs(1)		Aggregate Value of Common Shares, RSUs and DSUs as a Ratio to Regular Director Fees(3)		Deadline to meet Ownership Guideline
	(#)		($)		(#)		($)		(#)		($)		(#)		($)
Leona Aglukkaq		3,566		387,379		12,000		1,303,576		n/a		n/a		15,566		1,690,955		3.95	Meets Guideline
Ammar Al-Joundi		114,116		12,396,569		72,000		7,821,454		n/a		n/a		186,116		20,218,023		n/a	Meets Executive Guideline(4)
Sean Boyd		100,343		10,900,391		9,000		977,682		n/a		n/a		109,343		11,878,072		27.73	Meets Guideline
Martine A. Celej		20,623		2,240,303		12,000		1,303,576		n/a		n/a		32,623		3,543,879		8.27	Meets Guideline
Jonathan Gill		nil		nil		6,000		651,788		27,205		2,955,315		33,205		3,607,102		8.42	Meets Guideline
Peter Grosskopf		12,435		1,350,830		12,000		1,303,576		7,074		768,458		31,509		3,422,864		7.99	Meets Guideline
Elizabeth Lewis-Gray		745		80,930		12,000		1,303,576		7,059		766,828		19,804		2,151,334		5.02	Meets Guideline
Deborah McCombe		17,059		1,853,141		12,000		1,303,576		n/a		n/a		29,059		3,156,717		7.37	Meets Guideline
Jeffrey Parr		15,702		1,705,729		3,000		325,894		34,825		3,783,085		53,527		5,814,708		13.57	Meets Guideline
J. Merfyn Roberts		18,235		1,980,892		12,000		1,303,576		n/a		n/a		30,235		3,284,467		7.67	Meets Guideline
Jamie C. Sokalsky		31,870		3,462,080		12,000		1,303,576		n/a		n/a		43,870		4,765,655		11.12	Meets Guideline

Name	Fees Earned(2)		Share- Based Awards(3)		Option- Based Awards(4)		Non-Equity Incentive Plan Compensation(5)		Pension Value		All Other Compensation		Total
	($)		($)		($)		($)		($)		($)		($)
Leona Aglukkaq		125,000		213,983		n/a		nil		n/a		n/a		338,983
Martine A. Celej		100,000		213,983		n/a		nil		n/a		n/a		313,983
Jonathan Gill		115,000		53,496		n/a		157,790		n/a		n/a		326,285
Peter Grosskopf		115,000		213,983		n/a		nil		n/a		n/a		328,983
Elizabeth Lewis-Gray		100,000		213,983		n/a		nil		n/a		n/a		313,983
Deborah McCombe		115,000		213,983		n/a		nil		n/a		n/a		328,983
Jeffrey Parr		125,000		53,496		n/a		157,790		n/a		n/a		336,285
J. Merfyn Roberts		100,000		213,983		n/a		nil		n/a		n/a		313,983
Jamie C. Sokalsky		140,000		213,983		n/a		nil		n/a		n/a		353,983

	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 RSUs that have not Vested		Market or Payout Value of RSUs that have not Vested(2)		Number of DSUs that have not Vested(3)		Market or Payout Value of DSUs that have not Vested(2)		Total Number of RSUs and DSUs that have not Vested		Total Market or Payout Value of RSUs and DSUs that have not Vested(2)
	(#)		($)				($)		(#)		($)		(#)		($)		(#)		($)
Leona Aglukkaq		nil		n/a		n/a		n/a		8,000		656,766		n/a		n/a		8,000		656,766
Martine A. Celej		nil		n/a		n/a		n/a		8,000		656,766		n/a		n/a		8,000		656,766
Jonathan Gill		nil		n/a		n/a		n/a		2,000		164,192		27,205		2,233,416		29,205		2,397,608
Peter Grosskopf		nil		n/a		n/a		n/a		8,000		656,766		7,074		580,746		15,074		1,237,512
Elizabeth Lewis-Gray		nil		n/a		n/a		n/a		8,000		656,766		7,059		579,514		15,059		1,236,281
Deborah McCombe		nil		n/a		n/a		n/a		8,000		656,766		n/a		n/a		8,000		656,766
Jeffrey Parr		nil		n/a		n/a		n/a		2,000		164,192		34,825		2,858,986		36,825		3,023,178
J. Merfyn Roberts		nil		n/a		n/a		n/a		8,000		656,766		n/a		n/a		8,000		656,766
Jamie C. Sokalsky		nil		n/a		n/a		n/a		8,000		656,766		n/a		n/a		8,000		656,766

	Year			Director Education Session Agenda Topics
	July 2019			Presentations on (i) an overview of the gold market, (ii) the Company’s automation initiatives, and (iii) the Company’s approach to seismicity issues and how they are assessed and managed
	July 2020			Presentations on (i) the Company’s response to COVID-19, (ii) the Company’s safety performance and benchmarking to peers, and (iii) the evolution of the Company’s life-of-mine and budgeting process
	July 2021			Presentations on (i) Bitcoin, (ii) the Company’s ESG practices and Climate Change policy, and (iii) the Company’s approach to cybersecurity
	July 2022			Presentations on (i) the digitization of gold, (ii) the Company’s approach to cybersecurity, and (iii) the Company’s Climate Change plans and practices
	July 2023			Presentations on (i) the current gold investor landscape from an outside expert, and (ii) the current gold market context, including the Company’s strategic positioning therein, from an outside expert

Date(s)	Activities	Attendance
January 26	Comprehensive updates by management on 2023 results and 2024 operating and financial plans	All directors
February 15 April 25 July 31 October 30	Comprehensive updates by management at the regular quarterly Board and Committee meetings	All directors
July 31	Director Education Session, including presentations on (i) the Company’s approach to innovation, including at a high-level with respect to machine learning and artificial intelligence, (ii) the Company’s approach to business optimization, and (iii) the market’s approach to valuation of the Company, as compared with the Company’s internal assessment of value	All directors
October 28 – 29	Site visit to the Company’s operations at the Kittila mine in Finland	All directors other than Ms. Lewis-Gray
December 10 – 11	Comprehensive presentations on strategic matters, including leadership development and succession planning	All directors

Date(s)		Attendance
February 14	Presentations on (i) the Company’s Great Place To Work® Survey Results, and (ii) the Company’s 2024 health and safety objectives	HSESD Committee
April 24	Presentations on (i) the Company’s sustainability disclosures and various ratings, (ii) the Company’s initial Modern Slavery Act report, and (iii) learnings from a recent third-party heap leach failure	HSESD Committee
July 30	Presentation on the Company’s inaugural Reconciliation Action Plan	HSESD Committee
October 29	Presentation on Canada’s Bill C-59 and “Greenwashing”	HSESD Committee

	Year ended December 31, 2024(1)			Year ended December 31, 2023(2)
	($ thousands)			($ thousands)
Audit fees		$	6,634		$	5,974
Audit-related fees		$	112		$	195
Tax consulting fees		$	668		$	407
All other fees		$	128		$	39
Total		$	7,543		$	6,615

	2024	2023	2022
Weighted Average Number of Outstanding Shares	499,903,641	488,722,676	437,678,131
Number of Options Granted	1,021,400	873,950	1,643,801
Number of Shares issued under the Incentive Share Purchase Plan	801,645	885,842	615,069
Burn Rate
Stock Option Plan burn rate	0.20%	0.18%	0.38%
Incentive Share Purchase Plan burn rate	0.16%	0.18%	0.14%
Aggregate burn rate (Stock Option Plan and Incentive Share Purchase Plan)	0.36%	0.36%	0.52%

	Name			Title
	Ammar Al-Joundi			President & Chief Executive Officer
	Jamie Porter			Executive Vice-President, Finance and Chief Financial Officer
	Jean Robitaille			Executive Vice-President, Chief Strategy & Technology Officer
	Dominique Girard			Executive Vice-President, Chief Operating Officer — Nunavut, Quebec & Europe
	Sean Boyd(1)			Chair

Type of Work	2024(1)			2023(2)
Executive Compensation-Related Fees		$	64,427		$	141,845
All other fees			nil			nil
Total		$	64,427		$	141,845

Name	Target Incentive Level	Maximum Incentive Payout
Ammar Al-Joundi	200%	250%
Jamie Porter	100%	150%
Jean Robitaille	100%	150%
Dominique Girard	100%	150%
Sean Boyd(1)	n/a	n/a

GCIFR	Assessment	Score
Equal to or more than 50% below target	100%	7.0
Equal to 10 – 50% below target	95%	6.7
Equal to 0 – 10% below target	90%	6.3
Equal to target	80%	5.6
Equal to 0 – 10% above target	70%	4.9
Equal to or more than 10% above target	50%	3.5
Equal to or more than 20% above target	0%	0

Production(*)	Assessment	Score
Equal to or more than 1.5% above guidance	100%	10.0
At or within 1.5% of the midpoint of guidance	90%	9.0
Equal to or more than 1.5% below guidance	75%	7.5
Equal to or more than 3.0% below guidance	50%	5.0
Equal to or more than 4.5% below guidance	25%	2.5
Equal to or more than 10.0% below guidance	0%	0

Total Cash Costs Per Ounce() and All-In Sustaining Costs Per Ounce()	Assessment	Score
Equal to or more than 2.5% below guidance	100%	7.5
At or within 2.5% of the midpoint of guidance	90%	6.8
Equal to or more than 2.5% above guidance	75%	6.0
Equal to or more than 5.0% above guidance	50%	4.0
Equal to or more than 7.5% above guidance	25%	2.0
Equal to or more than 10.0% above guidance	0%	0

	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

	Property, plant and mine development
	Add:			Goodwill
	Subtract:			Long-term assets not subject to depreciation (excluding Goodwill)
	Add:			Current Assets
	Subtract:			Current Liabilities
	Subtract:			Cash & Cash Equivalents
	Subtract:			Short Term Investments
	Invested Capital