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Almaden Minerals Ltd. Proxy Solicitation & Information Statement 2021

Mar 26, 2021

45204_rns_2021-03-26_21009ad3-eb63-4ef3-abef-0ad18851bd5c.pdf

Proxy Solicitation & Information Statement

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8th Floor, 100 University Avenue Toronto, Ontario M5J 2Y1 www.computershare.com

Security Class

Holder Account Number

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Voting Instruction Form (“VIF”) - Annual and Special Meeting to be held virtually on April 30, 2021

This VIF is solicited by and on behalf of Management.

Notes

  1. Every holder has the right to appoint some other person or company of their choice, who need not be a holder, to attend and act on their behalf at the virtual meeting or any adjournment or postponement thereof. If you wish to appoint a person or company other than the Management Nominees whose names are printed herein, please insert the name of your chosen proxyholder in the space provided (see reverse).

  2. If the securities are registered in the name of more than one owner (for example, joint ownership, trustees, executors, etc.), then all those registered should sign this VIF. If you are voting on behalf of a corporation or another individual you may be required to provide documentation evidencing your power to sign this VIF with signing capacity stated.

  3. This VIF should be signed in the exact manner as the name(s) appear(s) on the VIF.

  4. If a date is not inserted in the space provided on the reverse of this VIF, it will be deemed to bear the date on which it was mailed to the holder by Management.

5. The securities represented by this VIF will be voted as directed by the holder, however, if such a direction is not made in respect of any matter, and the VIF appoints the Management Nominees listed on the reverse, this VIF will be voted as recommended by Management.

  1. The securities represented by this VIF will be voted in favour, or withheld from voting, or voted against each of the matters described herein, as applicable, in accordance with the instructions of the holder, on any ballot that may be called for. If you have specified a choice with respect to any matter to be acted on, the securities will be voted accordingly.

  2. This VIF confers discretionary authority in respect of amendments or variations to matters identified in the Notice of Meeting and Management Information Circular or other matters that may properly come before the meeting or any adjournment or postponement thereof, unless prohibited by law.

  3. This VIF should be read in conjunction with the accompanying documentation provided by Management.

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VIFs submitted must be received by 11:00 a.m., Toronto time, on April 28, 2021

VOTE USING THE TELEPHONE OR INTERNET 24 HOURS A DAY 7 DAYS A WEEK!

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To Vote Using the Telephone

  • Call the number listed BELOW from a touch tone telephone.

  • 1-866-732-VOTE (8683) Toll Free

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To Vote Using the Internet

  • Go to the following web site:

www.investorvote.com

  • Smartphone? Scan the QR code to vote now.

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To Virtually Attend the Meeting

  • You can attend the meeting virtually by visiting the URL provided on the back of this VIF.

If you vote by telephone or the Internet, DO NOT mail back this proxy.

Voting by mail may be the only method for securities held in the name of a corporation or securities being voted on behalf of another individual. Voting by mail or by Internet are the only methods by which a holder may appoint a person as proxyholder other than the Management nominees named on the reverse of this VIF. Instead of mailing this VIF, you may choose one of the two voting methods outlined above to vote this VIF.

To vote by telephone or the Internet, you will need to provide your CONTROL NUMBER listed below.

CONTROL NUMBER

01P5VA

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Appointment of Proxyholder

I/We, being holder(s) of common shares of Agnico Eagle Mines Limited (the “Company”) hereby appoint: Sean Boyd, ViceChairman and Chief Executive Officer of the Company, or failing him, Chris Vollmershausen, Senior Vice President Legal, General Counsel & Corporate Secretary of the Company

Print the name of the person you are OR appointing if this person is someone other than the Management Nominees listed herein.

If completing the appointment box above YOU MUST go to http://www.computershare.com/AgnicoEagle and provide Computershare with the name and email address of the person you are appointing. Computershare will use this information ONLY to provide the appointee with a user name to gain entry to the online meeting.

as my/our proxyholder with full power of substitution and to attend, act and to vote for and on behalf of the shareholder in accordance with the following direction (or if no directions have been given, as the proxyholder sees fit) and all other matters that may properly come before the Annual and Special Meeting of the Company to be held online at http://web.lumiagm.com/272684657, on April 30, 2021 at 11:00 a.m. (Toronto time) and at any adjournment or postponement thereof.

VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.

1. Election of Directors

1. Election of Directors
For Withhold For Withhold For Withhold
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01. Leona Aglukkaq 02. Sean Boyd 03. Martine A. Celej
04. Robert J. Gemmell 05. Mel Leiderman 06. Deborah McCombe
07. James D. Nasso 08. Dr. Sean Riley 09. J. Merfyn Roberts
10. Jamie C. Sokalsky
For Withhold
2. Appointment of Auditors
Appointment of Ernst & Young LLP as Auditors of
the Company for the ensuing year and authorizing the Directors to fx their remuneration.
For Against
3. Stock Option Plan
An ordinary resolution approving amendments of Agnico Eagle’s Stock Option Plan.
For Against
4. Executive Compensation
Consideration of and, if deemed advisable,
the passing of a non-binding, advisory resolution accepting the Company’s approach to executive compensation. Fold

Authorized Signature(s) – This section must be completed for your instructions to be executed.

I/We authorize you to act in accordance with my/our instructions set out above. I/We hereby revoke any VIF previously given with respect to the Meeting. If no voting instructions are indicated above, this VIF will be voted as recommended by Management.

Signature(s) Date MM / DD / YY

Interim Financial Statements – Mark this box if you Annual Financial Statements – Mark this box if you would like to receive interim financial statements and would like to receive the Annual Financial Statements and accompanying Management’s Discussion and Analysis accompanying Management’s Discussion and Analysis by mail. by mail.

If you are not mailing back your VIF, you may register online to receive the above financial report(s) by mail at www.computershare.com/mailinglist.

A G E Q

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