Kew Media Group

Apr 19, 2023

04/19/2023 | 03:31pm EDT Message : May 25, 2023 April 3, 2023 Fellow shareholders: On behalf of the Board of Directors and management of Alamos Gold Inc. (the "Company"), I would like to invite you to attend the annual general meeting of shareholders that will be held on Thursday, May 25, 2023, at 4:00 p.m. (Toronto time). To permit a greater number of shareholders to participate, we have once again made the decision to hold a virtual annual meeting, as set out in further detail in the accompanying notice and management information circular. The enclosed management information circular contains important information about the meeting, voting, the nominated directors, our governance practices and how we compensate our executives and directors, among other things. It also describes the Board of Directors role and responsibilities. In addition to these items, we will discuss, at the meeting, highlights of our 2022 performance and our plans for the future. In 2023, our longtime director, Kenneth Stowe, indicated that he would not stand for re-election. We wish to thank Ken for his exceptional contributions throughout his many years on the Board, including his steadfast hand leading our Technical and Sustainability Committee. We also look forward to welcoming Shaun Usmar to our Board. Your participation in the affairs of the Company is important to us. You should exercise your vote, either online at the meeting, by completing and returning your proxy form, by telephone or online in advance of the meeting. Best regards, NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS The annual general meeting of shareholders (the "Meeting") of Alamos Gold Inc. (the "Company" or "Alamos") will be held on Thursday, May 25, 2023, at 4:00 p.m., Toronto time, where you will be asked to: 1.receive and consider the consolidated financial statements of the Company for its financial year ended December 31, 2022, and the auditors' report thereon; 2.elect nine (9) directors who will serve until the next annual meeting of shareholders; 3.re-appoint auditors that will serve until the next annual meeting of shareholders and authorize the directors to set their remuneration; and 4.consider and, if deemed appropriate, to pass, with or without variation, a non-binding advisory resolution on the Company's approach to executive compensation. Shareholders will also transact such other business as may properly be brought before the Meeting (or adjournment thereof). The Meeting will be held as a completely virtual meeting, which will be conducted via live webcast, where all shareholders regardless of geographic location and equity ownership will have an equal opportunity to participate at the Meeting and engage with directors of the Company (the "Directors") and management. Shareholders will not be able to attend the Meeting in person. Registered shareholders and duly appointed proxyholders will be able to attend, participate and vote at the Meeting online at https://web.lumiagm.com/417375257 . The accompanying Management Information Circular provides information relating to the matters to be dealt with at the Meeting and forms part of this notice. The Board of Directors of the Company has fixed the close of business on April 12, 2023 as the record date for determining the shareholders who are entitled to receive notice of, and to vote at, the Meeting and any postponement or adjournment thereof. Alamos has prepared a list, as of the close of business on the record date, of the holders of Alamos common shares. A holder of record of common shares of Alamos whose name appears on such list is entitled to vote the shares shown opposite such holder's name on such list at the Meeting. This year Alamos is using "notice-and-access" to deliver meeting materials to shareholders. Our meeting materials can be viewed online on our website at www.alamosgold.com, under our profile on SEDAR at www.sedar.com, our profile on EDGAR at www.sec.gov/edgar, or at http://www.envisionreports.com/ALAMOSGOLD2023 . The notice-and-access notification will also provide instructions on how to vote at the Meeting and on how to receive paper copies of the meeting materials. DATED at Toronto, Ontario, this 3rd day of April, 2023. By Order of the Board of Directors, /s/ Nils F. Engelstad MEETING AND VOTING INFORMATION This Management Information Circular (the "Circular") is furnished in connection with the solicitation of proxies by the management of Alamos Gold Inc. (the "Company" or "Alamos") for use at the annual general meeting of the shareholders of the Company (the "Meeting") (and at any adjournment thereof) to be held as a virtual meeting, which will be conducted via live webcast on Thursday, May 25, 2023, at 4:00 p.m., Toronto time. The information set out in this Circular is given as at April 3, 2023, unless otherwise indicated. All dollar amounts referenced in this Circular are in United States Dollars ("USD$"), unless otherwise specified. The exchange rate as at December 31, 2022 was Canadian Dollar ("CAD$") 1.00 = USD$0.7383 and the average exchange rate for 2022 was CAD$1.00 = USD$0.7687. Record Date for Voting at the Meeting The Board of Directors (the "Board") has set the close of business on April 12, 2023 as the record date (the "Record Date") for determining which shareholders shall be entitled to receive notice of and to vote at the Meeting. Only shareholders of record as of the Record Date shall be entitled to receive notice of and to vote at the Meeting, unless after the Record Date a shareholder transfers his or her common shares of the Company (the "CommonShares") and the transferee (the "Transferee"), upon establishing that the Transferee owns such Common Shares, requests in writing, at least 10 days prior to the Meeting or any adjournments thereof, that the Transferee may have his or her name included on the list of shareholders entitled to vote at the Meeting, in which case the Transferee is entitled to vote such shares at the Meeting. Such written request by the Transferee shall be sent to the Company's Senior Vice President, General Counsel at the following email: notice@alamosgold.com. Notice and Access This year the Company is using the "notice-and-access" system for the delivery of the Circular and 2022 annual report to both beneficial and registered shareholders, which includes the Company's management's discussion and analysis and annual audited consolidated financial statements for the fiscal year ended December 31, 2022 (collectively, the "Meeting Materials"). Under notice-and-access, you will still receive a proxy or voting instruction form enabling you to vote at the Meeting. However, instead of a paper copy of the Circular, you receive a notice document which contains information about how to access the Meeting Materials electronically. One benefit of the notice-and-access system is that it reduces the environmental impact of producing and distributing paper copies of documents in large quantities. The Circular and form of proxy (or voting instruction form, as applicable) provide additional information concerning the matters to be dealt with at the Meeting. You should access and review all information contained in the Circular before voting. Our Meeting Materials can be viewed online on our website at www.alamosgold.com, under our profile on SEDAR at www.sedar.com, our profile on EDGAR at www.sec.gov/edgar, or at http://www.envisionreports.com/ALAMOSGOLD2023 . Management Information Circular PAGE -6- How We Will Solicit Proxies The Company will bear the expense of this solicitation. It is expected the solicitation will be made primarily by mail, but regular employees or representatives of the Company (none of whom shall receive any extra compensation for these activities) may also solicit by telephone, electronically and in person and arrange for intermediaries to send this Circular and the form of proxy to their principals at the expense of the Company. The contents and the sending of this Circular have been approved by the Board. How to Vote in Advance of the Meeting Advance voting must be received by 4:00pm (Toronto time) on May 23, 2023. Telephone voting can be completed by calling toll-free at 1-866-732-VOTE (1-866-732-8683) or direct at 1-312-588-4290, internet voting can be completed at www.investorvote.com, or by scanning the QR code with a smartphone on the proxy form or voting information form (as applicable). Mail voting can be completed by returning the form of proxy or voting instruction form in the envelope provided. How to Attend the Meeting Shareholders will not be able to attend the Meeting in person. Shareholders and duly appointed proxyholders can attend the Meeting online by going to https://web.lumiagm.com/417375257, which will open fifteen (15) minutes prior to the Meeting on May 25, 2023 at 4:00 p.m. Registered shareholders and duly appointed proxyholders can participate in the Meeting by clicking "I have a login", entering a Username and Password, and accepting the terms and conditions before the start of the Meeting. Registered shareholders must use the 15-digit control number located on the form of proxy or in the email notification received as the Username and the Password is "alamos2023". Computershare Trust Company of Canada ("Computershare") will provide duly appointed proxyholders with a Username after the voting deadline has passed. Beneficial shareholders who have not appointed themselves may attend the Meeting by clicking "I am a guest" and completing the online form. Voting at the Meeting will only be available for registered shareholders and duly appointed proxyholders. It is important that shareholders accessing the Meeting online, using a smartphone, tablet or computer have the latest version of Chrome, Safari, Edge or Firefox, and remain connected to the internet at all times during the Meeting in order to vote when balloting commences. In order to participate online, shareholders must have a valid 15-digit control number and proxyholders must have received an email from Computershare containing a Username. How to Participate at the Meeting The Meeting will be hosted online by way of a live webcast. A summary of the information shareholders will need to attend the online Meeting is provided below. The Meeting will begin at 4:00pm (Toronto time) on Thursday, May 25, 2023. Registered shareholders that have a 15-digit control number, along with duly appointed proxyholders who were assigned a Username (see details under the heading "Appointment and Revocation of Proxies"), will be able to vote and submit questions during the Meeting. To do so, please go to https://web.lumiagm.com/417375257 prior to the start of the Meeting to login. Click on "I have a login" and enter your 15-digit control number or Username along with the password "alamos2023", and accept the terms and conditions. Beneficial Shareholders who do not have a 15-digit control number or Username will only be able to attend as a guest by clicking "I am a guest" which allows them listen to the Meeting however will not be able to vote or submit questions. Management Information Circular PAGE -7- United States beneficial shareholders must first obtain a valid legal proxy from their broker, bank or other agent and then register in advance to attend and vote the Meeting. Such beneficial shareholders should follow the instructions from their broker or bank included with these proxy materials, or contact their broker or bank to request a legal proxy form. After first obtaining a valid legal proxy from their broker, bank or other agent, the beneficial shareholder may register to attend the Meeting by submitting a copy of their legal proxy to Computershare. Requests for registration should be directed to: Computershare, 100 University Avenue, 8th Floor, Toronto, Ontario, M5J 2Y1 or email at uslegalproxy@computershare.com. Requests for registration must be labeled as "Legal Proxy" and be received no later than 4:00pm (Toronto time) on May 23, 2023. Please note that you MUST also register your appointment at http://www.computershare.com/alamosgold . If you are using a 15-digit control number to login to the online Meeting and you accept the terms and conditions, you will be revoking any and all previously submitted proxies. However, in such a case, you will be provided the opportunity to vote by ballot on the matters put forth at the Meeting. If you DO NOT wish to revoke all previously submitted proxies, do not accept the terms and conditions, in which case you can only enter the Meeting as a guest. Appointment and Revocation of Proxies The persons named in the accompanying form of proxy are designated as proxyholders by management of the Company. A SHAREHOLDER WISHING TO APPOINT SOME OTHER PERSON (WHO NEED NOT BE A SHAREHOLDER) TO REPRESENT HIM OR HER AT THE MEETING MAY DO SO by submitting your proxy to Computershare by 4:00 pm (Toronto Time) on May 23, 2023. You MUST also go to http://www.computershare.com/alamosgold and provide Computershare with the name and email address of such appointed person, by 4:00pm (Toronto time) on May 23, 2023 so that Computershare may provide the proxyholder with a Username via email. Any registered shareholder who has returned a proxy may revoke it at any time before it has been exercised. In addition to revocation in any other manner permitted by law, a proxy may be revoked by instrument in writing, including a proxy bearing a later date, executed by the registered shareholder or by an attorney authorized in writing or, if the registered shareholder is a corporation, under its corporate seal or by an officer or attorney thereof duly authorized. The instrument revoking the proxy must be emailed to the Company at notice@alamosgold.com at any time up to and including the last business day preceding the date of the Meeting or any adjournment thereof duly authorized. Only registered shareholders have the right to revoke a proxy. Beneficial shareholders who wish to change their vote must, at least seven (7) days before the Meeting, arrange for their respective intermediaries to revoke the proxy on their behalf. Provisions Relating to Voting of Proxies The Common Shares represented by proxy will be voted or withheld from voting by the designated proxyholder in accordance with the instructions of the shareholder appointing him or her on any ballot that may be called for and, if the shareholder specifies a choice with respect to any matter to be acted upon, the Common Shares will be voted accordingly. If there are no instructions provided by the shareholder, those Common Shares will be voted in favour of all proposals set out in this Circular. The proxy gives the person named in it the discretion to vote as they see fit on any amendments or variations to matters identified in the Notice of Meeting, or any other matters which may properly come before the Meeting. At the time of printing of this Circular, the management of the Company knows of no other matters which may come before the Meeting other than those referred to in the Notice of Meeting. Management Information Circular PAGE -8- Advice to Beneficial Shareholders of Common Shares The information set forth in this section is significant to many shareholders as a substantial number of shareholders do not hold Common Shares in their own names. Beneficial shareholders should note that only proxies deposited by shareholders whose names appear on the records of the Company as the registered holders of Common Shares can be recognized and acted upon at the Meeting. If Common Shares are listed in an account statement provided to a shareholder by a broker, then in almost all cases those Common Shares will not be registered in the shareholder's name on the records of the Company. Such Common Shares will more likely be registered under the name of the shareholder's broker or an agent of that broker. In Canada, most of such Common Shares are registered under the name of CDS & Co. (the registration name for The Canadian Depository for Securities Limited, which acts as nominee for many Canadian brokerage firms). Common Shares held by brokers or their agents or nominees can only be voted (for, withhold or against resolutions) upon the instructions of the beneficial shareholders. Therefore, beneficial shareholders should ensure that instructions respecting the voting of their Common Shares are communicated to the appropriate person well in advance of the Meeting. Applicable regulatory policies require intermediaries/brokers to seek voting instructions from beneficial shareholders in advance of shareholders' meetings. Every intermediary/broker has its own mailing procedures and provides its own return instructions to clients, which should be carefully followed by beneficial shareholders in order to ensure that their Common Shares are voted at the Meeting. The form of voting supplied to a beneficial shareholder by its broker (or the agent of the broker) is similar to the form of proxy provided to registered shareholders by the Company. However, its purpose is limited to instructing the registered shareholder (the broker or agent of the broker) how to vote on behalf of the beneficial shareholder. Most brokers now delegate responsibility for obtaining instructions from clients to Broadridge Financial Solutions, Inc. ("Broadridge") in Canada. Broadridge typically mails a voting instruction form to the beneficial shareholders, and asks beneficial shareholders to return the voting instruction forms to Broadridge. Broadridge then tabulates the results of all instructions received and provides appropriate instructions to the Company's tabulation agent respecting the voting of shares to be presented at the Meeting. A beneficial shareholder receiving a voting instruction form cannot use that form to vote Common Shares directly at the Meeting. The voting instruction form must be returned to Broadridge well in advance of the Meeting to have the Common Shares voted. Beneficial and Registered Shareholders •If you would like paper copies of the Meeting Materials, you should first determine whether you are (i) a beneficial holder of the Common Shares, as are most of our shareholders, or (ii) a registered shareholder. •You are a beneficial shareholder (also known as a non-registered shareholder) if you beneficially own Common Shares that are held in the name of an intermediary such as a depository, bank, trust company, securities broker, trustee, clearing agency (such as CDS Clearing and Depository Services Inc. or "CDS") or another intermediary. For example, you are a non-registered shareholder if your Common Shares are held in a brokerage account of any type. You are a registered shareholder if you hold a paper share certificate and your name appears directly on your share certificate. Management Information Circular PAGE -9- How to obtain paper copies of the Meeting Materials Beneficial shareholders may request that paper copies of the Meeting Materials be mailed to them at no cost. Requests may be made up to one year from the date that the Circular was filed on SEDAR. To request materials before the Meeting go to www.proxyvote.com and entering the 16-digit control number located on your voting instruction form and following the instructions provided. Alternatively, you may submit a request by calling 1-877-907-7643. If you are a Non-Objecting Beneficial Owner you may also request that paper copies of the Meeting Materials be mailed to you at no cost by calling 1-877-907-7643. Requests should be received by May 15, 2023. (i.e., at least 10 calendar days in advance of the date and time set out in your voting instruction form as a voting deadline) if you would like to receive the Meeting Materials in advance of the voting deadline and Meeting date. If you hold a paper share certificate or DRS Advice or Statement ("DRS") and your name appears directly on your share certificate or DRS, you are a registered shareholder and you may request that paper copies of the Meeting Materials be mailed to you at no cost by calling 1-866-962-0498. Requests should be received by May 15, 2023. (i.e., at least ten calendar days in advance of the date and time set out in your proxy form as a voting deadline). Requests by registered shareholders may be made up to one year from the date that the Circular was filed on SEDAR by calling the Assistant Corporate Secretary of the Company at 1-866-788-8801. How many shareholders are needed to reach a quorum at the Meeting? We need to have at least two people present at the meeting in person (or by proxy) representing not less than 25% of the total number of votes entitled to vote at the Meeting. On April 3, 2023, 394,627,541 Common Shares were issued and outstanding, each share carrying the right to one vote. The Company is authorized to issue an unlimited number of Common Shares without par value. Only shareholders of record on the close of business on April 12, 2023 who either personally attend the Meeting or who complete and deliver a proxy in the manner and subject to the provisions set out under the headings "Record Date for Voting at the Meeting" and "Appointment and Revocation of Proxies" will be entitled to have his or her shares voted at the Meeting or any adjournment thereof. Does any shareholder own 10% or more of Alamos' Common Shares? To the knowledge of the Directors and senior officers of the Company, as at the date of this Circular, there are no persons or companies beneficially owning or controlling or directing, directly or indirectly, shares carrying 10% or more of the voting rights attached to all outstanding shares of the Company, except as follows: Name and Address Van Eck Associates Corporation, 666 Third Avenue, New York, NY 10017 USA 44,769,035(1) 11.38% (1)According to Schedule 13G report filed on EDGAR on February 14, 2023 this company owned or exercised control or direction over the number of Common Shares of the Company indicated. Management Information Circular PAGE -10- BUSINESS OF THE MEETING 1.Receiving the Consolidated Financial Statements of Alamos Gold Inc. The consolidated financial statements of the Company for the fiscal year ended December 31, 2022, together with the auditors' report thereon are mailed to the Company's registered and beneficial shareholders who requested them. The 2022 consolidated financial statements of the Company are available on the Alamos website at www.alamosgold.com and on both the System for Electronic Document Analysis and Retrieval (SEDAR) at www.sedar.com, our profile on Electronic Data Gathering, Analysis, and Retrieval (EDGAR) at www.sec.gov/edgar, or http://www.envisionreports.com/ALAMOSGOLD2023 . 2.Election of Directors At the Meeting, shareholders will be asked to elect nine (9) directors. Each director elected will hold office until the conclusion of the next annual meeting of shareholders of the Company at which a director is elected, unless the director's office is earlier vacated in accordance with the articles of the Company or the provisions of the Business Corporations Act (Ontario). All the nominated directors are independent, except for John McCluskey, the Company's President and Chief Executive Officer ("CEO") (see "Director Independence", on page 51, below). As such, the majority (89%) of director nominees are independent. You can vote "for" all of these directors, vote "for" some of them and "against" others, or "against" all of them. The following pages sets out information about the nominees for election as directors. There are no contracts, arrangements or understandings between any director or executive officer or any other person pursuant to which any of the nominees have been nominated for election as a director of the Company. Each of the nominated directors is eligible to serve as a director and has expressed his/her willingness to do so. In the spring of 2023, Kenneth Stowe indicated that he will not stand for re-election. The Board and its Corporate Governance and Nominating Committee have proposed that Shaun Usmar stand for election at the Meeting. To learn more about how our Board operates, see our "Statement of Corporate Governance Practices" on page 50. Unless otherwise instructed, the named proxyholders will vote for all the nominated directors listed below. If any proposed nominee is unable to serve as a director, the individuals named in the enclosed form of proxy reserve the right to nominate and vote for another nominee in their discretion. Management Information Circular PAGE -11- Elaine Ellingham, MBA, M.Sc., P.Geo. Toronto, Ontario, Canada Equity Ownership N/A (Director Nominee) The information as to province of residence and principal occupation has been furnished by the respective directors individually, and the information as to shares beneficially owned or over which a director exercises control or direction, not being within the knowledge of the Company, has been furnished by the respective directors individually as at April 3, 2023 as reported on the SEDI website at www.sedi.ca. Equity Ownership value based on number of outstanding vested or not vested units as at April 3, 2023 multiplied by the closing price of the Common Shares on the TSX at April 3, 2023 of CAD$16.87. Management Information Circular PAGE -16- Our Policy on Majority Voting The Board believes that each of its members should carry the confidence and support of its shareholders. To this end, the Board has adopted a Majority Voting Policy. If, at any meeting for the election of Directors, a Director receives more "withheld" votes than "for" votes, the Director must promptly tender his resignation to the Board, to take effect on acceptance by the Board. The Board will promptly accept the resignation unless the Corporate Governance and Nominating Committee ("CGNC") of the Board determines that there are extraordinary circumstances relating to the composition of the Board or the voting results that should delay the acceptance of the resignation or justify rejecting it. Within 90 days of the relevant shareholders' meeting, the Board will make a final decision and announce such decision, including any reasons for not accepting a resignation, by way of press release. If the Board accepts the resignation, it may appoint a new director to fill the vacancy. Any Director who tenders his or her resignation will not participate in the deliberations of the CGNC or the Board regarding such matter. In the event any Director fails to tender his or her resignation in accordance with this policy, the Board will not re-nominate such Director. Cease Trade Orders, Bankruptcies and Penalties and Sanctions Except as described below, no proposed Director is, as at the date of this Circular, or was within 10 years before the date of this Circular, a director, chief executive officer or chief financial officer of any company (including the Company), that: (i) was subject to a cease trade order, an order similar to a cease trade order or an order that denied the relevant company access to any exemption under securities legislation, for a period of more than 30 consecutive days, that was issued while the proposed director was acting in the capacity as director, chief executive officer or chief financial officer; or (ii) was subject to a cease trade order, an order similar to a cease trade order or an order that denied the relevant company access to any exemption under securities legislation, for a period of more than 30 consecutive days, that was issued after the proposed director ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer. On January 15, 2020, Kew Media Group Inc. ("Kew") was subject to a cease trade order issued by the Ontario Securities Commission due to Kew's auditor's withdrawal of audit reports as a result of misrepresentations by Kew's former Chief Financial Officer. David Fleck resigned from the board of directors of Kew Media Group Inc. in late February 2020. Except as described below, no proposed Director; (i) is, as at the date of this Circular, or has been within the 10 years before the date of this Circular, a director or executive officer of any company (including the Company) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or (ii) has, within the 10 years before the date of this Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the proposed Director. On February 28, 2020, a receiver was appointed over the assets, undertakings and properties of Kew Media Group Inc. David Fleck resigned from the board of directors of Kew Media Group Inc. in late February 2020. No proposed Director has been subject to: (i) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or (ii) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable security holder in deciding whether to vote for a proposed Director. Management Information Circular PAGE -17- 3.Appointment of Auditor The Board unanimously recommends that shareholders vote in favour of KPMG LLP, Chartered Accountants and Licensed Public Accountants, of 333 Bay Street, Suite 4600, Toronto, Ontario, Canada M5H 2S5, as auditor of the Company for the ensuing year, until the close of the next annual meeting of shareholders at remuneration to be fixed by the Directors. Unless instructed otherwise, the persons named in the accompanying proxy intend to vote "FOR" the Appointment of KPMG LLP as Auditor. The persons named in the enclosed form of proxy will vote for the appointment of KPMG LLP, Chartered Accountants and Licensed Public Accountants, of 333 Bay Street, Suite 4600, Toronto, Ontario, Canada M5H 2S5, as auditor of the Company for the ensuing year, until the close of the next annual meeting of shareholders at remuneration to be fixed by the Directors. For the fiscal year ended December 31, 2022, KPMG LLP were paid the following fees: Fiscal Year-End(1) (2)Fees charged for the annual financial statement audit and quarterly reviews. (3)Fees charged for assurance and related services reasonably related to the performance of an audit, and not included under "Audit Fees". (4)Fees charged for tax compliance, tax advice, and tax planning services. (5)Fees for services other than disclosed in any other column. (6)Fees for 2022 include administrative charges and nominal out-of-pocket expenses billed by the Company's external auditors. 4. Advisory Resolution on Approach to Executive Compensation - "Say on Pay" The Company believes that its compensation objectives and approach to executive compensation align the interests of management with the long-term interests of shareholders and are appropriate. Details of the Company's approach to executive compensation are disclosed in the "Report on Executive Compensation" set forth immediately below. As part of our dialogue with shareholders about executive compensation, we are proposing a "say on pay" advisory resolution (the "Say on Pay Resolution") for this year's Meeting. As the Say on Pay Resolution is an advisory vote, the results are not binding upon the Board. However, the Board, the Human Resources Committee ("HRC") and CGNC of the Board will take the results of the vote into account when considering future compensation policies, procedures and decisions. We most recently held an advisory vote on executive compensation at our May 26, 2022 Annual General and Special Meeting of Shareholders. The Say on Pay Resolution was supported by the majority (97.96%) of the votes cast on the resolution. Prior to voting on the Say on Pay Resolution, the Board urges shareholders to read the Report on Executive Compensation section of the Circular as it explains the objectives and principles used in designing an executive compensation program for Alamos' Named Executive Officers ("NEOs"). Shareholders with questions about our executive compensation programs are encouraged to contact Nils F. Engelstad, Senior Vice President, General Counsel, by email at notice@alamosgold.com. "BE IT RESOLVED THAT: 1.On an advisory basis and not to diminish the role and responsibilities of the Board, that shareholders accept the approach to executive compensation disclosed in this Circular provided in advance of the Meeting. The Board unanimously recommends that shareholders vote in favour of the Say on Pay Resolution. Unless instructed otherwise, the persons named in the accompanying proxy intend to vote "FOR" the Say on Pay Resolution." Management Information Circular PAGE -18- REPORT ON EXECUTIVE COMPENSATION As at December 31, 2022, the end of the most recently completed financial year of the Company, the five Named Executive Officers ("NEOs") of the Company were: Mr. John A. McCluskey, President and Chief Executive Officer, Mr. Jamie Porter, Chief Financial Officer, Peter MacPhail, former Chief Operating Officer, Luis Chavez, Senior Vice President, Mexico and Christopher Bostwick, Senior Vice President, Technical Services. Compensation Discussion and Analysis •Attract, retain, and motivate executives of the highest quality; •Align the interests of the CEO and senior executives with the Company's shareholders; •Create incentives to achieve established corporate and individual performance objectives in the short and long-term; •Properly reflect the respective duties and responsibilities of the senior executives; and •Create incentives relating to risk management and regulatory compliance. These objectives are embedded in the charter of the HRC and reflect the Company's pay-for-performance philosophy for compensation of its executives. Each of the elements of the Company's compensation program (base salary, annual non-equity incentive and long-term equity incentive) is designed to achieve one or more of these objectives, both in the near and long-term. Compensation for the NEOs and the balance of the executive officers consists of a base salary, annual non-equity incentive, and annual long-term incentives in the form of stock options, restricted and/or performance share unit grants. The HRC reviews and recommends base salary levels to the Board, based on several factors, to enable the Company to attract, motivate and retain high quality executives who are critical to the Company's long-term success. Annual incentive compensation is linked to achievement of annual corporate objectives in the case of the President and CEO and in the case of all other executives, individual and corporate objectives, thereby aligning interests of the executives with the short and long-term objectives of the Company and those of the Company's shareholders. Long-term equity incentive compensation is intended to align the interests of executive officers with the longer-term interests of shareholders. Overall, the Company's compensation strategy is to target a market position. While the majority of the executives are targeted at the median of the Company's defined peer group on total direct compensation, some, including the NEOs, are targeted above median to reflect the value of the role to the organization, performance experience, and tenure of the executive, and retention and/or succession planning considerations. Generally, when an executive is newly appointed, their total direct compensation is targeted below market median. Compensation is reviewed annually, and actual salary and awards are based on performance and other factors noted previously. The Company continues to place greater weighting on pay at risk, including annual non-equity incentives and long-term incentives. Base salaries and long-term incentives for the 2022 fiscal year were established in a meeting of the HRC held on February 15, 2022 and approved by the Board on February 23, 2022. The Company's performance for the 2022 year was reviewed by the HRC on February 17, 2023. At that meeting, 2023 base salaries, annual non-equity incentives with respect to 2022 performance and 2023 long-term incentive grants were established. All of the above was approved by the Board on February 24, 2023. Key components of the Company's compensation plan are discussed in greater detail below. The HRC's executive compensation decisions were informed by information and advice from the Company's independent compensation advisor WTW (formerly Willis Towers Watson),which provided compensation benchmarking analysis, market intelligence, analysis of company performance, and review and commentary on compensation recommendations. Management Information Circular PAGE -19- Base Salary Base salaries provide executive officers with remuneration based on the position and the required experience, qualifications, and skills to effectively perform the functions contained in the job description. Base salaries are also the determinant for other forms of compensation (annual non-equity incentive, long-term incentive, pension, and benefits) to the extent these are paid or granted as a percentage of base salary. Base salaries are intended to be internally equitable and externally competitive, with the principal objectives being to retain and motivate existing executives and attract high calibre candidates. Salaries are reviewed annually based on performance levels within the Company and compared to base salaries for similar roles in peer group companies and/or the broader mining industry. The Company targets the median of its peer group; however, actual salaries reflect industry economics, Company performance, individual performance, years of experience at the executive level (tenure), and technical, management skills, leadership skills, and succession planning considerations. Annual adjustments to base salaries are assessed and recommended by the CEO to the HRC and in turn, recommended by the HRC to the Board for final approval. The CEO's base salary adjustment is recommended by the HRC to the Board. In 2022, the average ratio of NEO base salaries to their comparative peer group median ("compa-ratio") was 102%, consistent with the Company's strategy of aligning salaries to the median of its peer group which is represented by a 100% compa-ratio. Annual Non-Equity Incentive The HRC determines annual non-equity incentive awards to be paid to the executive officers of the Company in respect of a financial year based on both individual and corporate performance, as recommended by the CEO. Each executive officer is responsible for presenting specific individual goals and objectives to the CEO for review and approval on an annual basis. Annual non-equity incentive targets are set based on peer group benchmarking, and an internal review for internal equity purposes. An annual non-equity incentive is provided as an element of total compensation to provide an incentive to achieve or exceed annual goals consistent with operating, financial and ESG metrics that can generally be improved on a year over year basis. The Company metrics are outlined in the table under "Corporate Metrics". All executives other than the CEO, Chief Financial Officer ("CFO") and Chief Operating Officer ("COO") have a 50:50 weighting of their individual and corporate metrics. The CFO and COO have a weighting of 75:25 corporate metrics and individual goals, whereas the CEO is measured entirely on performance relative to corporate metrics. While the calculation of the corporate performance component of the annual non-equity incentive awards is formulaic in nature, the Board retains discretion with respect to the amounts awarded. Management Information Circular PAGE -20- Details of the Plan The annual non-equity incentive plan is structured to recognize individual and Company-wide performance. Goals are set as stretch goals, and achievement equates to a 100% target payout, while exceeding goals is recognized by a payout of up to 150% of target. Board discretion applies when awards are outside the stated award ranges. Individual goal recognition is determined in concert with overall corporate performance. Equally, the Board has the discretion to recognize goals that are not fully achieved but would be paid at a threshold level (below target). Target annual non-equity incentive payout levels are expressed in ranges and as percentages of base salary. Overall bonus awards (corporate and individual metrics) for the NEOs were as follows: Name and Principal Position 2022 Operating and Financial Highlights •Produced 460,400 ounces of gold, achieving the mid-point of annual guidance. All three operations performed well, meeting their respective production guidance •Young-Davidson produced 192,200 ounces, driving record mine-site free cash flow1 of $101.3 million •Island Gold produced 133,700 ounces, while self-funding $102.0 million of growth capital with the ramp up of construction activities on the Phase 3+ Expansion •Mulatos produced 134,500 ounces, with a substantial improvement in second half production and costs following the completion of construction at La Yaqui Grande •Sold 456,574 ounces of gold at an average realized price of $1,799 per ounce for revenues of $821.2 million •Total cash costs1 of $884 per ounce, AISC1 of $1,204 per ounce, and cost of sales of $1,334 per ounce were in line with annual guidance •Realized adjusted net earnings1 for the year of $107.9 million, or $0.28 per share1. Adjusted net earnings includes adjustments for a non-cash after tax inventory net realizable value adjustment at Mulatos of $22.4 million, a non-cash, after tax impairment charge of $26.7 million triggered by the sale of the Esperanza Project, a net unrealized foreign exchange loss recorded within both deferred taxes and foreign exchange of $17.7 million, and other losses totaling $4.0 million •Reported net earnings of $37.1 million, or $0.09 per share •Cash flow from operating activities of $298.5 million (including $361.6 million, or $0.92 per share before changes in working capital(1) •Returned $47.3 million to shareholders, including $39.2 million paid in dividends and $8.2 million of shares repurchased under the Company's Normal Course Issuer Bid ("NCIB") at a price of $7.41 per share •Reported year-end 2022 Mineral Reserves of 10.5 million ounces of gold, a 2% increase from the end of 2021 having more than replaced mining depletion for the fourth consecutive year. Mineral Reserve grades also increased 3% driven by higher grade additions at Island Gold and Mulatos. Additionally, Measured and Indicated Mineral Resources increased 14% to 3.9 million ounces and Inferred Mineral Resources increased 2% to 7.1 million ounces •Issued three-year guidance on January 12, 2023, which included increased production guidance for 2023 and 2024. Production is expected to increase 9% in 2023 at declining costs, with an 17% decrease in AISC expected by 2025. Management Information Circular PAGE -21- This is expected to drive strong free cash flow over the next three years while continuing to fund the Phase 3+ Expansion (1) Refer to the "Non-GAAP Measures and Additional GAAP Measures" disclosure at the Q4 2022 MD&A for a description and calculation of these measures. Environment, Social and Governance Summary Performance Health and Safety •2022 lost time injury frequency rate1 ("LTIFR") of 0.06, a 71% decrease from 2021 •Recipient of the Casco De Plata safety award by the Mining Chamber of Mexico (CAMIMEX) in recognition of outstanding health and safety performance and governance at Mulatos (1) Frequency rate is calculated as incidents per 200,000 hours worked. There was one fatal accident during the year, which occurred in the fourth quarter at the Young-Davidson Mine. On the afternoon of November 29th, employees, family and friends were shocked and deeply saddened by the loss of a colleague. The tragic accident involved interaction with a piece of mobile equipment underground at the mine. The Company cooperated fully with all investigative authorities. Alamos strives to maintain a safe, healthy working environment for all, with a strong safety culture where everyone is continually reminded of the importance of keeping themselves and their colleagues healthy and injury-free. The Company's overarching commitment is to have all employees and contractors return Home Safe Every Day. Environment •Zero significant environmental incidents for 2022, consistent with 2021 •Announced its Company target of a 30% reduction in absolute GHG emissions by 2030 from the 2020/2021 average baseline year, in support of Canada's Paris Accord Commitment and the World Gold Council's commitment for members to adopt the recommendations of the Task Force on Climate-Related Financial Disclosure (TCFD) •Closure Plan Amendment and various additional construction permits received for the Island Gold mine, allowing for the ramp-up of Phase III+ construction activities •Advanced both federal and provincial permitting for the Lynn Lake Gold Project Two reportable spills occurred during the 2022 year. At Island Gold in the third quarter, 200 litres of thickener slurry leaked due to a pinhole in a pipeline. All material was collected and moved back into the containment area. The area was cleaned and remediated with no anticipated long-term effects. At Young-Davidson in the fourth quarter, a vendor's compressed natural gas ("CNG") trailer malfunctioned, causing the release of some of its contents. The incident was immediately reported to local authorities and investigated by the vendor to determine the cause of the release. There were no injuries reported in relation to the incident and there was no impact to air intake fans feeding underground operations. The Company is committed to preserving the long-term health and viability of the natural environment that surround its operations and projects. This includes investing in new initiatives to reduce our environmental footprint with the goal of minimizing the environmental impacts of our activities and offsetting any impacts that cannot be fully mitigated or rehabilitated. Management Information Circular PAGE -22- Community •Finalized Community Benefits Agreements with the Michipicoten First Nation, and the Batchewana First Nations for Island Gold •Advanced the negotiation of formal participation agreements with other Indigenous communities at Island Gold and the Lynn Lake Gold Project •Recipient of the inaugural Reconciliation Award at the Manitoba Prospectors and Developers Association Gala in recognition of the positive collaboration and engagement between Alamos and Marcel Colomb First Nation with respect to the Lynn Lake Gold Project •Continued to support local students in Sahuaripa, Matarachi and Hermosillo, Mexico through the Company's Scholarship Program, and continued its support of the Young Mining Professionals Scholarship Fund in Canada •Made various donations including school and health supplies to local communities surrounding each of the Company's operations and projects Alamos believes that excellence in sustainability provides a net benefit to all stakeholders. The Company continues to engage with local communities to understand local challenges and priorities. Ongoing investments in local infrastructure, health care, education, cultural and community programs remain a focus of the Company. Governance and Disclosure •Received independent assurance over the Company's 2021 Responsible Gold Mining Principles ("RGMP") Progress Report and 2021 Conflict-Free Gold Report •Published Alamos' 2021 ESG Report and 2021 ESG Summary Tables, outlining the Company's progress on its ESG performance across its operations, projects and offices •Published the Lynn Lake Gold Project website to increase transparency and disclosure for local stakeholders interested in the project and associated opportunities •Recipient of the Ethics and Values Award by the National Confederation of Industrial Chambers (CONCAMIN) for the third consecutive year at Mulatos •Top 35% ranking in 2022 Globe and Mail Board Games, a ranking of Canada's corporate boards •Received an 'A' ESG rating within Alamos' most recent MSCI ESG Ratings Report •Received a 'Medium' ESG Risk Rating from Sustainalytics, positioning Alamos in the top 24th percentile of its industry •Received a 'B-' climate change score from the Carbon Disclosure Project, ahead of the industry 'C' average Alamos maintains the highest standards of corporate governance to ensure that corporate decision-making reflects its values, including the Company's commitment to sustainable development. During the year, the Company advanced its implementation of the RGMPs, developed by the World Gold Council as a framework that sets clear expectations as to what constitutes responsible gold mining. Alamos intends to publish its independently audited 2022 RGMP Report in the second quarter of 2023. Management Information Circular PAGE -23- Corporate Metrics In 2022, the Company achieved an overall performance rating of 110%. The table below is a summary of the corporate metrics that were used in determining 2022 awards for executives. The results reported under the "2022 Results" column were those achieved in the 2022 year. Each metric has a range defining a threshold, target and maximum. Target, which is defined as a stretch goal, equates to 100%, threshold equates to 0% and maximum equates to 150%. With respect to the Growth and Creating Shareholder Value metrics, the Board applies discretion in evaluating management's assessment of performance within the same award range. The Chair of the Board and the Chair of the HRC meet in advance of the respective year end meetings to review with management the corporate metric results for the performance year. At this meeting, a comprehensive review of annual company performance is undertaken, including discussions of events or impacts - positive or negative - that are outside management's control or are one-time events. This includes gold price volatility, foreign exchange movements, and other one-time gains or losses which are normalized out of Financial results. The following summarizes the Company's performance for each of the major categories for the 2022 year: Metric 110% (1)Each metric has a range defining a threshold, target and maximum. Target is defined as a stretch goal and equates to 100%, threshold equates to 0% and maximum equates to 150%. (2)These metrics are calculated in accordance with IFRS and the targets each year are based on the Company's Board approved budget. The existing metrics are good reflections of the Company`s economic performance and ability to generate risk-adjusted, after-tax returns. The focus on `returns` is something that differentiates Alamos from its peers as we`ve historically had double the average ROE of our peers. When computing performance, these metrics are normalized to adjust for items that are not within management's direct control or ability to influence. Such adjustments should include normalizing for: (1) Commodity prices (gold and silver). (2) FX rates - adjusting for unrealized foreign exchange gains and losses. (3) Gains or losses on portfolio investments. (4) Unusual or one-time other gains and losses (these should be clearly identified and explained by management why adjusted for), including impairment charges, mark-to-market adjustments and debt settlement costs. (5) M&A (cash spending or share issuances) or transaction related costs as these should be evaluated as part of the growth or M&A metric. Management Information Circular PAGE -25- Performance Graph The following graph compares the yearly percentage change in the cumulative performance of the Company's Common Shares with the S&P/TSX Global Gold Index for the period from January 1, 2018 to December 31, 2022 assuming a $100 investment in its Common Shares. Over the five-year period from January 1, 2018 through December 31, 2022, the Company's share price increased 67%, for an annualized return of approximately 11%. The Company's share price outperformed the TSX Global Gold Index which increased 42% over the same five-year period, including significantly outperforming since the end of 2018. The Company was the top performing gold equity in 2022. Comparison of Performance since January 1, 2018 between the Company's Common Shares and the S&P/TSX Global Gold Index. Relative Performance Executive compensation decisions at Alamos reflect a comprehensive assessment of the Company's performance, including its performance across several key financial, operational and ESG metrics in the short and medium-term relative to the Company's performance peer group. The following graphs depict the analysis of relative performance that the HRC took into consideration to form its pay decisions at year end. Specifically, the HRC reviewed the 1-year, 3-year and 5-year performance of Alamos against the thirteen companies that make up the Company's performance peer group (page 33) on the following categories of measures: • Return metrics; Management Information Circular PAGE -26- Overall, Alamos has performed above the median of its performance (PSU) peer group. On average across all metrics assessed by WTW, Alamos ranks at the 58th, 49th, and 45th percentile on a 1, 3, and 5-year basis, respectively. Relative Performance - Return Metrics vs. Peers Alamos was a top performing gold stock in 2022, scoring at the 99th percentile ranking on total shareholder return ("TSR") on a 1-year basis. Alamos also ranked above the median across four return metrics (TSR, return on assets, return on invested capital, and return on equity,) on a one-year basis, on average. The Company also performed strongly on TSR on a three-year and five-year basis, helping to bring its overall average ranking on return measures across all three time periods above the median. Relative Performance - Growth Metrics vs. Peers On growth measures (growth in operating cash flow, EBITDA, gold production, and reserves), Alamos ranks at the median on average across all three time periods, with strong one-year performance offsetting slightly below median performance on a three-year and five-year basis. Alamos performed particularly strongly on growth of Mineral Reserves, which was well above the median in all time periods. Management Information Circular PAGE -27- Relative Performance - Per Share Growth Metrics Alamos' relative growth performance on a per share basis also ranks above median across all three time periods on average. The Company's average ranking is at the 56th percentile based on 1-year performance, 58th percentile on 3-year performance, and 43rd percentile on 5-year performance. Management Information Circular PAGE -28- Long-Term Incentive Plans The Company's Long-term Incentive Plan ("LTIP") provides for awards of stock options, performance share units ("PSUs"), restricted share units ("RSUs") and deferred share units ("DSUs") (the "UnitAwards" or "LTIs"). See "Securities Authorized for Issuance under Equity Compensation Plans" on page 61 for further details of the LTIP. Executives play a critical role in achievement of the Company's operational, financial and other corporate objectives, which can result in shareholder value and share price appreciation. To align the interest of executives with those of shareholders, each officer is awarded a long-term incentive package on entering service, and annual grants which are reviewed and approved by the Board. In 2022, the Company introduced a new methodology for determining LTI grants for executives, establishing LTI targets as a percentage of base salary, similar to STI targets. The CEO's target award opportunity is determined by the HRC/Board and informed by market analysis. In 2022 the LTIP target for the CEO was 240% of base salary. Target range for other executives are: 150% -170% of salary for the CFO and COO, 100% - 135% for SVPs, and 100% - 130% for VPs. Actual LTI grants reflect performance and other considerations and are reviewed and approved by the Board. In 2022, the Company also added RSUs to the annual grant mix for executives. The award was weighted 50% PSUs, 25% RSUs and 25% stock options. Performance Share Units The Board approved a PSU grant for executives under the LTIP on February 25, 2022. The PSU parameters are as follows: 1. Performance Measure 2. Performance Periods As per the terms of the LTIP adopted by Alamos in 2022, the performance cycle is defined as the period of time between the grant date and the date specified by the Company in the performance criteria and is to be no later than December 31st of the calendar year, three years after the calendar year grant date. As such, the performance periods have been defined as: •Performance Period One = Date of Grant to 1st Year Anniversary •Performance Period Two = 1st Year Anniversary to 2nd Year Anniversary •Performance Period Three = 2nd Year Anniversary to 3rd Year Anniversary •Cumulative Performance Period = Date of Grant to 3rd Year Anniversary The PSUs vest on the 3rd anniversary from the date of grant (end of Cumulative Performance Period). As per the LTIP, PSUs may be settled in cash (based on the Market Price (five-day volume weighted average price) as of the vesting date), shares, or any combination of cash and shares, at the sole discretion of the Board. PSUs will be settled within 30 days of the vesting date. Management Information Circular PAGE -29- 3. Performance Period Weightings To ensure the performance factor for PSUs are focused on the long-term, the performance period weightings are as follows: •Performance Period One - 20% Refer to page 33 for the 2022 performance peer group. 5. Performance Payout Factor (scale) The number of PSUs that will vest is subject to: •Completion of the vesting period; and •Company performance relative to the performance peer group. The scale below reflects the level of risk embedded in the LTIP. There is the possibility of a zero payout (performance below P25) and the upper end of the scale has been set at a factor of 150% for performance above the 75th percentile. One hundred percent of payout has been mapped to the median or better for performance relative to peers. That said, in the case of a cumulative negative TSR, the payout factor will be capped at 100% even if TSR is above the 50th percentile of the peer group. Vesting is linear and vesting will be interpolated for any performance ranking that falls between the stated goals below. Performance - Relative TSR, Stock Options The LTIP also provides for the grant of non-transferable options to purchase Common Shares of the Company at exercise price not lower than the Market Price of the Shares on the grant date. Stock options granted in 2022 vest in three equal tranches (33%) starting on the first anniversary of the grant date, and expire seven years from the date of grant. Management Information Circular PAGE -30- Restricted Share Units The LTIP provides for the grant of RSUs to executives. RSUs granted to NEOs in 2022 vest in three equal tranches (33%) starting on the first anniversary of the grant date. All vested RSUs under this grant are to be settled no later than one month from November 30th of the third year from date of grant. Supplemental Executive Retirement Plan The Board approved a Supplemental Executive Retirement Plan ("SERP") for the Company's executives which became effective on January 1, 2014. The SERP is an unfunded, non-registered plan. The Company is not required nor obligated to fund for the provision of any benefits under this SERP prior to the date the members' benefit entitlements fall due. There are no physical assets or funds held in trust in connection with this unfunded SERP. The members are unsecured creditors of the Company with respect to balances in their SERP Vested Accumulated Accounts. The SERP is administered by a Company-approved Authorized Administrative Agent. Each executive provides their Investment Direction within a pre-approved list of investment options, in writing, which specifies the investment and percentages to be notionally invested in the Company-approved Allowable Investment Options. SERP benefits are Canadian dollar denominated. Executives are eligible to participate in the SERP on the first (1st) day of the month following the date of hire, subject to Board approval. The SERP has a two (2) year plan participation vesting provision. On July 26, 2022 the Board approved an amendment to the SERP that was administrative in nature driven by a change of third-party administrator. The Company credits 12% of each executive's annual earnings (base salary and annual non-equity incentive) to the members' SERP Accumulation Sub-account. No other earnings may be included in this calculation and the executive does not contribute a cash or matching amount. Executives are not permitted to make notional contributions to the SERP. The value of each executive's SERP Account is calculated by the Authorized Administrative Agent and includes both the notional employer contributions and the notional investment earnings thereon. Upon retirement, which has been defined in the SERP as any time following the end of the month in which the executive turns sixty-five (65) ("Normal Retirement Date"), the executive is entitled to the SERP vested amount. The Executive's entitlement under the SERP shall immediately vest upon a cessation of employment due to the incurrence of a Total and Permanent Disability and shall be deemed to be the Executive's SERP account immediately prior to their disability retirement date. In the case of normal retirement, resignation and termination, the Corporation has the option to approve vesting of the SERP account, in consideration for the departing executive performing their duties in good faith during the notice period and as expected by the Company. If the vested portion of the SERP account is less than $100,000 the benefit shall be provided in a lump-sum payment, less applicable withholding taxes. If the vested portion of the SERP account is $100,000 or more, the executive may receive the benefit as a lump-sum payment, less applicable withholding taxes, or a lump-sum contribution to a Retirement Compensation Arrangement ("RCA") as defined under the Income Tax Act (Canada). Management Information Circular PAGE -31- The table below outlines the notional value of each NEO's SERP as at December 31, 2022 in USD$ converted at the year-end 2022 exchange rate CAD$1.00=USD$0.7383. Name WTW Management retained WTW in 2021 to provide compensation advice and other related services. WTW provided the following services in respect of 2021: •Reviewed executive and Director compensation benchmarking and recommendations for the HRC; •Conducted Pay for Performance analysis; •Reviewed management information circular; and •Provided advice on other executive and board-level matters. CAD$100,471 Nil (1) Reported associated fees may be estimates given billing occurs after the services have been provided and/or may be those fees billed in the respective year and excludes HST. Any services performed by an independent compensation advisory firm requires HRC approval and the Chair of the HRC approves all invoices for work performed by such firms. In 2021 and 2022, the HRC reviewed and considered the information and advice provided by WTW, among other factors, when it made its recommendations to the Board for approval. The Board, however, makes the final decisions with respect to executive compensation after considering the HRC's recommendations. WTW was first retained by the Company in 2017. Management Information Circular PAGE -32- Board Outreach The Board is committed to aligning executive pay with the performance of the Company and in doing so is committed to its outreach program with representatives and advisors to institutional investors, when deemed to be required or when requested. Several advisory group