Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

AGF Management Limited Management Reports 2025

Jun 25, 2025

42566_rns_2025-06-25_59fb98ff-90f5-4a53-b92e-39cc365d6ad0.pdf

Management Reports

Open in viewer

Opens in your device viewer

AGF Management Limited

MANAGEMENT'S DISCUSSION AND ANALYSIS

For the three and six months ended May 31, 2025 and 2024

AGF


Caution Regarding Forward-Looking Statements

This Management's Discussion and Analysis (MD&A) includes forward-looking statements about the Company, including its business operations, strategy and expected financial performance and condition. Forward-looking statements include statements that are predictive in nature, depend upon or refer to future events or conditions, or include words such as 'expects,' 'estimates,' 'anticipates,' 'intends,' 'plans,' 'believes' or negative versions thereof and similar expressions, or future or conditional verbs such as 'may,' 'will,' 'should,' 'would' and 'could.' In addition, any statement that may be made concerning future financial performance (including income, revenues, earnings or growth rates), ongoing business strategies or prospects, fund performance, and possible future action on our part, is also a forward-looking statement. Forward-looking statements are based on certain factors and assumptions, including expected growth, results of operations, business prospects, business performance and opportunities. While we consider these factors and assumptions to be reasonable based on information currently available, they may prove to be incorrect. Forward-looking statements are based on current expectations and projections about future events and are inherently subject to, among other things, risks, uncertainties and assumptions about our operations, economic factors and the financial services industry generally. They are not guarantees of future performance, and actual events and results could differ materially from those expressed or implied by forward-looking statements made by us due to, but not limited to, important risk factors such as level of assets under our management, volume of sales and redemptions of our investment products, performance of our investment funds and of our investment managers and advisors, client-driven asset allocation decisions, pipeline, competitive fee levels for investment management products and administration, and competitive dealer compensation levels and cost efficiency in our investment management operations, as well as general economic, political and market factors in North America and internationally, interest and foreign exchange rates, global equity and capital markets, business competition, taxation, changes in government regulations, unexpected judicial or regulatory proceedings, technological changes, cybersecurity, the possible effects of war or terrorist activities, outbreaks of disease or illness that affect local, national or international economies, natural disasters and disruptions to public infrastructure, such as transportation, communications, power or water supply or other catastrophic events, and our ability to complete strategic transactions and integrate acquisitions, and attract and retain key personnel. We caution that the foregoing list is not exhaustive. The reader is cautioned to consider these and other factors carefully and not place undue reliance on forward-looking statements. Other than specifically required by applicable laws, we are under no obligation (and expressly disclaim any such obligation) to update or alter the forward-looking statements, whether as a result of new information, future events or otherwise. For a more complete discussion of the risk factors that may impact actual results, please refer to the 'Risk Factors and Management of Risk' section of the 2024 Annual MD&A.

AGF MANAGEMENT LIMITED - 2 - SECOND QUARTER REPORT 2025


Financial Highlights

| Three months ended
(in millions of Canadian dollars, except share data) | May 31, 2025 | Feb. 28, 2025 | Nov. 30, 2024 | Aug. 31, 2024 | May 31, 2024 | Feb. 29, 2024 | Nov. 30, 2023 | Aug. 31, 2023 |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| AUM & fee-earning assets¹ | $ 53,474 | $ 53,842 | $ 53,606 | $ 49,702 | $ 47,844 | $ 45,012 | $ 42,180 | $ 42,259 |
| Mutual fund net sales
(redemptions) | 18 | 258 | 5 | 14 | (112) | (125) | (224) | (151) |
| Total net revenue² | 99.0 | 111.5 | 104.8 | 102.0 | 97.0 | 103.0 | 78.3 | 84.0 |
| Total adjusted net revenue² | 99.0 | 111.5 | 105.8 | 99.8 | 97.0 | 103.0 | 78.3 | 84.0 |
| SG&A³ | 62.8 | 67.8 | 70.2 | 66.3 | 68.2 | 57.9 | 52.9 | 50.2 |
| Adjusted SG&A²,³ | 59.5 | 63.6 | 66.2 | 59.6 | 60.0 | 53.5 | 50.7 | 50.3 |
| EBITDA² | 36.2 | 44.2 | 36.9 | 33.0 | 26.6 | 45.1 | 25.4 | 33.8 |
| Adjusted EBITDA² | 39.5 | 47.9 | 39.6 | 40.2 | 37.0 | 49.5 | 27.6 | 33.7 |
| Net income – equity owners of the Company | 24.3 | 30.9 | 28.7 | 20.3 | 18.1 | 30.5 | 16.8 | 23.0 |
| Adjusted net income – equity owners of the Company² | 26.0 | 32.1 | 29.8 | 24.5 | 23.6 | 33.7 | 18.5 | 22.9 |
| Earnings per share – equity owners of the Company | | | | | | | | |
| Basic | 0.37 | 0.47 | 0.45 | 0.31 | 0.28 | 0.47 | 0.26 | 0.35 |
| Diluted | 0.36 | 0.46 | 0.43 | 0.30 | 0.27 | 0.46 | 0.25 | 0.34 |
| Adjusted diluted² | 0.39 | 0.48 | 0.45 | 0.37 | 0.35 | 0.51 | 0.28 | 0.34 |
| Free cash flow² | 24.0 | 31.6 | 21.4 | 29.1 | 23.7 | 21.2 | 20.4 | 22.9 |
| Dividends per share | 0.125 | 0.115 | 0.115 | 0.115 | 0.115 | 0.110 | 0.110 | 0.110 |
| Long-term debt | 83.8 | 88.7 | 14.7 | 44.9 | 79.9 | 39.8 | 5.8 | 5.8 |
| Average basic shares | 65,071,539 | 65,188,348 | 64,375,093 | 64,414,440 | 64,611,582 | 64,648,897 | 64,572,595 | 65,018,132 |
| Average fully diluted shares | 67,171,507 | 67,227,647 | 67,126,886 | 66,518,278 | 66,607,960 | 66,455,243 | 66,598,358 | 67,013,139 |

¹ AUM represents assets under management. Fee-earning assets represents assets in which AGF has carried interest ownership and earns recurring fees but does not have ownership interest in the managers.
² Total net revenue, adjusted net revenue, adjusted SG&A, EBITDA, adjusted EBITDA, adjusted net income, adjusted diluted earnings per share and free cash flow are not standardized earnings measures prescribed by IFRS. Descriptions of these non-IFRS measures, as well as others, and reconciliations to IFRS, where necessary, are provided in the MD&A. Certain comparative free cash flow figures have been restated to meet the definition of free cash flow. See the 'Key Performance Indicators, Additional IFRS and Non-IFRS Measures' section.
³ Selling, general, and administrative expenses. Adjusted SG&A exclude compensation expense relating to Kensington Capital Partners Limited's legacy long-term incentive plan, severance and other expenses and corporate development and acquisition related expenses.

AGF MANAGEMENT LIMITED - 3 - SECOND QUARTER REPORT 2025


Selected Quarterly Information

Three months ended Six months ended
(in millions of Canadian dollars, except share data) May 31, 2025 Feb.28, 2025 May 31, 2024 May 31, 2025 May 31, 2024
AUM end of the period
AGF Investments
Mutual funds $ 30,975 $ 31,167 $ 26,961 $ 30,975 $ 26,961
ETFs and SMA 2,771 2,913 1,800 2,771 1,800
Segregated accounts and sub-advisory 6,448 6,529 6,313 6,448 6,313
AGF Private Wealth 8,568 8,623 8,026 8,568 8,026
AGF Capital Partners 2,600 2,468 2,663 2,600 2,663
Total AUM $ 51,362 $ 51,700 $ 45,763 $ 51,362 $ 45,763
AGF Capital Partners fee-earning assets¹ 2,112 2,142 2,081 2,112 2,081
Total AUM and fee-earning assets¹ end of period $ 53,474 $ 53,842 $ 47,844 $ 53,474 $ 47,844
Mutual fund net sales (redemptions) $ 18 $ 258 $ (112) $ 276 $ (237)
Retail mutual fund net sales (redemptions)² 65 342 (112) 407 (237)
Net management, advisory and administration fees³ 83.8 85.2 81.2 169.0 156.1
Adjusted selling, general and administrative³ 59.5 63.6 60.0 123.1 113.5
Adjusted EBITDA³ 39.5 47.9 37.0 87.4 86.5
Adjusted net income – equity owners³ 26.0 32.1 23.6 58.1 57.3
Adjusted diluted earnings per share – equity owners³ 0.39 0.48 0.35 0.87 0.86
Free cash flow³ 24.0 31.6 23.7 55.6 44.9
SUPPLEMENTARY FINANCIAL INFORMATION
Adjusted EBITDA³
Adjusted EBITDA before AGF Capital Partners $ 29.5 $ 29.3 $ 29.4 $ 58.8 $ 54.5
From AGF Capital Partners⁴,⁵ 10.0 18.6 7.6 28.6 32.0
Adjusted EBITDA $ 39.5 $ 47.9 $ 37.0 $ 87.4 $ 86.5
Adjusted diluted earnings per share – equity owners of the Company⁵
Adjusted diluted earnings per share before AGF Capital Partners $ 0.29 $ 0.29 $ 0.27 $ 0.61 $ 0.51
From AGF Capital Partners⁴ 0.10 0.19 0.08 0.26 0.35
Adjusted diluted earnings per share $ 0.39 $ 0.48 $ 0.35 $ 0.87 $ 0.86

¹ Fee-earnings assets represents assets in which AGF has carried interest ownership and earns recurring fees but does not have ownership interest in the managers.
² Net sales (redemptions) in retail mutual funds are calculated as reported mutual fund net sales (redemptions) less non-recurring institutional net sales (redemptions) in excess of $5.0 million invested in our mutual funds.
³ For the definition of net management, advisory and administration fees, adjusted selling, general and administrative, adjusted EBITDA, adjusted net income, adjusted diluted earnings per share and free cash flow, see the 'Key Performance Indicators, Additional IFRS and Non-IFRS Measures' section.
⁴ AGF Capital Partners represents share of profit of joint ventures, which are recorded under equity accounting, income from other fee-earning arrangements on the consolidated statement of income, long-term investments, which represents fair value adjustments and distributions related to long-term investments included in fair value adjustments and other income on the consolidated statement of income and new acquisition of Kensington Capital Partners Limited.
⁵ EBITDA from AGF Capital Partners exclude corporate overhead costs.

AGF MANAGEMENT LIMITED - 4 - SECOND QUARTER REPORT 2025


Strategic and Financial Highlights

AUM and Sales

AGF reported $53.5 billion in assets under management and fee-earning assets as at May 31, 2025, compared to $53.8 billion as at February 28, 2025 and $47.8 billion as at May 31, 2024.

While the current tariff reprieve is a welcome relief for investors, it is still largely unclear how these tariffs will impact the global economy, partly because their effect is expected to come with a lag and won't show up in key economic factors for a few months.

While the situation continues to evolve and long-term impacts remain uncertain, tariffs have the potential to reshape global trade policies and alliances. The Company will continue to monitor any new developments and assess the potential impacts to its business and operations.

Material market disruptions, including tariffs, retaliatory tariffs, or other trade protectionist measures, can adversely impact local and global markets and normal market operations. Such disruptions could have an adverse impact on the value of the Company's investments and performance.

During the three months ended May 31, 2025, AGF reported mutual fund net sales of $18.0 million, compared to net sales of $258.0 million for the three months ended February 28, 2025 and net redemptions of $112.0 million in the comparative prior year period. Retail mutual fund¹ net sales were $65.0 million for the quarter compared to net sales of $342.0 million for the three months ended February 28, 2025 and net redemptions of $112.0 million in the comparative prior year quarter.

Investment Performance

As at May 31, 2025, the average percentile of AGF's mutual fund gross returns (before fees) over the past one year was 39% (February 28, 2025 – 39%), 51% over the past three years (February 28, 2025 – 44%) and 41% over the past five years (February 28, 2025 – 41%), with 1st percentile representing the best possible performance. Our investment performance remained solid, encompassing strength from funds across all key categories.

Financial and Key Business Highlights

For the three months ended May 31, 2025, AGF reported total adjusted EBITDA of $39.5 million, compared to $47.9 million for the three months ended February 28, 2025 and $37.0 million in the comparative prior year period. For the three months ended May 31, 2025, AGF reported adjusted EBITDA margin of 39.9%, compared to 43.0% for the three months ended February 28, 2025 and 38.2% in the comparative prior year period. The change is outlined below.

Net management, advisory and administration fees were $83.8 million for the three months ended May 31, 2025, compared to $85.2 million for the three months ended February 28, 2025 and $81.2 million in the comparative prior year period. Net management, advisory and administration fees are directly related to our AUM levels, the proportion of AUM invested in various strategies (i.e., equity fund vs. fixed income fund) and related fees. Annualized net management, advisory and administration fees as a percentage of average AUM was 0.70% for the three months ended May 31, 2025, compared to 0.71% for the three months ended February 28, 2025 and 0.75% for the comparative prior year period. The net management, advisory and administration fees increased year over year due to higher average AUM reported, partially offset by revenue rate changes resulting from a shift in asset mix for the three months ended May 31, 2025.

¹ Net sales (redemptions) in retail mutual funds are calculated as reported mutual fund net sales (redemptions) less non-recurring institutional net sales (redemptions) in excess of $5.0 million invested in our mutual funds.

AGF MANAGEMENT LIMITED — 5 — SECOND QUARTER REPORT 2025


Adjusted SG&A was $59.5 million for the three months ended May 31, 2025, compared to $63.6 million for the three months ended February 28, 2025 and $60.0 million for the comparative prior year period. The decrease in adjusted SG&A from prior quarter is driven by lower performance-based compensation, change in timing of expenses and the market environment.

For the three months ended May 31, 2025, adjusted EBITDA from AGF Capital Partners was $10.0 million, compared to $18.6 million for the three months ended February 28, 2025 and $7.6 million for the comparative prior year period. The increase from prior year is primarily related to higher fair value adjustments recorded offset by the consolidation of KCPL results. AGF's Capital Partners long-term investments can be variable quarter to quarter and can be impacted by fair value adjustments, timing of monetizations and cash distributions.

For the three months ended May 31, 2025, adjusted diluted earnings per share attributable to equity owners of the Company was $0.39, compared to $0.48 for the three months ended February 28, 2025 and $0.35 for the comparative prior year period. The AGF Capital Partners business contributed $0.10 for the three months ended May 31, 2025, compared to $0.19 for the three months ended February 28, 2025 and $0.08 for the comparative prior year period.

At the 2025 Wealth Professional Awards, AGF was named Mutual Fund Provider of the Year. The Company was also honoured as an Excellence Awardee in the Employer of Choice category.

In May, AGF Investments Inc. announced proposed changes to the investment objectives of AGF Short-Term Income Class and AGF Global Sustainable Growth Equity Fund, subject to securityholder approval at special meetings to be held on or about June 26, 2025. This quarter, AGF Investments Inc. announced lower management and administration fees and risk ratings for certain funds. These changes build on the firm's commitment to continually reviewing its product line-up to ensure its offerings are responsive to market trends and competitively priced.

AGF MANAGEMENT LIMITED - 6 - SECOND QUARTER REPORT 2025


MANAGEMENT'S DISCUSSION AND ANALYSIS

Management's Discussion and Analysis

This Management's Discussion and Analysis (MD&A) is as of June 24, 2025 and presents an analysis of the financial condition of AGF Management Limited (AGF or the Company) and its subsidiaries for the three and six months ended May 31, 2025, compared to the three and six months ended May 31, 2024. The MD&A should be read in conjunction with the Condensed Consolidated Interim Financial Statements for the three and six months ended May 31, 2025 and the 2024 Annual Report. The financial statements for the three and six months ended May 31, 2025, including required comparative information, have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (IFRS) applicable to the preparation of interim financial statements, including International Accounting Standard 34 (IAS 34), Interim Financial Reporting, unless otherwise noted. References to IFRS are equivalent to IFRS Accounting Standards in the Condensed Consolidated Interim Financial Statements.

We also utilize non-IFRS financial measures to assess our overall performance and facilitate a comparison of quarterly and full-year results from period to period. These non-IFRS measures may not be comparable with similar measures presented by other companies. Details of non-IFRS measures used are outlined in the 'Key Performance Indicators, Additional IFRS and Non-IFRS Measures' section, which provides calculations of the non-IFRS measures.

All dollar amounts are in Canadian dollars unless otherwise indicated. Throughout this discussion, percentage changes are calculated based on numbers rounded to the decimals that appear in this MD&A. Results, except per share information, are presented in millions of dollars. Certain totals, subtotals and percentages may not reconcile due to rounding. For purposes of this discussion, the operations of AGF and our subsidiary companies are referred to as 'we,' 'us,' 'our,' 'the firm' or 'the Company.'

Our Business and Strategy

Founded in 1957, AGF Management Limited (AGF) is an independent and globally diverse asset management firm. Our companies deliver excellence in investing in the public and private markets through three business lines: AGF Investments, AGF Private Wealth and AGF Capital Partners.

AGF brings a disciplined approach, focused on incorporating sound, responsible and sustainable corporate practices. The firm's collective investment expertise, driven by its fundamental, quantitative and alternative investing capabilities, extends globally to a wide range of clients, from financial advisors and their clients to high-net-worth and institutional investors including pension plans, corporate plans, sovereign wealth funds, endowments and foundations.

Headquartered in Toronto, Canada, AGF has investment operations and client servicing teams on the ground in North America and Europe. AGF serves more than 815,000 investors. AGF trades on the Toronto Stock Exchange under the symbol AGF.B.

AGF Investments

AGF Investments is comprised of various subsidiaries of AGF Management Limited who manage and advise on a variety of investment solutions for clients globally. The investment teams draw upon and integrate fundamental and quantitative investing capabilities and research across the companies. AGF Investments' disciplined approach, global mindset and eye to risk management have allowed us to continue to evolve and thrive as a diversified asset manager. AGF Investments' teams embrace a culture of collaboration with the belief that an interconnected team leads to a better understanding of an interconnected world as we strive to deliver on investment objectives and provide an exceptional client experience.

AGF Investments' offerings include a broad range of equity, fixed income, alternative and multi-asset strategies covering a spectrum of objectives from wealth accumulation and risk management to income-generating solutions.

AGF Investments services a diverse client base from financial advisors and individual investors to institutional investors across the globe through segregated accounts, mutual funds, exchange-traded funds (ETFs) and separately managed accounts.

AGF MANAGEMENT LIMITED - 7 - SECOND QUARTER REPORT 2025


MANAGEMENT'S DISCUSSION AND ANALYSIS

AGF Private Wealth

AGF Private Wealth (Private Wealth) is AGF Management Limited's private wealth platform – which includes Cypress Capital Management Ltd., Doherty & Associates Ltd. and Highstreet Asset Management Inc. – that provides investment solutions for high-net-worth individuals, endowments and foundations in key markets across Canada.

Cypress Capital Management Ltd.

Acquired by AGF in June 2004, Cypress Capital Management provides quality investment services at a reasonable cost, where the best interest of the client is paramount. They are committed to being honest and transparent regarding return expectations, risks, fees and their capabilities as investment managers.

Doherty & Associates Ltd.

Acquired by AGF in January 2004, Doherty & Associates was founded on the principle that their clients come first in all they do. Their philosophy of 'Great Companies at Great Prices' coupled with a disciplined investment process guides them to grow wealth responsibly over time.

Highstreet Asset Management Inc.

Acquired by AGF in 2006, Highstreet Asset Management is committed to their core principles of doing two things exceptionally well – serving their clients and managing money.

AGF Capital Partners

AGF Capital Partners is AGF's multi-boutique alternatives business with Affiliate Managers across both private assets and alternative strategies. Clients benefit from the specialized investment expertise of Affiliate Managers¹ combined with the organizational support and breadth of resources of AGF Management Limited (AGF). With over 18 years average experience, AGF Capital Partners Affiliate Managers, including Kensington Capital Partners Limited, New Holland Capital, LLC and AGF SAF Private Credit, manage approximately C$13.7 billion² in alternative AUM and fee-earning assets on behalf of institutional and retail clients. Affiliate Manager AUM may not be consolidated into AGF Management Limited's reported AUM.

Kensington Capital Partners Limited

Founded in 1996, Kensington Capital Partners Limited is a Canadian alternative asset manager with offices in Toronto and Vancouver. Kensington's mission is to back good management teams to build great businesses, and in doing so, create top-performing investment solutions for investors. Kensington has assets under management of $2.4 billion, managed across several active funds covering venture capital, growth equity and mid-market buyouts. AGF completed a strategic investment to acquire a 51% ownership interest in Kensington in March 2024.

¹ The term 'Affiliate Manager' refers to any partner regardless of relationship structures or revenue sharing agreements. The form of AGF's structured partnership interests in Affiliate Managers differs from Affiliate Manager to Affiliate Manager. The structure of the relationship with a particular Affiliate Manager, or the revenue that AGF agrees to share in, may change. Affiliate Managers only provide investment advisory services or offer products in the jurisdiction where such firm, individuals and/or product is registered or authorized to provide such services.

² U.S. AUM converted FX rate at May 31, 2025 (1.38).

AGF MANAGEMENT LIMITED — 8 — SECOND QUARTER REPORT 2025


MANAGEMENT'S DISCUSSION AND ANALYSIS

New Holland Capital, LLC

New Holland Capital, LLC (NHC) is a New-York based multi-strategy investment manager with more than US$6.5 billion in assets under management and more than 17 years of experience providing institutional investors with absolute return investment strategies across the liquidity spectrum with a focus on multi-strategy hedge funds and private credit. The firm seeks to generate alpha across a wide set of diversifying strategies, with a preference for niche, capacity constrained opportunities. In February 2024, AGF made a strategic investment in the form of a note convertible into an economic interest in NHC. The arrangement also provides AGF with the option to subsequently increase its ownership stake.

AGF SAF Private Credit Management LP

AGF SAF Private Credit Management LP is a partnership between AGF Management Limited (AGF) and an entity within the SAF Group (collectively, SAF) that manages a limited partnership that invests in private credit products in the Canadian middle market and lower middle market segment. The strategy focuses on direct lending via senior secured, unitranche and subordinated debt investments. AGF has been investing with SAF since 2014, bringing together AGF's experience and resources with SAF's specialized focus in private credit investing.

Corporate Sustainability

AGF has been bringing stability to the world of investing since 1957 and to ensure our own stability and the continued longevity of our firm, we recognize that responsible and sustainable practices must continue to influence the shape of our organization.

AGF's corporate responsibility framework aims to apply forward-thinking practices related to key sustainability factors to deliver long-term successful outcomes for each of our stakeholders.

We have identified the following key areas of focus that we believe will contribute to our firm's long-term success:

Sustainable Investing: The continued advancement of responsible and sustainable investing practices across our respective companies' investment management teams.

Talent, Culture & DEI: Improving the employee experience by fostering high engagement, advancing diversity initiatives, ensuring equitable and inclusive practices, and attracting and nurturing talent with ongoing support and thoughtful succession planning.

Sustainable Operations & Governance: Managing the risks and opportunities related to AGF companies' operations and governance as well as our community involvement.

As part of this commitment, a multi-year project is underway to enhance AGF's corporate sustainability practices:

  • AGF tracks a comprehensive set of metrics over the short-, medium- and long-term timeframes.
  • AGF is enhancing processes and governance for managing and monitoring the risks and opportunities related to these factors.
  • Finally, AGF is working to improve the firm's ESG-related disclosures to provide more decision-useful information to financial stakeholders while meeting increasing regulatory requirements.

To learn more about Corporate Sustainability at AGF, please refer to our Annual Report or visit AGF.com.

AGF MANAGEMENT LIMITED — 9 — SECOND QUARTER REPORT 2025


MANAGEMENT'S DISCUSSION AND ANALYSIS

Assets Under Management and Fee-earning Assets¹

(in millions of Canadian dollars) Three months ended
May 31, 2025 Feb. 28, 2025 Nov. 30, 2024 Aug. 31, 2024 May 31, 2024
Mutual fund AUM, beginning of the period¹ $ 31,167 $ 30,662 $ 28,104 $ 26,961 $ 26,186
Gross sales 1,148 1,568 993 1,012 934
Redemptions (1,130) (1,310) (988) (998) (1,046)
Net sales (redemptions) 18 258 5 14 (112)
Market appreciation of fund portfolios $ (210) $ 247 $ 2,553 $ 1,129 $ 887
Mutual fund AUM, end of the period¹ $ 30,975 $ 31,167 $ 30,662 $ 28,104 $ 26,961
Average daily mutual fund AUM¹ $ 29,770 $ 30,853 $ 29,173 $ 27,542 $ 26,604
ETFs and SMA AUM, end of the period 2,771 2,913 2,537 2,128 1,800
Segregated accounts and sub-advisory AUM, end of the period $ 6,448 $ 6,529 $ 6,977 $ 6,430 $ 6,313
Total AGF Investments AUM $ 40,194 $ 40,609 $ 40,176 $ 36,662 $ 35,074
AGF Private Wealth AUM $ 8,568 $ 8,623 $ 8,567 $ 8,186 $ 8,026
Subtotal excluding AGF Capital Partners AUM, end of the period $ 48,762 $ 49,232 $ 48,743 $ 44,848 $ 43,100
AGF Capital Partners AUM $ 2,600 $ 2,468 $ 2,752 $ 2,774 $ 2,663
Total AUM $ 51,362 $ 51,700 $ 51,495 $ 47,622 $ 45,763
AGF Capital Partners fee-earning assets² $ 2,112 $ 2,142 $ 2,111 $ 2,080 $ 2,081
Total AUM and fee-earning assets², end of the period $ 53,474 $ 53,842 $ 53,606 $ 49,702 $ 47,844

¹ Mutual fund AUM includes retail AUM, pooled funds AUM and institutional client AUM invested in customized series offered within mutual funds.
² Fee-earning assets represents assets in which AGF has carried interest ownership and earns recurring fees but does not have ownership interest in the managers.

AGF Capital Partners AUM and Fee-earning Assets

(in millions of Canadian dollars) Three months ended
May 31, 2025 Feb. 28, 2025 Nov. 30, 2024 Aug. 31, 2024 May 31, 2024
AGF Capital Partners AUM $ 2,600 $ 2,468 $ 2,752 $ 2,774 $ 2,663
AGF Capital Partners fee-earning assets¹ 2,112 2,142 2,111 2,080 2,081
Total AGF Capital Partners AUM and fee-earning assets¹ $ 4,712 $ 4,610 $ 4,863 $ 4,854 $ 4,744

¹ Fee-earning assets represents assets in which AGF has carried interest ownership and earns recurring fees but does not have ownership interest in the managers.

AGF MANAGEMENT LIMITED - 10 - SECOND QUARTER REPORT 2025


MANAGEMENT'S DISCUSSION AND ANALYSIS

Consolidated Operating Results

(in millions of Canadian dollars, except per share data) Three months ended Six months ended
May 31, 2025 February 28, 2025 May 31, 2024 May 31, 2025 May 31, 2024
Revenues
Management, advisory and administration fees $ 119.5 $ 122.8 $ 116.4 $ 242.3 $ 225.0
Trailing commissions and investment advisory fees (35.7) (37.6) (35.2) (73.3) (68.9)
Net management, advisory and administration fees¹ 83.8 85.2 81.2 169.0 156.1
Deferred sales charges 1.0 1.2 1.9 2.2 3.9
Revenue from AGF Capital Partners¹ 14.6 23.6 12.0 38.2 36.4
Other revenue (loss)¹ (0.4) 1.5 1.9 1.1 3.6
Total net revenue¹ $ 99.0 $ 111.5 $ 97.0 $ 210.5 $ 200.0
Selling, general and administrative 62.8 67.8 68.2 130.6 126.1
Fair value adjustment on contingent consideration payable - (0.4) 1.0 (0.4) 1.0
Fair value adjustment on put option liability - (0.1) 1.2 (0.1) 1.2
EBITDA¹ $ 36.2 $ 44.2 $ 26.6 $ 80.4 $ 71.7
Amortization, derecognition and depreciation 2.4 2.4 2.6 4.8 4.8
Interest expense 1.8 1.2 2.1 3.0 3.7
Net income before income taxes $ 32.0 $ 40.6 $ 21.9 $ 72.6 $ 63.2
Income tax expense 7.9 10.5 5.5 18.4 16.3
Net income for the period $ 24.1 $ 30.1 $ 16.4 $ 54.2 $ 46.9
Net income attributable to:
Equity owners of the Company $ 24.3 $ 30.9 $ 18.1 $ 55.2 $ 48.6
Non-controlling interest (0.2) (0.8) (1.7) (1.0) (1.7)
Earnings per share attributable to equity owners of the Company
Basic earnings per share $ 0.37 $ 0.47 $ 0.28 $ 0.85 $ 0.75
Diluted earnings per share $ 0.36 $ 0.46 $ 0.27 $ 0.82 $ 0.73

¹ For the definition of net management, advisory and administration fees, revenue from AGF Capital Partners, other revenue, total net revenue, and EBITDA, see the 'Key Performance Indicators, Additional IFRS and Non-IFRS Measures' section.

AGF MANAGEMENT LIMITED - 11 - SECOND QUARTER REPORT 2025


MANAGEMENT'S DISCUSSION AND ANALYSIS

Consolidated Adjusted Operating Results

Adjusted operating results presented below reflect results excluding the following:

  • Performance fees earned related to KCPL that are to be allocated to the KCPL LLTIP and payment of the contingent consideration liabilities
  • Corporate development and acquisition related expenses
  • Severance related costs and other expenses that are not part of the Company's normal course of business
  • Fair value adjustments on acquisition related liabilities including contingent consideration payable and the put obligation liability
  • Non-cash compensation expense relating to the KCPL LLTIP, which represents a non-cash liability that will be funded through future performance fees and carried interest realized from investments made by the funds prior to the acquisition

For the reconciliation of adjusted balances, see the 'Key Performance indicators, Additional IFRS and Non-IFRS Measures' section.

(in millions of Canadian dollars, except per share data) Three months ended Six months ended
May 31, 2025 February 28, 2025 May 31, 2024 May 31, 2025 May 31, 2024
Revenues
Management, advisory and administration fees $ 119.5 $ 122.8 $ 116.4 $ 242.3 $ 225.0
Trailing commissions and investment advisory fees (35.7) (37.6) (35.2) (73.3) (68.9)
Net management, advisory and administration fees¹ 83.8 85.2 81.2 169.0 156.1
Deferred sales charges 1.0 1.2 1.9 2.2 3.9
Adjusted revenue from AGF Capital Partners¹ 14.6 23.6 12.0 38.2 36.4
Other revenue (loss)¹ (0.4) 1.5 1.9 1.1 3.6
Total adjusted net revenue¹ $ 99.0 $ 111.5 $ 97.0 $ 210.5 $ 200.0
Adjusted selling, general and administrative¹ 59.5 63.6 60.0 123.1 113.5
Adjusted EBITDA¹ $ 39.5 $ 47.9 $ 37.0 $ 87.4 $ 86.5
Amortization, derecognition and depreciation 2.4 2.4 2.6 4.8 4.8
Interest expense 1.8 1.2 2.1 3.0 3.7
Adjusted net income before income taxes $ 35.3 $ 44.3 $ 32.3 $ 79.6 $ 78.0
Adjusted income tax expense 8.8 11.5 8.1 20.2 20.1
Adjusted net income for the period $ 26.5 $ 32.8 $ 24.2 $ 59.4 $ 57.9
Adjusted net income attributable to:
Equity owners of the Company $ 26.0 $ 32.1 $ 23.6 $ 58.1 $ 57.3
Non-controlling interest 0.5 0.7 0.6 1.3 0.6
Earnings per share attributable to equity owners of the Company
Adjusted diluted earnings per share $ 0.39 $ 0.48 $ 0.35 $ 0.87 $ 0.86
Adjusted diluted earnings per share $ 0.39 $ 0.48 $ 0.35 $ 0.87 $ 0.86

¹ For the definition of net management, advisory and administration fees, adjusted revenue from AGF Capital Partners, other revenue, total net revenue, adjusted selling, general and administrative, and adjusted EBITDA, see the 'Key Performance Indicators, Additional IFRS and Non-IFRS Measures' section.

AGF MANAGEMENT LIMITED - 12 - SECOND QUARTER REPORT 2025


MANAGEMENT'S DISCUSSION AND ANALYSIS

Commentary on Consolidated Results of Operations

Income

Net Management, Advisory and Administration Fees

Net management, advisory and administration fees is comprised of management, advisory and administration fees net of trailing commissions and investment advisory fees and is directly related to our AUM levels, excluding AGF Capital Partners AUM. Net management, advisory and administration fees depend on the proportion of AUM invested in various strategies (i.e., equity fund vs. fixed income fund) and related fees and are recognized on an accrual basis.

For the three and six months ended May 31, 2025, net management, advisory and administration fees were $83.8 million and $169.0 million, an increase of $2.6 million and $12.9 million or 3.2%, and 8.3% compared to $81.2 million and $156.1 million in the same period in 2024. The increase is primarily due to an increase in average AUM for the period, partially offset by a change in net revenue rate as a result of asset mix. Annualized net management, advisory and administration fees as a percentage of average AUM was 0.70% and 0.70% for the three and six months ended May 31, 2025, compared to 0.75% and 0.74% for the same period in 2024.

Three months ended Six months ended
(in millions of Canadian dollars, except revenue rate) May 31, 2025 February 28, 2025 May 31, 2024 May 31, 2025 May 31, 2024
Net management, advisory and administration fees $ 83.8 $ 85.2 $ 81.2 $ 169.0 $ 156.1
Average AUM¹ 47,476 48,817 43,278 48,120 41,941
Net revenue rate, excluding AGF Capital Partners 0.70% 0.71% 0.75% 0.70% 0.74%

¹ For the definition of average AUM, see the 'Key Performance Indicators, Additional IFRS and Non-IFRS Measures' section.

Deferred Sales Charges (DSC)

AGF receives deferred sales charges upon redemption of securities sold on the contingent DSC or low-load commission basis for which we finance the selling commissions paid to the dealer (prior to June 1, 2022). The DSC ranges from 1.5% to 5.5%, depending on the commission option of the original subscription price of the funds purchased if the funds are redeemed within the first two years and declines to zero after three or seven years. DSC revenue fluctuates based on the level of redemptions, the age of the assets being redeemed and the proportion of redemptions composed of back-end assets. DSC revenue was $1.0 million and $2.2 million for the three and six months ended May 31, 2025, compared to $1.9 million and $3.9 million for the same period in 2024. As a result of the DSC elimination effective June 1, 2022, DSC revenue will decline over time as assets move off the DSC schedule to front-end.

AGF MANAGEMENT LIMITED - 13 - SECOND QUARTER REPORT 2025


MANAGEMENT'S DISCUSSION AND ANALYSIS

AGF Capital Partners

AGF Capital Partners is AGF's multi-boutique alternatives business with Affiliate Managers across both private assets and alternative strategies across both private assets and alternative strategies. The results for AGF Capital Partners include management fee-related earnings, carried interest and performance fees, other fee arrangements, income from its strategic investments into the alternatives business and other revenue.

Three months ended Six months ended
(in millions of Canadian dollars) May 31, 2025 February 28, 2025 May 31, 2024 May 31, 2025 May 31, 2024
Revenue
Management and administration fees^{1} $ 6.1 $ 7.1 $ 6.6 $ 13.2 $ 6.6
Manager earnings, including carried interest^{2} 1.2 0.2 1.5 0.2
Income from fee-earning arrangements 0.8 0.8 0.7 1.5 1.5
Revenue from long-term investments 6.5 15.5 4.7 22.0 28.1
Revenue from AGF Capital Partners $ 14.6 $ 23.6 $ 12.0 $ 38.2 $ 36.4

1 Represents revenue from KCPL.
2 Represents share of profit (loss) of joint ventures, other revenue related to AGF Capital Partners' Managers and Affiliated Managers and carried interest earnings.

AGF's manager earnings represents earnings from its joint ventures, which are recorded under the equity method. Managers of funds in their early stages may generate losses until the fund reaches sufficient scale. AGF also earns its proportionate share of carried interest/performance fees through the achievement of attractive and sustainable investment returns. These earnings, or losses incurred, are recognized through 'Share of profit of joint ventures' on the Consolidated Interim Statement of Income. For additional information, see Note 4 of the Condensed Consolidated Interim Financial Statements.

In addition, AGF earns ongoing fees through fee arrangements with Instar Group Inc. (Instar) and First Ascent Ventures (First Ascent). For additional information, see Note 6 of the Condensed Consolidated Interim Financial Statements.

AGF also participates as an investor in the units of the underlying funds managed by our partners. Under IFRS, investments held in the underlying funds are measured at fair value. The fair value of the fund considers carried interest payable to the manager, based on the returns achieved to date. AGF may also receive cash distributions from the underlying funds. These earnings are recognized through 'Fair value adjustments and distribution income' on the Condensed Consolidated Interim Statement of Income and can fluctuate with the amount of capital invested, monetizations, and changes in fair value. For additional information, see Note 3(b) of the Condensed Consolidated Interim Financial Statements.

AGF MANAGEMENT LIMITED - 14 - SECOND QUARTER REPORT 2025


MANAGEMENT'S DISCUSSION AND ANALYSIS

For the three and six months ended May 31, 2025, AGF recorded revenue from AGF Capital Partners long-term investments of $6.5 million and $22.0 million, compared to $4.7 million and $28.1 million from the same period in 2024. The movement is primarily related to fair value adjustments recorded on long-term investments. As at May 31, 2025, the carrying value of AGF's long-term investment in AGF Capital Partners business was $409.7 million, compared to $308.8 million in the comparative prior year-end.

Three months ended Six months ended
(in millions of Canadian dollars) May 31, 2025 February 28, 2025 May 31, 2024 May 31, 2025 May 31, 2024
Committed capital, end of period $334.0 $313.8 $256.7 $334.0 $256.7
Funded capital, since inception 319.1 298.9 236.7 319.1 236.7
Remaining committed capital¹ $14.9 $14.9 $20.0 $14.9 $20.0
Fair value of investments $409.7 $384.7 $308.8 $409.7 $308.8

¹ Excludes anticipated commitment of US$50.0 million upon the successful launch of Instar's third fund.

Other Revenue

Other revenue includes mark to market adjustments related to AGF mutual funds that are held as seed capital investments and other income.

During the three and six months ended May 31, 2025, the Company recorded loss of $0.4 million and revenue of $1.1 million in other revenue, compared to revenue of $1.9 million and $3.6 million in the comparative prior year period. The Company recorded a loss of $0.1 million and $nil million revenue in fair value adjustments related to investments in AGF mutual funds and $0.6 million and $1.3 million of interest income for the three and six months ended May 31, 2025, compared to the gain of $0.7 million and $1.4 million revenue in fair value adjustments related to investments in AGF mutual funds and $0.4 million and $0.9 million of interest income in the comparative prior year period.

Three months ended Six months ended
(in millions of Canadian dollars) May 31, 2025 February 28, 2025 May 31, 2024 May 31, 2025 May 31, 2024
Fair value adjustment related to investment in AGF mutual funds $(0.1) $0.1 $0.7 $ - $1.4
Interest income 0.6 0.7 0.4 1.3 0.9
Other (0.9) 0.7 0.8 (0.2) 1.3
Other revenue (expense) $(0.4) $1.5 $1.9 $1.1 $3.6

AGF MANAGEMENT LIMITED - 15 - SECOND QUARTER REPORT 2025


MANAGEMENT'S DISCUSSION AND ANALYSIS

Expenses

Selling, General and Administrative Expenses (SG&A)

For the three and six months ended May 31, 2025, SG&A was $62.8 million and $130.6 million, a decrease of $5.4 million and increase of $4.5 million or 7.9% and 3.6%, compared to $68.2 million and $126.1 million in the comparative prior year period. Excluding compensation related to KCPL LLTIP, severance, and corporate development and acquisition related expenses, adjusted SG&A was $59.5 million and $123.1 million for the three and six months ended May 31, 2025, a decrease of $0.5 million and increase of $9.6 million or 0.8% and 8.5%, compared to $60.0 million and $113.5 million in the comparative prior year period.

(in millions of Canadian dollars) Three months ended May 31, 2025 Six months ended May 31, 2025
Increase (decrease) in performance-based compensation expenses $ (2.7) $ 0.7
Increase in non performance-based compensation expenses 0.5 4.1
Increase in stock-based compensation expenses 0.2 0.2
Increase in non-compensation related expenses 1.5 4.6
Total change in adjusted SG&A $ (0.5) $ 9.6
Decrease in corporate development and acquisition related expenses (1.5) (4.5)
Increase in severance expenses 1.9 1.6
Decrease in LLTIP expense (5.3) (2.2)
Total change in SG&A $ (5.4) $ 4.5

The following explains expense changes in the three and six months ended May 31, 2025, compared to the comparative prior year period:

  • Performance-based compensation expenses decreased by $2.7 million and increased by $0.7 million. The decrease for the three months ended May 31, 2025 was primarily driven by compensation adjustments to reflect current market conditions.
  • Non performance-based compensation expenses increased by $0.5 million and $4.1 million, driven mainly by the consolidation of KCPL non performance-based compensation expenses.
  • Stock-based compensation expenses increased by $0.2 million and $0.2 million. Increases or decreases in the AGF.B share price will create fluctuations in the fair value of unhedged cash-settled Restricted Share Units (RSUs) and Deferred Share Units (DSUs). The Company manages its exposure to changes in the fair value of its vested DSUs and cash-settled RSUs through Total Return Swap agreements (TRS). For additional information, see Note 14(a) of the Condensed Consolidated Interim Financial Statements. As at May 31, 2025, the Company had economically fully hedged its stock-based compensation.
  • Non-compensation related expenses increased by $1.5 million and $4.6 million, primarily driven by the consolidation of KCPL non-compensation related expenses and timing of expenses.
  • Corporate development and acquisition related expenses decreased by $1.5 million and $4.5 million. Corporate development and acquisition related expenses reflect costs incurred as the Company executes on its strategic objective to deploy capital and expand the AGF Capital Partners business.
  • LLTIP expenses decreased by $5.3 million and $2.2 million. KCPL has established a LLTIP whereby specific employees are allocated a portion of the carried interest and performance fees that will be paid in a future period related to investments made prior to the acquisition.

AGF MANAGEMENT LIMITED - 16 - SECOND QUARTER REPORT 2025


MANAGEMENT'S DISCUSSION AND ANALYSIS

Fair value adjustments on contingent consideration payable and put option liability

This category represents fair value adjustments recorded on contingent consideration payable and put option liability. The fair value adjustments are determined using a combination of the discounted cash flow and weighted probability approaches, which are based on significant unobservable inputs.

For the three and six months ended May 31, 2025, fair value adjustments on contingent consideration payable was reduced by an immaterial amount and $0.4 million and the fair value adjustments on put option liability was reduced by an immaterial amount and $0.1 million, respectively. For additional information, see Note 14 of the Condensed Consolidated Interim Financial Statements.

Amortization and Interest Expense

The category represents depreciation and amortization of management contracts; other intangible assets; right-of-use assets; property, equipment, and computer software; as well as interest expense.

Depreciation decreased by $0.2 million and $nil million for the three and six months ended May 31, 2025, compared to the comparative prior year period.

Interest expense decreased by $0.3 million and $0.7 million for the three and six months ended May 31, 2025, compared to the comparative prior year period, driven by lower interest rate on the outstanding long-term debt balance.

Income Tax Expense

Income tax expense for the three and six months ended May 31, 2025 was $7.9 million and $18.4 million, compared to $5.5 million and $16.3 million in the comparative prior year period.

The effective tax rate for the six months ended May 31, 2025 was 25.4% (2024 – 25.8%). The main items impacting the effective tax rate in the period relate to gains from investments subject to different tax rates and temporary differences for which no deferred tax assets were recognized.

The Company believes that it has adequately provided for income taxes based on all the information that is currently available. The calculation of income taxes in many cases, however, requires significant judgement in interpreting tax rules and regulations. The Company's tax filings are subject to audits, which could materially change the amount of the current and deferred income tax assets and liabilities, and could, in certain circumstances, result in the assessment of interest and penalties.

The result of the audit and appeals process may vary and may be materially different compared to the estimates and assumptions used by management in determining the Company's consolidated income tax provision and in determining the amounts of its income tax assets and liabilities.

AGF MANAGEMENT LIMITED - 17 - SECOND QUARTER REPORT 2025


MANAGEMENT'S DISCUSSION AND ANALYSIS

Net Income attributable to equity owners of the Company

The impact of the above income and expense items resulted in net income attributable to equity owners of the Company of $24.3 million and $55.2 million for the three and six months ended May 31, 2025, compared to $18.1 million and $48.6 million in the comparative prior year period. Excluding the impact compensation related to KCPL's LLTIP, severance expenses, corporate development, acquisition related expenses, and fair value adjustments on contingent consideration payable and put option liability, adjusted net income attributable to equity owners of the Company is $26.0 million and $58.1 million for the three and six months ended May 31, 2025, compared to $23.6 million and $57.3 million in the corresponding period in 2024.

Earnings per Share attributable to equity owners of the Company

Diluted earnings per share attributable to equity owners of the Company was $0.36 and $0.82 for the three and six months ended May 31, 2025, compared to $0.27 and $0.73 in the comparative prior year period. Excluding the impact of compensation expense related to KCPL's LLTIP, severance expenses, corporate development, acquisition related expenses, and fair value adjustments on contingent consideration payable and put option liability, adjusted diluted earnings per share attributable to equity owners of the Company was $0.39 and $0.87 for the three and six months ended May 31, 2025, compared to earnings of $0.35 and $0.86 per share in the corresponding period in 2024.

AGF MANAGEMENT LIMITED - 18 - SECOND QUARTER REPORT 2025


MANAGEMENT'S DISCUSSION AND ANALYSIS

Liquidity and Capital Resources

As at May 31, 2025, the Company had total cash and cash equivalents of $33.8 million (November 30, 2024 – $53.0 million). Free cash flow, as defined in the 'Key Performance Indicators, Additional IFRS and Non-IFRS Measures' section of this MD&A, generated was $24.0 million and $55.6 million for the three and six months ended May 31, 2025, compared to $23.7 million and $44.9 million in the comparative prior year period. During the six months ended May 31, 2025, we used $19.2 million (2024 – $6.8 million) in cash as follows:

(in millions of Canadian dollars)
Six months ended May 31, 2025 May 31, 2024
Net cash used in operating activities $ 13.2 $ 6.9
Acquisition of Kensington Capital Partners Limited, net of cash acquired - (40.8)
Repurchase of shares under normal course issuer bid and purchase of treasury stock for employee benefit trust (EBT) (4.8) (6.9)
Issue of Class B non-voting shares 2.1 4.0
Repurchase of NCI shares (3.0) -
Dividends paid (15.4) (14.4)
Issuance of long-term debt 69.0 74.0
Interest paid (1.6) (2.8)
Lease payments (3.2) (3.0)
Investment in associates and joint ventures (1.0) -
Net purchase of long-term investments (77.0) (22.5)
Purchase of property, equipment and computer software, net of disposals (2.0) (0.8)
Net return of capital of short-term investments, including seed capital 4.5 3.6
Purchase of convertible note receivable - (4.1)
Change in cash and cash equivalents $ (19.2) $ (6.8)

Total long-term debt outstanding as at May 31, 2025 was $84.0 million (November 30, 2024 – $15.0 million). As at May 31, 2025, $66.0 million was available to be drawn from the revolving credit facility and swingline facility commitment to meet future operational investment needs. AGF drew on the credit facility in order to support the Company's strategic plan.

As at May 31, 2025, the Company has right-of-use assets of $68.0 million and total lease liabilities of $81.4 million recorded on the Condensed Consolidated Interim Statement of Financial Position. The Company has funded $319.1 million (November 30, 2024 – $242.1 million) in funds and investments associated with the AGF Capital Partners business and has $14.9 million (November 30, 2024 – $19.8 million) remaining to be funded. The Company also has an anticipated commitment of US$50.0 million upon the successful launch of Instar's third fund. In addition, the Company is committed to loan up to US$15.0 million to New Holland Capital, LLC through a convertible note agreement with a maturity date of February 9, 2032. As at May 31, 2025, the Company has funded US$9.0 million with US$6.0 million available for future drawdown.

The cash balances and cash flow from operations, together with the available loan facility, will be sufficient in the near term to implement our business plan, fund our AGF Capital Partners business commitments, satisfy regulatory and tax requirements, service debt repayment obligations and pay quarterly dividends. We continue to closely monitor our capital plan and the related impacts of the current market volatility and will reassess and adjust our use of capital as required. Refer to the section 'Market Risk' of this MD&A for more information.

AGF MANAGEMENT LIMITED - 19 - SECOND QUARTER REPORT 2025


MANAGEMENT'S DISCUSSION AND ANALYSIS

Capital Management Activities

We actively manage our capital to maintain a strong and efficient capital base to maximize risk-adjusted returns to shareholders and to invest in future growth opportunities, while ensuring there is available capital to fund our capital commitments related to the AGF Capital Partners business.

As part of our ongoing strategic and capital planning, the Company regularly reviews our holdings in short- and long-term investments, including its investments in associates and joint ventures, to determine the best strategic use of these assets to achieve our long-term capital and strategic goals.

AGF capital consists of shareholders' equity and long-term debt. The Company reviews its three-year capital plan annually while detailing projected operating budgets and capital requirements. AGF is required to submit this plan to the Executive Management committee for approval prior to seeking Board approval. AGF's Executive Management committee consists of the Executive Chairman, Chief Executive Officer and Chief Investment Officer, President and Head of Global Distribution, Chief Financial Officer, Chief Operating Officer, and Head of AGF Capital Partners. Once approved by the Executive Management committee, the three-year plans are reviewed and approved by AGF's Board of Directors. These plans become the basis for the payment of dividends to shareholders, the repurchase of Class B Non-Voting shares and, combined with the reasonable use of leverage, the source of funds for expansion through organic growth and strategic investments.

Normal Course Issuer Bid

On February 5, 2025, AGF announced that the TSX had approved AGF's notice of intention to renew its NCIB in respect of its Class B Non-Voting shares. Between February 10, 2025 and February 9, 2026, AGF may purchase up to 4,750,792 Class B Non-Voting shares through the facilities of the TSX (or as otherwise permitted by the TSX).

Purchase for cancellation by AGF of outstanding Class B Non-Voting shares may also be used to offset the dilutive effect of treasury stock released for the employee benefit trust (EBT) and of shares issued through the Company's stock option plans and dividend reinvestment plan. AGF relies on an automatic purchase plan during the normal course issuer bid. The automatic purchase plan allows for purchases by AGF of its Class B Non-Voting shares subject to certain parameters. Shares purchased for the EBT are also purchased under the Company's NCIB and recorded as a reduction to capital stock.

During the three and six months ended May 31, 2025, AGF purchased 235,400 and 243,800 (2024 – 106,124 and 574,500) Class B Non-Voting shares for cancellation under NCIB at an average price of $10.16 and $10.18 (2024 – $8.28 and $7.84) per share for a total cost of $2.4 million and $2.5 million (2024 – $0.9 million and $4.5 million).

During the three and six months ended May 31, 2025, $1.0 million and $1.0 million premium (2024 – $0.2 million and $1.0 million) from the recorded capital stock value of the shares repurchased for cancellation was recorded in retained earnings.

During the three and six months ended May 31, 2025, AGF purchased 1,900 and 200,000 (2024 – 200,000 and 305,962) Class B Non-Voting shares for the EBT at an immaterial cost and $2.3 million (2024 – $1.6 million and $2.4 million).

AGF MANAGEMENT LIMITED - 20 - SECOND QUARTER REPORT 2025


MANAGEMENT'S DISCUSSION AND ANALYSIS

Dividends

The holders of Class B Non-Voting and Class A Voting common shares are entitled to receive cash dividends. Dividends are paid in equal amounts per share on all the Class B Non-Voting shares and all the Class A Voting common shares at the time outstanding without preference or priority of one share over another. No dividends may be declared in the event that there is a default of a condition of our credit facility or where such payment of dividends would create a default.

Our Board of Directors may determine that Class B Non-Voting shareholders shall have the right to elect to receive part or all of such dividend in the form of a stock dividend. They also determine whether a dividend in Class B Non-Voting shares is substantially equal to a cash dividend. This determination is based on the weighted average price at which the Class B Non-Voting shares traded on the TSX during the 10 trading days immediately preceding the record date applicable to such dividend.

The following table sets forth the dividends paid by AGF on Class B Non-Voting shares and Class A Voting common shares for the years indicated:

Years ended November 30 2025¹ 2024 2023 2022 2021
Per share $ 0.365 $ 0.455 $ 0.430 $ 0.390 $ 0.340

¹ Represents the total dividends paid in January 2025, April 2025 and to be paid in July 2025.

We review our dividend distribution policy on a quarterly basis, taking into account our financial position, profitability, cash flow and other factors considered relevant by our Board of Directors. The quarterly dividend paid on April 23, 2025 was 12.5 cents per share.

On June 24, 2025, the Board of Directors of AGF declared a quarterly dividend on both the Class A Voting common shares and Class B Non-Voting shares of the Company of 12.5 cents per share in respect of the three months ended May 31, 2025.

Outstanding Share Data

Set out below is our outstanding share data as at May 31, 2025 and 2024. For additional detail, see Notes 10 and 16 of the Condensed Consolidated Interim Financial Statements.

May 31, 2025 May 31, 2024
Shares
Class A Voting common shares 57,600 57,600
Class B Non-Voting shares 65,040,351 64,538,821
Stock Options
Outstanding options 2,254,584 3,001,341
Exercisable options 1,747,768 2,298,931

AGF MANAGEMENT LIMITED - 21 - SECOND QUARTER REPORT 2025


MANAGEMENT'S DISCUSSION AND ANALYSIS

Key Performance Indicators, Additional IFRS and Non-IFRS Measures

We measure the success of our business strategies using a number of key performance indicators (KPIs), which are outlined below. With the exception of income, the following KPIs are non-IFRS measures, which are not defined under IFRS. They should not be considered as an alternative to or comparable with net income attributable to equity owners of the Company or any other measure of performance under IFRS. Non-IFRS measures may not be comparable with similar measures presented by other companies.

Net Management, Advisory and Administration Fees

We define net management, advisory and administration fees as management, advisory and administration fees net of trailing commissions and investment advisory fees. Net management, advisory and administration fees is indicative of our potential to deliver cash flow.

We derive our net management, advisory and administration fees principally from a combination of:

  • Management and advisory fees directly related to AUM from our retail, institutional and private wealth lines of businesses;
  • Fund administration fees, which are based on a fixed transfer agency administration fee;
  • Trailing commissions paid to distributors, which depend on total AUM, the proportion of mutual fund AUM sold on a front-end versus back-end commission basis and the proportion of equity fund AUM versus fixed income fund AUM; and
  • Investment advisory fees paid, which depend on AUM.

Total Net Revenue

We define total net revenue as net management, advisory and administration fees, deferred sales charges, revenue from AGF Capital Partners, and other revenue.

Revenue from AGF Capital Partners

We define revenue from AGF Capital Partners as management fee-related earnings, carried interest, performance fees, revenue from other fee arrangements and invested capital and other revenue earned from AGF Capital Partners. The following table outlines how revenue from AGF Capital Partners is determined:

(in millions of Canadian dollars) Three months ended Six months ended
May 31, 2025 February 28, 2025 May 31, 2024 May 31, 2025 May 31, 2024
Management, advisory and administration fees $ 125.6 $ 129.9 $ 123.0 $ 255.5 $ 231.6
Share of profit of joint ventures 0.3 0.2 - 0.5 0.2
Other income from fee-earning arrangements 0.8 0.8 0.7 1.5 1.5
Other income 0.7 1.4 1.2 2.1 2.2
Fair value adjustments and distribution income 6.4 15.6 5.4 22.0 29.5
Add/(less):
Management, advisory and administration fees excluding AGF Capital Partners (119.6) (122.8) (116.4) (242.3) (225.0)
Other loss (revenue) excluding AGF Capital Partners 0.3 (1.4) (1.2) (1.1) (2.2)
Fair value adjustment related to investment in AGF mutual funds 0.1 (0.1) (0.7) - (1.4)
Revenue from AGF Capital Partners $ 14.6 $ 23.6 $ 12.0 $ 38.2 $ 36.4

AGF MANAGEMENT LIMITED - 22 - SECOND QUARTER REPORT 2025


MANAGEMENT'S DISCUSSION AND ANALYSIS

Other Revenue (Loss)

Other revenue (loss) is defined as fair value adjustments related to AGF mutual funds that are held as seed capital investments and other income. The following table outlines how other revenue is determined:

Three months ended Six months ended
(in millions of Canadian dollars) May 31, 2025 February 28, 2025 May 31, 2024 May 31, 2025 May 31, 2024
Other revenue $ 0.7 $ 1.4 $ 1.2 $ 2.1 $ 2.2
Add/(less):
Other revenue from AGF Capital Partners¹ (1.0) (1.0)
Fair value adjustment related to investment in AGF mutual funds (0.1) 0.1 0.7 1.4
Other revenue (loss) $ (0.4) $ 1.5 $ 1.9 $ 1.1 $ 3.6

¹ Represents other revenue generated from AGF Capital Partner's affiliated managers.

Non-IFRS Adjusted Measures

We define non-IFRS adjusted measures to exclude the following revenues and expenses, which we believe allows for better analysis of AGF's operating results and permits comparison against companies within the industry:

  • Performance fees earned related to KCPL that are to be allocated to the KCPL LLTIP and payment of the contingent consideration liabilities
  • Corporate development and acquisition related expenses
  • Severance related costs and other expenses that are not part of the Company's normal course of business
  • Fair value adjustments on acquisition related liabilities including contingent consideration payable and the put obligation liability
  • Non-cash compensation expense relating to the KCPL LLTIP, which represents a non-cash liability that will be funded through future performance fees and carried interest realized from investments made by the funds prior to the acquisition.

Adjusted Selling, General and Administrative Expenses (SG&A)

Adjusted SG&A is defined as selling, general and administrative expenses excluding items as outlined in the Non-IFRS Adjusted Measures section above. The following table outlines how adjusted SG&A is determined:

Three months ended Six months ended
(in millions of Canadian dollars) May 31, 2025 February 28, 2025 May 31, 2024 May 31, 2025 May 31, 2024
Selling, general and administrative $ 62.8 $ 67.8 $ 68.2 $ 130.6 $ 126.1
Adjusted for:
Accrued KCPL LLTIP compensation expense (1.2) (3.2) (6.5) (4.3) (6.5)
Severance and other expenses (2.0) (1.0) (0.2) (3.1) (1.5)
Corporate development and acquisition related expenses (0.1) (1.5) (0.1) (4.6)
Adjusted selling, general and administrative $ 59.5 $ 63.6 $ 60.0 $ 123.1 $ 113.5

AGF MANAGEMENT LIMITED - 23 - SECOND QUARTER REPORT 2025


MANAGEMENT'S DISCUSSION AND ANALYSIS

EBITDA and Adjusted EBITDA

EBITDA is defined as earnings before interest, taxes, depreciation and amortization. EBITDA is a measure of performance utilized by management, investors and investment analysts to evaluate and analyze the Company's results. Adjusted EBITDA is defined as EBITDA excluding items as outlined in the Non-IFRS Adjusted Measures section above. The following table outlines how the EBITDA and adjusted EBITDA measure is determined:

(in millions of Canadian dollars) Three months ended Six months ended
May 31, 2025 February 28, 2025 May 31, 2024 May 31, 2025 May 31, 2024
Net income $ 24.1 $ 30.1 $ 16.4 $ 54.2 $ 46.9
Adjustments:
Amortization, derecognition and depreciation 2.4 2.4 2.6 4.8 4.8
Interest expense 1.8 1.2 2.1 3.0 3.7
Income tax expense 7.9 10.5 5.5 18.4 16.3
EBITDA $ 36.2 $ 44.2 $ 26.6 $ 80.4 $ 71.7
Adjusted for:
Accrued KCPL LLTIP compensation expense $ 1.2 $ 3.2 $ 6.5 $ 4.3 $ 6.5
Severance and other expenses 2.0 1.0 0.2 3.1 1.5
Corporate development and acquisition related expenses 0.1 - 1.5 0.1 4.6
Fair value adjustment on contingent consideration payable - (0.4) 1.0 (0.4) 1.0
Fair value adjustment on put option liability - (0.1) 1.2 (0.1) 1.2
Adjusted EBITDA $ 39.5 $ 47.9 $ 37.0 $ 87.4 $ 86.5

EBITDA Margin

EBITDA margin provides useful information to management and investors as an indicator of our overall operating performance. EBITDA margin is a valuable measure because it assesses the extent we are able to earn profit from each dollar of net revenue and permits comparison against companies within the industry. EBITDA margin is defined as the ratio of EBITDA to net revenue. Certain comparative figures have been restated to meet the definition of EBITDA margin. Please see the EBITDA section of this MD&A for a reconciliation between EBITDA and net revenue.

(in millions of Canadian dollars) Three months ended Six months ended
May 31, 2025 February 28, 2025 May 31, 2024 May 31, 2025 May 31, 2024
EBITDA $ 36.2 $ 44.2 $ 26.6 $ 80.4 $ 71.7
Divided by net revenue 99.0 111.5 97.0 210.5 200.0
EBITDA margin 36.6% 39.6% 27.4% 38.2% 35.9%

AGF MANAGEMENT LIMITED - 24 - SECOND QUARTER REPORT 2025


MANAGEMENT'S DISCUSSION AND ANALYSIS

Adjusted EBITDA Margin

We define adjusted EBITDA margin as the ratio of adjusted EBITDA to adjusted net revenue. Certain comparative figures have been restated to meet the definition of adjusted EBITDA margin. Please see the EBITDA and adjusted EBITDA section of this MD&A for a reconciliation between adjusted EBITDA and net revenue.

Three months ended Six months ended
(in millions of Canadian dollars) May 31, 2025 February 28, 2025 May 31, 2024 May 31, 2025 May 31, 2024
Adjusted EBITDA $ 39.5 $ 47.9 $ 37.0 $ 87.4 $ 86.5
Divided by adjusted net revenue 99.0 111.5 97.0 210.5 200.0
Adjusted EBITDA margin 39.9% 43.0% 38.2% 41.5% 43.3%

Net Debt to Adjusted EBITDA Ratio

Net debt to adjusted EBITDA ratio provides useful information to management and investors as an indicator of the Company's leverage capabilities. We define the net debt to adjusted EBITDA ratio as long-term debt offset against cash and cash equivalents at the end of the period divided by the 12-month trailing adjusted EBITDA for the period.

Three months ended Six months ended
(in millions of Canadian dollars) May 31, 2025 February 28, 2025 May 31, 2024 May 31, 2025 May 31, 2024
Net debt $ 49.9 $ 52.0 $ 36.3 $ 49.9 $ 36.3
Divided by adjusted EBITDA (12-month trailing) 167.2 164.7 147.8 167.2 147.8
Net debt to adjusted EBITDA ratio 29.8% 31.6% 24.6% 29.9% 24.6%

Adjusted Net Income – Attributable to equity owners of the Company

We define adjusted net income as net income less after-tax adjusted items as outlined in the Non-IFRS Adjusted Measures section above. The following table outlines how the adjusted net income is determined:

Three months ended Six months ended
(in millions of Canadian dollars) May 31, 2025 February 28, 2025 May 31, 2024 May 31, 2025 May 31, 2024
Net income – attributable to equity owners of the Company $ 24.3 $ 30.9 $ 18.1 $ 55.2 $ 48.6
Adjusted for pre-tax expenses:
Accrued KCPL LLTIP compensation expense – attributable to equity owners of the Company 0.7 1.6 3.3 2.4 3.3
Severance and other expenses 1.6 0.5 0.2 2.1 4.6
Corporate development and acquisition related expenses 0.1 1.5 0.1 1.5
Fair value adjustment on contingent consideration payable (0.4) 1.0 (0.4) 1.0
Fair value adjustment on put option liability (0.1) 1.2 (0.1) 1.2
Tax impact on adjustments (0.7) (0.4) (1.7) (1.2) (2.9)
Adjusted net income – attributable to equity owners of the Company $ 26.0 $ 32.1 $ 23.6 $ 58.1 $ 57.3

AGF MANAGEMENT LIMITED - 25 - SECOND QUARTER REPORT 2025


MANAGEMENT'S DISCUSSION AND ANALYSIS

Free Cash Flow

Free cash flow represents cash available for distribution to our shareholders, share buybacks, investment in the AGF Capital Partners business, and general corporate purposes. We define free cash flow as cash flow from operations before net changes in non-cash balances related to operations less adjusted items as outlined in the Non-IFRS Adjusted Measures section above less interest paid and adjusted for certain tax items outlined below. We believe free cash flow is a relevant measure in our operations. Certain comparative figures have been restated to meet the definition of free cash flow.

(in millions of Canadian dollars) Three months ended Six months ended
May 31, 2025 February 28, 2025 May 31, 2024 May 31, 2025 May 31, 2024
Net income for the period $ 24.1 $ 30.1 $ 16.4 $ 54.2 $ 46.9
Adjusted for non-cash items and non-cash working capital balance 13.2 (54.2) 16.5 (41.0) (40.0)
Net cash provided by (used in) operating activities $ 37.3 $ (24.1) $ 32.9 $ 13.2 $ 6.9
Net changes in non-cash working capital balances related to operations (11.1) 48.6 (13.1) 37.5 28.7
26.2 24.5 19.8 50.7 35.6
Adjusted for:
Accrued KCPL LLTIP compensation expense 1.2 3.2 6.5 4.3 6.5
Severance and other expenses 2.0 1.0 0.2 3.1 1.5
Corporate development and acquisition related expenses 0.1 - 1.5 0.1 4.6
$ 29.5 $ 28.7 $ 28.0 $ 58.2 $ 48.2
Income taxes paid during the period 8.4 14.8 8.0 23.2 17.6
$ 37.9 $ 43.5 $ 36.0 $ 81.4 $ 65.8
Income taxes related to current period free cash flow (11.2) (9.9) (8.7) (21.1) (15.1)
Interest and lease payments (2.7) (2.0) (3.6) (4.7) (5.8)
Free cash flow $ 24.0 $ 31.6 $ 23.7 $ 55.6 $ 44.9

AGF MANAGEMENT LIMITED - 26 - SECOND QUARTER REPORT 2025


MANAGEMENT'S DISCUSSION AND ANALYSIS

Assets Under Management

The amount of AUM and the related fee rates are important to our business as these are the drivers of our revenue from our mutual fund, institutional and sub-advisory accounts, private wealth relationships and AGF Capital Partners asset management business. AUM will fluctuate in value as a result of investment performance, sales and redemptions, and crystallization of long-term investments. Mutual fund sales and AUM determine a significant portion of our expenses because we pay trailing commissions to financial advisors as well as investment advisory fees based on the value of AUM.

Fee-earning Assets

The amount of fee-earning assets and related fee rates are important to our business as these are the drivers of the fee income from certain strategic partnerships from our AGF Capital Partners business. Fee-earning assets will fluctuate in value as a result of investment performance and crystallization of long-term investments.

Average AUM

The average AUM is defined as the average of ending monthly AUM, excluding AGF Capital Partners, reported year to date.

Investment Performance

Investment performance, which represents market appreciation (depreciation), is central to the value proposition that we offer advisors and unitholders. Growth in AUM resulting from investment performance increases the wealth of our unitholders and, in turn, we benefit from higher revenues. Alternatively, poor investment performance will reduce our AUM levels and result in lower management fee revenues. Strong relative investment performance may also contribute to growth in gross sales or reduced levels of redemptions. Conversely, poor relative investment performance may result in lower gross sales and higher levels of redemptions. Refer to the 'Risk Factors and Management of Risk' section of our 2024 Annual MD&A.

Net Sales (Redemptions)

Retail gross sales and redemptions are monitored separately and the sum of these two amounts comprises retail net sales (redemptions). Retail net sales (redemptions), together with investment performance and fund expenses, determine the level of average daily mutual fund AUM, which is the basis on which management fees are charged. The average daily mutual fund AUM is equal to the aggregate average daily net asset value of the AGF mutual funds. We monitor AUM in our institutional, sub-advisory, private wealth, and AGF Capital Partners businesses separately. We do not compute an average daily AUM figure for them.

Working Capital

Working capital, defined as current assets less current liabilities, is used as a measure to demonstrate AGF's liquidity and ability to generate cash to pay for its short-term financial obligations.

Market Capitalization

AGF's market capitalization is $764.2 million, compared to its recorded net assets of $1,193 million as at May 31, 2025. In 2024, we completed an assessment to determine the fair value of AGF's cash-generating units (CGUs). Based on the result of the assessment, the recoverable amount of each CGU exceeded its carrying value as at November 30, 2024. There have been no significant changes to the recoverable amount of each CGU as at May 31, 2025; however, a sustained period of market volatility could become a triggering event requiring a write down of AGF's CGUs. Estimating the fair value of CGUs is a subjective process that involves the use of estimates and judgements, particularly related to cash flows, the appropriate discount rates, terminal growth rates, synergy inclusion rates and an applicable control premium.

AGF MANAGEMENT LIMITED - 27 - SECOND QUARTER REPORT 2025


MANAGEMENT'S DISCUSSION AND ANALYSIS

Managing Risk

AGF is subject to a number of risk factors that may impact our operating and financial performance. These risks and the management of these risks are detailed in our 2024 Annual MD&A in the section entitled 'Risk Factors and Management of Risk'.

Market Risk

Market risk is the risk of a financial loss resulting from adverse changes in underlying market factors. The Company is subjected to market risk as the net management fee revenue is calculated as a percentage of the average net asset value of each retail fund or portfolio managed.

Considerations related to global trade policy and tariffs is contributing to higher volatility and could ultimately impact the trajectory of investment returns over the next 12 months.

AGF continually monitors the potential impact of market risk to its capital position and profitability. A significant portion of AGF's net management, advisory and administration fees is driven by its total average AUM excluding AGF Capital Partners. These AUM levels are impacted by both net sales and changes in the market. In general, for every $1.0 billion reduction in average AUM excluding AGF Capital Partners, annualized net management, advisory and administration fees would decline by approximately $7.0 million. In addition, the uncertainty within the global markets may impact the level of merger and acquisition activity and is likely to create challenges in completing transactions.

Foreign Exchange Risk

The Company's main foreign exchange risk derives from the U.S. and international portfolio securities held in AGF Funds. Changes in the value of the Canadian dollar relative to foreign currencies will cause fluctuations in the Canadian-dollar value of non-Canadian AUM upon which our management fees are calculated. This risk is monitored since currency fluctuation may impact the financial results of AGF; however, it is at the discretion of the fund manager to decide whether to enter into foreign exchange contracts to hedge foreign exposure on U.S. and international securities held in AGF Funds. Using average balances for the quarter, the effect of a 5% change in the Canadian dollar in relation to total AUM would have resulted in a corresponding change of approximately $0.4 billion in AUM for the three months ended May 31, 2025. In general, for every $1.0 billion reduction of average AUM, annualized net management, advisory and administration fees would decline by approximately $7.0 million.

The Company is subject to foreign exchange risk on our integrated foreign subsidiaries in the United States and Ireland, which provide investment advisory services. These subsidiaries retain minimal monetary exposure to the local currency and their revenues are calculated in Canadian dollars. The local currency expenses are translated at the average monthly rate, and local currency assets and liabilities are translated at the rate of exchange in effect at the statement of financial position date.

Interest Rate Risk

The Company has exposure to the risk related to changes in interest rates on floating-rate debt and cash balances. Using outstanding debt balances for the quarter, the effect of a 1% change in variable interest rates on floating-rate debt and cash balances in the second quarter of 2025 would have resulted in a corresponding change of approximately $0.2 million in interest expense for the three months ended May 31, 2025. Using maximum available debt balance for the year, the effect of a 1% change in variable interest rates on our floating-rate debt and cash balances in the second quarter of 2025 would have resulted in a corresponding annualized change of approximately $1.5 million in interest expense.

At May 31, 2025, approximately 16.9% of AGF's mutual fund assets under management were held in fixed-income securities, which are exposed to interest rate risk. An increase in interest rates causes market prices of fixed-income securities to fall, while a decrease in interest rates causes market prices to rise. A 1% change in interest rates would have resulted in a corresponding annualized change of approximately $2.5 million in revenue.

AGF MANAGEMENT LIMITED - 28 - SECOND QUARTER REPORT 2025


MANAGEMENT'S DISCUSSION AND ANALYSIS

Political and Market Risk in Assets Under Management

AGF performance and assets under management are impacted by financial markets and political conditions, including any political change in the United States, Europe and abroad. Changes in these areas may result in significant volatility and decline in the global economy or specific international, regional and domestic financial markets, which are beyond the control of AGF. A general economic downturn, market volatility and an overall lack of investor confidence could result in lower sales, higher redemption levels and lower AUM levels. In addition, market uncertainty could result in retail investors avoiding traditional equity funds in favour of money market funds. Global markets remain volatile due to considerations related to global trade policy and tariffs. Market risk in our AUM transfers to the Company as our net management fee revenue is calculated as a percentage of the average net asset value of each retail fund or portfolio managed. The Company does not quantify this risk in isolation; however, in general, for every $1.0 billion reduction of retail fund AUM, annualized net management fee revenues would decline by approximately $8.5 million. The Company monitors this risk as it may impact earnings; however, it is at the discretion of the fund manager to decide on the appropriate risk-mitigating strategies for each fund.

To provide additional details on the Company's exposure to market risk, the following provides further information on our mutual fund AUM by asset type as at May 31, 2025 and November 30, 2024:

Percentage of total retail fund AUM May 31, 2025 November 30, 2024
Domestic equity funds 14.6% 14.8%
U.S. and international equity funds 62.7% 61.9%
Domestic balanced funds 0.1% 0.2%
U.S. and international balanced funds 4.6% 5.4%
Domestic fixed-income funds 6.5% 6.0%
U.S. and international fixed-income funds 10.4% 10.7%
Domestic money market funds 1.0% 1.0%
U.S. and International Alternative Funds 0.1% 0.0%
100.0% 100.0%

Institutional and high-net-worth AUM are exposed to the same market risk as retail fund AUM. In general, for every $1.0 billion reduction of institutional and high-net-worth AUM, annualized management fee revenues would decline by approximately $4.2 million.

AGF MANAGEMENT LIMITED - 29 - SECOND QUARTER REPORT 2025


MANAGEMENT'S DISCUSSION AND ANALYSIS

Regulatory Risk

AGF is subject to complex and changing legal and regulatory requirements. The Company manages legal and regulatory risk through its efforts to promote a strong culture of compliance. All regulatory developments may impact product structures, pricing, and dealer and advisor compensation. While AGF actively monitors such initiatives, and where feasible comments upon or discusses them with regulators, the ability of AGF to mitigate the imposition of differential regulatory treatment of financial products or services is limited. AGF and AGF's subsidiaries are also subject to regulatory reviews as part of the normal ongoing process of oversight by the various regulators.

AGF, as an investment fund manufacturer, offers a wide range of mutual fund series that align with industry norms. AGF continually reviews our lineup to ensure we have the best representation of the Company's strengths, while providing the Company's partners and clients with the choice and diversity needed to adapt to the evolving regulatory landscape, including that of offering a wide range of product solutions that provide dealers, and their advisors, with the opportunity to structure compensation they determine to be most suitable based on the best interest of the investor.

The current environment of heightened regulatory scrutiny in the financial services sector may reasonably be expected to lead to increasingly stringent interpretation and enforcement of existing laws and rules or additional regulations, changes in existing laws and rules, or changes in interpretation or enforcement of existing laws and rules.

As a longstanding participant in the Canadian financial services industry, the Company and the Company's subsidiaries will continue to be advocates for sound regulatory changes that are grounded in the needs of all investors. The Company strongly believes in upholding the value of advice, preserving investor choice, and limiting the negative effects of unintended consequences.

Information Technology and Cybersecurity Risk

The Company uses information technology and the internet to streamline business operations and to improve client and advisor experiences. However, with the use of information technology and the internet, the Company (and each of the Company's affiliates, subsidiaries and AGF Funds) is exposed to possible information technology events, through cybersecurity breaches, which could potentially have an adverse impact on their business. In general, a cybersecurity breach can result from either a deliberate attack or an unintentional event and may arise from external or internal sources. The increased use of electronic and remote communication tools and services due to the implementation of hybrid work may lead to heightened cybersecurity risk.

While AGF Funds and the Company have established business continuity plans and risk management systems designed to prevent or reduce the impact of cybersecurity attacks, there are inherent limitations in such plans and systems due to the ever-changing nature of technology and cybersecurity attack tactics, and the possibility that certain risks have not been identified. Furthermore, although the Company has vendor oversight policies and procedures, the Company cannot control the cybersecurity plans and systems put in place by the Company's service providers or any other third party whose operations may affect the Company, AGF Funds or their securityholders. As a result, the Company, AGF Funds and their securityholders could be negatively affected.

AGF MANAGEMENT LIMITED - 30 - SECOND QUARTER REPORT 2025


MANAGEMENT'S DISCUSSION AND ANALYSIS

Internal Control Over Financial Reporting

The CEO and CFO have designed, or caused to be designed under their supervision, internal controls over financial reporting (ICFR) to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. Management's assessment was based on the framework established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

There have been no changes to the Company's ICFR during the three and six months ended May 31, 2025 that have materially affected or are reasonably likely to materially affect the Company's ICFR.

Additional Information

Additional information relating to the Company can be found in the Company's Condensed Consolidated Financial Statements and accompanying notes for the three and six months ended May 31, 2025, the Company's 2024 Annual Information Form (AIF) and Annual Report, and other documents filed with applicable securities regulators in Canada, and may be accessed at www.sedarplus.com.

AGF MANAGEMENT LIMITED – 31 – SECOND QUARTER REPORT 2025