AGNICO-EAGLE MINES LIMITED

Suite 500
145 King Street East
Toronto, Ontario
M5C 2Y7

2003 ANNUAL MEETING OF SHAREHOLDERS

NOTICE
IS HEREBY GIVEN that the annual meeting of the shareholders of Agnico-Eagle Mines Limited (the "Corporation") will be held in the Toronto I Room, Toronto Hilton, 145 Richmond
Street West, Toronto, Ontario, Canada, on Thursday, June 19, 2003 at 10:30 a.m. (Toronto time) for the following purposes:

Full
particulars of the foregoing matters are set forth in the accompanying management information circular. A copy of the Annual Report of the Corporation containing the consolidated
financial statements of the Corporation as at and for the year ended December 31, 2002, together with the report of the auditors thereon, also accompanies this notice.

Shareholders
are invited to attend the meeting. Shareholders of record at the close of business on May 6, 2003 will be entitled to receive notice of and vote at the meeting,
except to the extent that a person has transferred any common shares of the Corporation after that date and the transferee of those common shares properly establishes ownership of such common shares
and requests, not later than the commencement of the meeting, that the transferee's name be included in the list of shareholders eligible to vote at the meeting, in which case the transferee is
entitled to vote such common shares at the meeting. As described in the accompanying management information circular and the form of proxy enclosed herewith, proxies to be used at the meeting may be
(1) returned by mail or delivery to Computershare Trust Company of Canada or the Corporation, (2) transmitted by telephone or (3) transmitted via the Internet, in each case at
least 48 hours prior to the Meeting.

DATED
at Toronto, Ontario, this 23rd day of April, 2003.



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AGNICO-EAGLE MINES LIMITEDMANAGEMENT INFORMATION CIRCULAR

SOLICITATION OF PROXIES

This Management Information Circular is furnished in connection with the solicitation of proxies by management of Agnico-Eagle Mines
Limited (the "Corporation") for use at the annual meeting of the shareholders of the Corporation or any adjournment thereof (the "Meeting") to be held in the Toronto I Room, Toronto Hilton, 145
Richmond Street West, Toronto, Ontario, Canada, on Thursday, June 19, 2003, at 10:30 a.m. (Toronto time) for the purposes set forth in the notice of meeting (the "Notice") accompanying
this management information circular (the "Circular").While it is expected that the solicitation will be primarily by mail, proxies may be solicited personally or by telephone
by directors, officers and regular employees of the Corporation. The cost of this solicitation will be borne by the Corporation. Unless otherwise stated, all information in this Circular is given as
of April 23, 2003 and all dollar amounts are stated in Canadian dollars.

APPOINTMENT OF PROXIES

The individuals named in the accompanying form of proxy are the President and Chief Executive Officer and the Vice-President, Corporate Affairs of the
Corporation.A shareholder has the right to appoint a person (who need not be a shareholder) other than the persons named in the proxy to represent him at the Meeting either by
inserting such person's name in the blank space provided in the form of proxy and striking out the other names. A form of proxy will not be valid unless it is completed and returned as set out below
at least 48 hours prior to the commencement of the Meeting.

Registered Shareholders

In addition to voting in person at the Meeting, a registered shareholder (a shareholder whose name appears on its share certificates) may vote by mail, by
telephone or via the Internet.

To vote by mail:complete, sign and date the form of proxy and return in the enclosed envelope to Computershare Trust Company
of Canada or the Corporation's registered office.

To vote by telephone:(available in Canada and the United States only) call the toll-free phone number
specified on the enclosed form of proxy from a touch tone telephone and, when prompted, enter your Holder Account Number and Proxy Access Number set out on the form of proxy and then listen for voting
instructions.

To vote via the Internet:go to the website specified on the enclosed form of proxy enter the Holder Account Number and Proxy
Access Number set out on the form of proxy and then follow the voting instructions on the screen. If your form of proxy does not contain a Holder Account Number or a Proxy Access Number you will not
be able to vote by telephone or via the Internet.

If you vote by telephone or via the Internet, DO NOT complete or return the proxy form.Voting by mail is the only method for voting
holdings held in the name of a corporation or holdings being voted on behalf of another individual. Voting by mail or via the Internet are the only methods by which a holder may appoint a person as
proxy other than the management nominees named on the form of proxy.

Non-Registered Shareholders

A non-registered shareholder (a shareholder whose shares are registered in the name of an intermediary such as a bank, trust company, securities
broker, trustee or custodian or a clearing agency in which the intermediary participates) may vote (1) by using the form of proxy or the request for voting instruction form, if one has been
provided by your intermediary, or (2) by attendance at the Meeting (after having completed and returned a form of proxy or voting instruction form, as the case may be, as set out below in
" To vote in person at the Meeting").Each intermediary has its own procedures which should be carefully followed by non-registered
shareholders to ensure that their shares are voted at the Meeting.These procedures generally allow voting by telephone, via the Internet, by mail or by fax and the applicable
instructions for each such method of voting are set out in the form of proxy or voting instruction form.

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To vote in person at the Meeting:(i) if you have received a form of proxy from an intermediary, follow the instructions set
out on the form of proxy, appoint yourself proxyholder, and return the form of proxy in accordance with the instructions set out on the form or (ii) if you have received a voting instruction
form from an intermediary, follow the instructions set out on the voting instruction form, insert your name as appointee and return the voting instruction form in accordance with the instructions set
out on the form. Do not otherwise complete the proxy or voting instruction form sent to you as your vote will be taken and counted at the Meeting.

To vote by proxy or by giving a voting instruction:(i) if you received a form of proxy from an intermediary, follow the
instructions set out on the form of proxy to complete and return the form of proxy in accordance with the instructions set out on the form of proxy or (ii) if you have received a voting
instruction form from an intermediary, follow the instructions set out on the voting instruction form to complete and return the form in accordance with the instructions set out on the voting
instruction form.

REVOCATION OF PROXIES

Proxies given by shareholders for use at the Meeting may be revoked at any time prior to their use. In addition to revocation in any other manner permitted by
law, a proxy may be revoked by depositing an instrument in writing executed by the shareholder or his attorney authorized in writing, or, where the shareholder is a corporation, by a duly authorized
officer or attorney of the corporation, with the Corporation at its registered office, Suite 500, 145 King Street East, Toronto, Ontario M5C 2Y7, at any time up to and including the last
business day preceding the day of the Meeting, or any adjournment thereof, at which the proxy is to be used, or with the Chairman of the Meeting on the day of the Meeting or any adjournment thereof,
and upon either of such deposits the proxy is revoked.

DISCRETIONARY AUTHORITY AND VOTING OF PROXIES

On any ballot that may be called for, the common shares represented by proxies in favour of the persons named by management will be voted for, against or withheld
from voting on, the matters identified in the form of proxy, in each case in accordance with the instructions of the shareholder.In the absence of any instructions on the form
of proxy, the persons named in the enclosed form of proxy intend to vote the common shares represented by proxies (i) for the election of management's nominees as directors; (ii) for the
appointment of management's nominees as the auditors and the authorization of the directors to fix the remuneration of the auditors; and (iii) in accordance with management's recommendations
with respect to amendments or variations of the matters set out in the Notice or any other matters which may come before the Meeting. The proxy confers discretionary authority upon the persons named
therein with respect to amendments or variations of the matters set out in the Notice or any other matters that may properly come before the Meeting.

VOTING SHARES AND PRINCIPAL HOLDERS THEREOF

The record date (the "Record Date") for the determination of shareholders entitled to receive notice of and vote at the Meeting has been fixed as May 6,
2003.

As
of the date of this Circular, 83,768,994 common shares of the Corporation are issued and outstanding. Each common share carries the right to one vote and all common shares may be
voted at the Meeting. Unless otherwise specified, the affirmative vote of a majority of the votes cast at the Meeting is required for approval of each matter set forth in this Circular.

In
accordance with the provisions of theBusiness Corporations Act(Ontario) (the "OBCA"), the Corporation will prepare a list of holders
of common shares on the Record Date. Each holder of common shares named in the list will be entitled to vote the common shares shown opposite his name on the list at the Meeting, except to the extent
that:



2

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Fidelity
Management & Research Company, Fidelity Management Trust Company and Fidelity International Limited have filed reports with securities regulators stating that they
collectively have control over 12,235,214 common shares of the Corporation (14.40%) and that FMR Corp. may be deemed a joint actor with each of the above entities as certain officers of FMR Corp. are
trustees of certain of such entities. As at the date hereof, to the knowledge of the directors and senior officers of the Corporation, no other person or corporation beneficially owns or exercises
control or direction over common shares of the Corporation carrying more than 10% of the votes attached to common shares of the Corporation.

SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth the number of common shares of the Corporation owned by each director, nominee for election as director and executive officer of
the Corporation as of April 23, 2003. In each case, the number of common shares listed in the table includes common shares purchased under the Corporation's Employee Stock Option Plan (the
"ESOP"), the Incentive Share Purchase Plan (the "Incentive Plan") or on the open market but excludes common shares underlying immediately exercisable options.

|Name of Beneficial Owner                                               |  | Number of Common Shares of the Corporation Beneficially Owned, Controlled or Directed (Directly or Indirectly) |    
|---------------------------------------------------------------------- |  | -------------------------------------------------------------------------------------------------------------- | ---
|James D. Nasso, Director and Chairman of the Corporation               |  | NIL                                                                                                            |    
|Sean Boyd, Director, President and Chief Executive Officer             |  | 128,506                                                                                                        |    
|John T. Clement, Director and Vice-President                           |  | 4,825                                                                                                          |    
|Douglas R. Beaumont, Director                                          |  | 4,666                                                                                                          |    
|Dr. Alan Green, Director                                               |  | 83,251                                                                                                         | (1)
|Bernard Kraft, Director                                                |  | 4,825                                                                                                          |    
|Ernest Sheriff, Director                                               |  | 9,825                                                                                                          | (2)
|Leanne M. Baker, Director                                              |  | NIL                                                                                                            |    
|Mel Leiderman, Director                                                |  | NIL                                                                                                            |    
|Eberhard Sherkus, Executive Vice-President and Chief Operating Officer |  | 42,909                                                                                                         |    
|David Garofalo, Vice-President, Finance and Chief Financial Officer    |  | 22,834                                                                                                         |    
|Barry Landen, Vice-President, Corporate Affairs                        |  | 50,345                                                                                                         |    
|Anton Adamcik, Vice-President, Environment                             |  | 3,127                                                                                                          |    
|Donald G. Allan, Vice-President, Corporate Development                 |  | 233                                                                                                            |    
|Alain Blackburn, Vice-President, Exploration                           |  | 1,287                                                                                                          |    

Notes:

3

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ELECTION OF DIRECTORS

The articles of the Corporation provide that the number of directors shall be a minimum of five and a maximum of 12. By special resolution of the shareholders of
the Corporation approved at the annual and special meeting of the Corporation held on June 27, 1996, the shareholders determined the number of directors within such minimum and maximum to be 12
until changed by a resolution of the Board of Directors. On April 23, 2003, the Board of Directors passed a resolution that set the number of directors of the Corporation at eight, effective at
the end of the Meeting.

Listed
in the chart below are the names of the eight directors of the Corporation who are proposed as nominees for election as directors of the Corporation to serve until the next annual
meeting of shareholders of the Corporation after the Meeting or until their successors are elected or appointed. All of the nominees currently serve as directors of the Corporation, including Leanne
M. Baker and Mel Leiderman, who were appointed by the board of directors effective January 1, 2003. Under the Corporation's retirement policy (the "Retirement Policy"), directors elected or
appointed before April 14, 1998 are required to retire at the age of 75 and directors elected or appointed on or after April 14, 1998 are required to retire at the age of 70. Irving
Dobbs and Wencel Hubacheck, each of whom is over the age of 75, retired on December 31, 2002 and will not stand for re-election. John T. Clement, Q.C., currently a
Vice-President and Director of the Corporation, will turn 75 in August 2003 and, accordingly, will not stand for re-election at the Meeting and will retire from his
position as Vice-President of the Corporation at the conclusion of the Meeting. He will, however, continue to serve on the board of Sudbury Contact Mines Limited ("Sudbury Contact"), the
Corporation's 63.7%-owned subsidiary. The information set out above as to the number of common shares of the Corporation owned by nominees for election as directors is not within the knowledge of
management and has been furnished by the nominees.

On any ballot that may be called relating to the election of directors, the persons named as proxies in the enclosed form of proxy intend to vote the common
shares represented by proxies in favour of management nominees for the election of such persons as directors of the Corporation, unless a shareholder has specified in his proxy that his common shares
are to be withheld from voting for the election of directors. In the event that any vacancies occur in the slate of such nominees, the persons named as proxies in the enclosed form of proxy intend to
vote the common shares represented by such proxies for the election of such other person or persons as directors in accordance with the best judgment of management.

4

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NOMINEES FOR ELECTION AS DIRECTOR

|Name                              |  | Position and Office with the Corporation or Significant Affiliate (1)                     |  | Date since which a Director of the Corporation |  | Principal Occupation and Name of Employer                                        
|--------------------------------- |  | ----------------------------------------------------------------------------------------- |  | ---------------------------------------------- |  | ---------------------------------------------------------------------------------
|                                  |  |                                                                                           |  |                                                |  |                                                                                  
|LEANNE M. BAKER                   |  | Director of the Corporation                                                               |  | January 1, 2003                                |  | Consultant to the mining and financial services industries (2)                   
|DOUGLAS R. BEAUMONT, P.ENG.(3)(4) |  | Director of the Corporation                                                               |  | February 25, 1997                              |  | Retired (formerly Senior Vice-President, Process Technology, Kilborn SNC Lavalin)
|SEAN BOYD, C.A.(5)                |  | President and Chief Executive Officer and Director of the Corporation and Sudbury Contact |  | April 14, 1998                                 |  | President and Chief Executive Officer of the Corporation                         
|DR. ALAN GREEN(3)(4)              |  | Director of the Corporation                                                               |  | August 8, 1995                                 |  | Dentist, self-employed                                                           
|BERNARD KRAFT, C.A.(3)(6)         |  | Director of the Corporation                                                               |  | March 12, 1992                                 |  | Chartered Accountant, senior partner of Kraft and Partners, Chartered Accountants
|MEL LEIDERMAN, C.A.(6)            |  | Director of the Corporation                                                               |  | January 1, 2003                                |  | Chartered Accountant, managing partner of Lipton Wiseman Altbaum and Partners LLP
|JAMES D. NASSO(6)                 |  | Chairman of the Corporation (7)                                                           |  | June 27, 1986                                  |  | Retired (formerly President, Unilac Limited (manufacturer of infant formula))    
|ERNEST SHERIFF(4)                 |  | Director of the Corporation                                                               |  | March 29, 1996                                 |  | Prospector, self-employed                                                        

Notes:

APPOINTMENT OF AUDITORS

On any ballot that may be called relating to the appointment of auditors, the persons named as proxies in the enclosed form of proxy
intend to vote the common shares represented by proxies in favour of management nominees for the appointment of the firm of Ernst & Young LLP, Chartered Accountants ("Ernst &
Young") as the auditors of the Corporation and the authorization of the directors to fix the remuneration of the auditors, unless a shareholder signing such proxy specifies
otherwise.

Representatives
of Ernst & Young are expected to be present at the Meeting and available to respond to appropriate questions and will have the opportunity to make a statement if
they desire to do so.

5

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EXECUTIVE COMPENSATION

The executive officers of the Corporation are Sean Boyd, President and Chief Executive Officer, Eberhard Scherkus, Executive Vice-President and Chief
Operating Officer, David Garofalo, Vice-President, Finance and Chief Financial Officer, Barry Landen, Vice-President, Corporate Affairs, Anton Adamcik,
Vice-President, Environment, Donald Allan, Vice-President, Corporate Development, Alain Blackburn, Vice-President, Exploration and John T. Clement,
Vice-President. Donald Allan and Alain Blackburn were appointed to their current positions in May and October of 2002, respectively.

Compensation of Officers

Summary Compensation Table

The following table sets forth a summary of compensation earned during each of the last three financial years by the Corporation's Chief Executive Officer at any
time during 2002 and the four other most highly compensated executive officers (collectively, the "Named Executive Officers") who served as executive officers at the end of 2002:

|                                                                       |  | Annual Compensation |  | Long-Term Compensation Awards |  |                       
|---------------------------------------------------------------------- |  | ------------------- |  | ----------------------------- |  | ----------------------
|
|                                                                       |  |                     |  |                               |  |                       
|                                                                       |  |                     |  |                               |  |                       
|Sean Boyd
President and
Chief Executive Officer                        |  | 2002
2001
2000      |  | 555,481
455,000
425,000       |  | 225,000
127,500
35,000
|Eberhard Scherkus
Executive Vice-President and
Chief Operating Officer |  | 2002
2001
2000      |  | 402,596
330,000
310,000       |  | 135,000
75,000
19,000 
|David Garofalo
Vice-President, Finance and
Chief Financial Officer     |  | 2002
2001
2000      |  | 270,096
220,000
182,000       |  | 73,000
37,000
9,000   
|Barry Landen
Vice-President, Corporate Affairs                         |  | 2002
2001
2000      |  | 214,038
194,000
182,000       |  | 56,000
34,000
8,000   
|Anton Adamcik
Vice-President, Environment                              |  | 2002
2001
2000      |  | 193,654
178,000
171,000       |  | 47,000
27,000
7,000   

Notes:

6

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Options to Purchase Securities

Under the ESOP, options to purchase common shares of the Corporation may be granted to directors, officers, employees of, and service providers to, the
Corporation and its subsidiaries. The exercise price of options granted under the ESOP may not be less than the closing market price for the common shares of the Corporation on The Toronto Stock
Exchange (the "TSX") at the time of grant. The ESOP provides that options will be exercisable during a period established by the Compensation Committee not to exceed ten years from the date such
option was granted. The Compensation Committee adopted a policy on April 24, 2001 pursuant to which options granted after such date shall be exercisable during a period established by the
Compensation Committee not to exceed five years from the date such option was granted.

The
ESOP was amended on April 22, 1999 to permit the grant of options to eligible corporations controlled by an eligible optionee and eligible family trusts of eligible optionees.
The amendments also provided for the assignment, subject to stock exchange approval on a case-by-case basis, of options by optionees to a limited category of eligible
assignees. Included in this category are the spouse, minor children, minor grandchildren and registered retirement savings plans of an optionee, as well as eligible corporations and family trusts. The
ESOP was also amended to provide that, in the event of a compulsory acquisition or going private transaction,
an optionee will be entitled to participate in the transaction as if he or she had exercised options granted under the ESOP prior to completion of the transaction. The ESOP was further amended by
resolution at the annual and special meeting of the shareholders of the Corporation on May 31, 2001 to increase the maximum number of common shares reserved for issuance under the ESOP from
6,000,000 to 8,000,000.

Aggregate Option Grants During Year Ended December 31, 2002

During
the year ended December 31, 2002, an aggregate of 520,000 options to purchase common shares of the Corporation were granted to the Named Executive Officers under the ESOP
and an aggregate of 343,000 options to purchase common shares of Sudbury Contact were granted to the Named Executive Officers under Sudbury Contact's Employee Stock Option Plan by reason of
their position as officers and/or directors of Sudbury Contact. The following table sets forth a summary of grants of options to the Named Executive Officers during the year, all of which were granted
on January 10, 2002.

|Name              |  | Common Shares Under Options Granted (#)   |  | % of Total Option Grants in 2002 (1) |  | Exercise Price ($/Security) |  | Market Value of Securities Underlying Options on Date of Grant
($/Security) |  | Expiration Date              
|----------------- |  | ----------------------------------------- |  | ------------------------------------ |  | --------------------------- |  | --------------------------------------------------------------------------- |  | -----------------------------
|                  |  |                                           |  |                                      |  |                             |  |                                                                             |  |                              
|Sean Boyd         |  | 225,000 (2)
118,000 (3)
(Sudbury Contact) |  | 16.56%
17.23%                        |  | 15.93
2.50                  |  | 15.93
2.50                                                                  |  | January 10, 2007
May 15, 2012
|Eberhard Scherkus |  | 135,000 (2)
75,000 (3)
(Sudbury Contact)  |  | 9.94%
10.95%                         |  | 15.93
2.50                  |  | 15.93
2.50                                                                  |  | January 10, 2007
May 15, 2012
|David Garofalo    |  | 75,000 (2)
50,000 (3)
(Sudbury Contact)   |  | 5.52%
7.30%                          |  | 15.93
2.50                  |  | 15.93
2.50                                                                  |  | January 10, 2007
May 15, 2012
|Barry Landen      |  | 50,000 (2)
50,000 (3)
(Sudbury Contact)   |  | 3.68%
7.30%                          |  | 15.93
2.50                  |  | 15.93
2.50                                                                  |  | January 10, 2007
May 15, 2012
|Anton Adamcik     |  | 35,000 (2)
50,000 (3)
(Sudbury Contact)   |  | 2.58%
7.30%                          |  | 15.93
2.50                  |  | 15.93
2.50                                                                  |  | January 10, 2007
May 15, 2012

Notes:

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Aggregate Option Exercises during Year Ended December 31, 2002 and Option Values as at December 31, 2002

The following table sets forth, on an aggregate basis, the number and value of securities acquired on the exercise of options during the year ended
December 31, 2002 by the Named Executive Officers and the number and value of unexercised options as at December 31, 2002:

|Name              |  | Securities Acquired on Exercise (#) |  | Aggregate Value Realized ($) (1) |  | Unexercised Options at December 31, 2002
Exercisable/Unexercisable |  | Value of Unexercised in-the-Money Options at December 31, 2002 ($) (2)
Exercisable/Unexercisable
|----------------- |  | ----------------------------------- |  | -------------------------------- |  | ------------------------------------------------------------------ |  | ------------------------------------------------------------------------------------------------
|Sean Boyd         |  | 266,000 (3)
NIL (4)                 |  | 4,799,850 (3)
NIL (4)            |  | 463,950/40,000 (3)
318,000/0 (Sudbury Contact) (4)                 |  | 4,392,864/555,700 (3)
290,000 (4)                                                               
|Eberhard Scherkus |  | 149,000 (3)
NIL (4)                 |  | 2,454,200 (3)
NIL (4)            |  | 331,200/30,000 (3)
200,000/0 (Sudbury Contact) (4)                 |  | 3,182,386/427,400 (3)
181,250 (4)                                                               
|David Garofalo    |  | 66,000 (3)
NIL (4)                  |  | 786,880 (3)
NIL (4)              |  | 88,000/15,000 (3)
110,000/0 (Sudbury Contact) (4)                  |  | 723,090/213,200 (3)
60,000 (4)                                                                  
|Barry Landen      |  | 35,000 (3)
NIL (4)                  |  | 358,600 (3)
NIL (4)              |  | 165,000/11,000 (3)
125,000/0 (Sudbury Contact) (4)                 |  | 1,542,100/161,480 (3)
87,000 (4)                                                                
|Anton Adamcik     |  | 62,500 (3)
NIL (4)                  |  | 760,920 (3)
NIL (4)              |  | 113,000/11,000 (3)
130,000/0 (Sudbury Contact) (4)                 |  | 1,027,090/161,480 (3)
116,000 (4)                                                               

Notes:

Incentive Share Purchase Plan

In 1997, the shareholders of the Corporation approved the Incentive Plan to encourage directors, officers and full-time employees (the "Participants")
of the Corporation and its subsidiaries to purchase the Corporation's common shares on a regular basis. Full-time employees who have been continuously employed by the Corporation or its
subsidiaries for at least 12 months are eligible each January 1 to participate in the Incentive Plan. Eligible employees may contribute up to 10% of their basic annual salary through
monthly payroll deductions or quarterly payments by cheque and directors may contribute up to 100% of their annual Board and committee retainer fees. The Corporation contributes an amount equal to 50%
of the Participant's contributions and, on March 31, June 30, September 30 and December 31 of each year (or the next preceding business day), issues to each Participant
common shares of the Corporation at current market prices having a value equal to the amounts contributed by such Participant and the Corporation. The Corporation may advance loans to fund
contributions to the Incentive Plan by Participants. The plan was amended on April 23, 2003 to provide that loans may only be advanced to Participants who are not directors or officers of the
Corporation. The Corporation did not make any interest-free loans to directors and officers wishing to make purchases under the Incentive Plan in 2002. Any common shares acquired under the
Incentive Plan with the proceeds of such loans must be pledged to the Corporation to secure the repayment of the loans. The loans advanced under the Incentive Plan have a ten-year term
with recourse limited to the purchased shares. The Incentive Plan requires repayment of the loan within two years after death or departure from the Corporation and immediate repayment of the loan out
of any proceeds of sale of the shares. See "Indebtedness of Directors, Executive Officers and Senior Officers".

Participation
in the Incentive Plan terminates upon the earlier of (i) the termination of the Participant's relationship with the Corporation, (ii) the Participant's death,
or (iii) the termination of the Incentive Plan. In

8

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such
event, all unused Participant contributions will be returned to the Participant or the Participant's estate. The Incentive Plan was amended by resolution at the annual and special meeting of the
shareholders of the Corporation on June 21, 2002 to increase the maximum number of common shares reserved for issuance under the Incentive Plan from 1 million to 2.5 million
shares. In 2002, a total of 138,737 common shares were issued under the Incentive Plan.

Pension Arrangements

The Agnico-Eagle Mines Limited Employees Pension Plan  B Don LaRonde Division (Salaried) (the "Basic Plan") is a defined
contribution pension plan registered under theIncome Tax Act(Canada). Annual employer contributions of 5% of pensionable earnings are
accumulated with investment income to retirement, at which time an annuity is purchased from an insurance company. Contributions are limited each year by limits prescribed in the Income Tax Act(Canada), a maximum of $13,500 in 2002. Effective July 1, 1997, the accrued pensions of members of Part A of the
Basic Plan were either held in the Basic Plan as a frozen defined benefit or converted to cash values and transferred to individual Pension Accounts in Part B of the Basic Plan.

The
four individual Retirement Compensation Arrangement Plans ("RCA Plans") for Messrs. Boyd, Scherkus, Adamcik and Landen provide pension benefits which are generally equal (on
an after-tax basis) to what the pension benefits would be if they were provided directly from a registered pension plan. There are no pension benefit limits under the RCA Plans. The RCA
Plans provide an annual pension at age 60 equal to 2% of the executive's final three-year average pensionable earnings for each year of continuous service with the Corporation, less the
annual pension payable under the Basic Plan. Payments under the RCA Plans are secured by a letter of credit from a Canadian chartered bank.

9

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The
following chart provides illustrations of the total estimated pension payable from both the RCA Plan and the Basic Plan assuming various current pensionable earnings, current ages
and total years of service to retirement at age 60. In all cases, it was assumed that current pensionable earnings would increase at the rate of 3% per annum, compounded annually.

|         |  |    |  | Total Years of Service with the Company to Age 60 (1)(2)
|-------- |  | -- |  | --------------------------------------------------------
|
|
|         |  |    |  |                                                         
|$150,000 |  | 45 |  | $                                                       
|         |  | 50 |  |                                                         
|         |  | 55 |  |                                                         
|         |  | 60 |  |                                                         
|$200,000 |  | 45 |  | $                                                       
|         |  | 50 |  |                                                         
|         |  | 55 |  |                                                         
|         |  | 60 |  |                                                         
|$300,000 |  | 45 |  | $                                                       
|         |  | 50 |  |                                                         
|         |  | 55 |  |                                                         
|         |  | 60 |  |                                                         
|$400,000 |  | 45 |  | $                                                       
|         |  | 50 |  |                                                         
|         |  | 55 |  |                                                         
|         |  | 60 |  |                                                         
|$450,000 |  | 45 |  | $                                                       
|         |  | 50 |  |                                                         
|         |  | 55 |  |                                                         
|         |  | 60 |  |                                                         
|$550,000 |  | 45 |  | $                                                       
|         |  | 50 |  |                                                         
|         |  | 55 |  |                                                         
|         |  | 60 |  |                                                         
|$600,000 |  | 45 |  | $                                                       
|         |  | 50 |  |                                                         
|         |  | 55 |  |                                                         
|         |  | 60 |  |                                                         
|$700,000 |  | 45 |  | $                                                       
|         |  | 50 |  |                                                         
|         |  | 55 |  |                                                         
|         |  | 60 |  |                                                         

Notes:

Employment Contracts/Termination Arrangements

Each of Messrs. Boyd, Scherkus, Adamcik, Landen and Garofalo has an employment agreement with the Corporation which provides for an annual base salary,
bonus and certain pension, health, dental and other insurance and automobile benefits. These agreements, which were amended in December 2002, provide that annual base salaries will be reviewed
by the Board of Directors and will not be less than $195,000 in the case of Mr. Adamcik, $216,000 in the case of Mr. Landen, $290,000 in the case of Mr. Garofalo, $435,000 in the
case of Mr. Scherkus and $600,000 in the case of Mr. Boyd. The aforementioned amounts may be increased at

10

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the
discretion of the Board of Directors. If the respective agreements are terminated other than for cause, death or disability, or upon their resignations following certain events, including a
substantial alteration of responsibilities, a reduction of base salary or benefits, an office relocation of greater than 50 miles, a failure to obtain a satisfactory agreement from any successor to
assume such officer's employment agreement or provide such officer with a comparable position, duties, salary and benefits or any change in control of the Corporation, all of the above named
individuals would be entitled to payment equal to two and one-half times such officer's annual base salary at the date of termination plus an amount equal to two and one-half
times such officer's annual bonus (averaged over the preceding two years) and a continuation of benefits for up to two years or until such earlier date on which such officer commences new employment.
In addition, all of the Named Executive Officers are entitled to participate under the Corporation's ESOP and Incentive Plan. See " Incentive Share Purchase Plan".

Composition of Compensation Committee

The Compensation Committee consists of Messrs. Beaumont, Kraft and Dr. Green, none of whom is an officer or employee or former officer or employee
of the Corporation or any of its subsidiaries and all of whom are considered to be unrelated to and independent from the Corporation. Each member of the Compensation Committee had amounts of
indebtedness to the Corporation outstanding during 2002 under the Corporation's incentive share purchase plan (see "Executive Compensation  Share Purchase
Plan"). However, all such indebtedness was repaid in full in 2002. The mandate of the Compensation Committee is to review management compensation policies and to make recommendations for the approval
of the Board of Directors with respect to remuneration of executive officers of the Corporation. The Committee is also responsible for administering the ESOP, making recommendations to the Board of
Directors with respect to pension, stock option and other incentive plans for the benefit of executive officers and determining compensation paid to directors of the Corporation.

The
Committee met twice during 2002 and reviewed the Corporation's executive compensation policies or programs and recommended changes to the base salaries and options provided to
executive officers to be effective in the Corporation's 2003 fiscal year. The increase was considered necessary to make the compensation of the Corporation's officers consistent with that of other
corporations in the same industry as the Corporation. The Committee also increased the compensation of directors and recommended the grant of options to them under the ESOP. See
" Compensation of Directors".

Report on Executive Compensation

Compensation Philosophy

The goal of the Corporation is to create value for its shareholders. Accordingly, compensation for executive officers is based on the following principles: it
must provide a strong incentive for officers to achieve the Corporation's goals each year; it must ensure that the interest of management and the shareholders are aligned; and it must enable the
Corporation to attract and retain the quality of people necessary to its business. It is important that compensation recognize and reward individual performance as well as the performance of the
Corporation as a whole. The compensation paid to executive officers consists of base salary, annual cash bonuses and long-term incentives. Cash bonuses and long-term
incentives, specifically stock options, are linked to increases in shareholder value and the contribution of each executive officer to that principal goal. The Corporation believes that annual
incentives are dependent upon corporate and individual performance and stock options play an important role in building shareholder value by tying the compensation of executive officers to performance
and aligning their interests with the long-term interests of the Corporation and its shareholders.

Base Salary

Base salary is generally the principal component of an executive officer's compensation package. For the Named Executive Officers, the minimum level of annual
base salary is specified under employment agreements, although amounts in excess of the base salary may be awarded in the discretion of the Board of Directors. See "Executive
Compensation  Employment Contracts/Termination Arrangements". Annual base salary for other executive officers is reviewed annually, taking into account the
individual's performance and compensation levels established for mining industry executives generally.

11

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Annual Bonus

Bonuses over established salary are awarded to executive officers and other employees for outstanding performance. In setting the amount of the bonus, the Board
of Directors gives weight to the annual performance and profitability of the Corporation, the contribution of the individual to that success and the level of responsibility of the employee within the
Corporation. In 2002, an aggregate of $536,000 in cash bonuses were awarded to the executive officers of the Corporation.

Stock Options

Long-term incentives for executive officers and other employees have been provided through stock options granted under the ESOP. Grants of stock
options are generally based on three factors: the employee's performance, the employee's level of responsibility within the Corporation and the number and exercise price of options previously issued
to the employee. Although the ESOP provides for the grant of options exercisable during a period not to exceed ten years from the dates such options are granted, on April 24, 2001 the
Compensation Committee adopted a policy pursuant to which options granted after such date shall be exercisable during a period established by the Compensation Committee not to exceed five years from
the dates such options are granted. During the year ended December 31, 2002, the Compensation Committee approved the grant of 620,000 stock options to the executive officers of the Corporation.
See "Executive Compensation  Options to Purchase Securities  Aggregate Option Grants During Year Ended December 31,
2002".

Chief Executive Officer's 2002 Compensation

Mr. Boyd served as President and Chief Executive Officer of the Corporation and received a $555,481 base salary in 2002. In determining the base salary of
Mr. Boyd, the Compensation Committee reviewed industry surveys prepared by independent consultants, an internally generated industry survey and public information regarding base salaries paid
to chief executive officers of public companies of comparable size and complexity. The Committee also considered other factors such as Mr. Boyd's responsibilities and contribution to business
performance such as his leadership in connection with the expansion of operations at the LaRonde mine and the Corporation's overall past and anticipated future performance. The principal
responsibilities of the President and Chief Executive Officer include selecting and appointing senior officers, establishing and monitoring long-term strategic corporate objectives and
supervising the Corporation's mining exploration and development activities.

Despite
difficulties in 2002 related to the start-up of the expansion of the mine and mill to 7,000 tons of ore per day, the Corporation had record gold production in
the year and a significant improvement in net income, with the Company reporting a year-end profit for the first time since 1996. In addition, the Corporation ended the year in a strong
financial position, with cash resources of nearly $253 million. Throughout the year the Corporation, led by the President and Chief Executive Officer, pursued the 7,000 tons per day
expansion of the mine and mill, two financings which raised over $450 million and the examination of several acquisition opportunities. He also steered the Corporation through the operating
challenges at the LaRonde mine which resulted in delays in mine development in 2002. Under his leadership, the Corporation also replaced its gold reserves and increased its gold resources.
Mr. Boyd oversaw the expansion of the diamond project held by the Corporation's 63.7% subsidiary, Sudbury Contact, the continued rationalization of the Corporation's structure and the
implementation of plans to increase Sudbury Contact's independence from the Corporation.

The
foregoing report is submitted by the Compensation Committee of the Board of Directors.

Bernard
Kraft, C.A.
Douglas R. Beaumont
Dr. Alan Green

12

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Compensation of Directors

The Corporation pays to each director, other than the President, who does not receive standard directors' fees, a fee of $1,000 for each meeting of the Board of
Directors or committee of the Board attended, as well as an annual retainer of $18,000, except for Mr. Nasso, the Chairman of the Board, who is paid an annual fee of $50,000. Directors are also
entitled to participate under the ESOP and the Incentive Plan. Committee chairs receive an annual fee of $3,000. In 2002, the Corporation issued a total of 7,561 common shares of the Corporation to
directors under the Incentive Plan. In 2002, the Corporation granted directors options to acquire a total of 241,000 common shares of the Corporation. As at April 23, 2003, directors of the
Corporation, including Mr. Boyd, held options to acquire 952,250 common shares of the Corporation. In respect of Mr. Boyd, see "Executive
Compensation  Options to Purchase Securities  Aggregate Option Grants During Year Ended December 31, 2002".

Messrs. Boyd,
Clement and Nasso, directors of the Corporation, are also directors of Sudbury Contact, an affiliate of the Corporation, which pays to each director, other than
Mr. Boyd, a fee of $300 for each meeting of its Board of Directors or committee of the Board attended.

Mr. Boyd
also serves as President and Chief Executive Officer of Sudbury Contact and received no remuneration for these offices. For the year ended December 31, 2002,
Mr. Boyd was granted 118,000 options to purchase common shares of Sudbury Contact under Sudbury Contact's Employee Stock Option Plan.

For
the year ended December 31, 2002, Messers Clement and Nasso, in their capacity as directors of Sudbury Contact, were each granted 15,000 options to purchase
common shares of Sudbury Contact under Sudbury Contact's Employee Stock Option Plan.

Performance Graph

The following graph compares the total cumulative return of $100 invested in the Corporation's common shares on December 31, 1997 with the cumulative total
return for each of The S&P/TSX Composite Index (the "TSX Composite Index") and The Toronto Stock Exchange Gold and Precious Minerals Total Return Index (the "TSX Gold Index") over the
five-year period ended December 31, 2002 (in each case, assuming reinvestment of dividends):

LOGO

1997

1998

1999

2000

2001

2002Agnico-Eagle Mines Limited

100

82

139

118

205

305TSX Composite Index

100

98

132

139

82

107TSX Gold Index

100

94

78

70

83

105


13

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INDEBTEDNESS OF DIRECTORS,  EXECUTIVE OFFICERS AND SENIOR OFFICERS

No indebtedness was outstanding as at April 23, 2003 in connection with the purchase of securities of the Corporation or its subsidiaries of directors,
former directors, officers and employees of the Corporation or its subsidiaries to the Corporation and its subsidiaries. All loans in respect of which the Corporation had provided guarantees in 1998
to a Canadian chartered bank of the indebtedness of its officers and directors incurred to make market purchases of common shares of the corporation were repaid in 2002. The aggregate amount
outstanding as at April 23, 2003 for indebtedness of directors, former directors, officers and employees of the Corporation or its subsidiaries to the Corporation and its subsidiaries incurred
for purposes other than the purchase of securities of the Corporation or its subsidiaries or associates was $106,250, the outstanding amount of the loan advanced to Alain Blackburn to purchase a
residence as a relocation incentive.

The
following table contains information concerning indebtedness to the Corporation, excluding routine indebtedness, by directors, executive officers and senior officers of the
Corporation and associates of such persons.

|Name                                                                    |  | Involvement of Issuer or Subsidiary |  | Largest Amount Outstanding During Year Ended December 31, 2002 |  | Amount Outstanding as at April 23, 2003
|----------------------------------------------------------------------- |  | ----------------------------------- |  | -------------------------------------------------------------- |  | ---------------------------------------
|                                                                        |  |                                     |  |                                                                |  |                                        
|Jakmin Investments Limited                                              |  | Loan from Corporation (1)           |  | $2,347,027                                                     |  | NIL                                    
|Sean Boyd, President and Chief Executive Officer and Director           |  | Loan from Corporation (2)           |  | $132,625                                                       |  | NIL                                    
|Eberhard Scherkus, Executive Vice-President and
Chief Operating Officer |  | Loan from Corporation (2)           |  | $113,250                                                       |  | NIL                                    
|David Garofalo, Vice-President, Finance and
Chief Financial Officer     |  | Loan from Corporation (2)           |  | $70,900                                                        |  | NIL                                    
|Barry Landen, Vice-President, Corporate Affairs                         |  | Loan from Corporation (2)           |  | $60,572                                                        |  | NIL                                    
|                                                                        |  | Guarantee from Corporation (3)      |  | $150,000                                                       |  |                                        
|Anton Adamcik, Vice-President, Environment                              |  | Loan from Corporation (2)           |  | $17,450                                                        |  | NIL                                    
|Alain Blackburn, Vice-President, Exploration                            |  | Loan from Corporation (4)           |  | $112,500                                                       |  | $106,250                               
|John Clement, Vice-President and Director (5)                           |  | Loan from Corporation (2)           |  | $18,875                                                        |  | NIL                                    
|Charles Langston, former Chairman and Director (6)                      |  | Loan from Corporation (2)           |  | $30,000                                                        |  | NIL                                    
|Douglas Beaumont, Director                                              |  | Loan from Corporation (2)           |  | $31,875                                                        |  | NIL                                    
|Irving Dobbs, former Director (7)                                       |  | Loan from Corporation (2)           |  | $31,875                                                        |  | NIL                                    
|Alan Green, Director                                                    |  | Loan from Corporation (2)           |  | $31,875                                                        |  | NIL                                    
|Wencel Hubacheck, former Director (7)                                   |  | Loan from Corporation (2)           |  | $9,375                                                         |  | NIL                                    
|                                                                        |  |                                     |  |                                                                |  |                                        

14

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|Milton Klyman, former Director (8) |  | Loan from Corporation (2)      |  | $30,000  |  | NIL
|---------------------------------- |  | ------------------------------ |  | -------- |  | ---
|Bernard Kraft, Director            |  | Loan from Corporation (2)      |  | $31,875  |  | NIL
|James D. Nasso, Director           |  | Loan from Corporation (2)      |  | $26,250  |  | NIL
|                                   |  | Guarantee from Corporation (3) |  | $100,000 |  |    
|George Pon, former Director (8)    |  | Loan from Corporation (2)      |  | $1,875   |  | NIL
|Ernest Sheriff, Director           |  | Loan from Corporation (2)      |  | $26,250  |  | NIL

Notes:

INTEREST OF INSIDERS IN MATERIAL TRANSACTIONS  AND MANAGEMENT CONTRACTS

For the year ended December 31, 2002, the Corporation and certain of its subsidiaries paid $243,000 to Jakmin Investments for office rental and management
services rendered by it to such corporations from January 1, 2003 to September 1, 2003. The registered address of Jakmin Investments is Suite 500, 145
King Street East, Toronto, Ontario M5C 2Y7. Jakmin Investments is a corporation wholly owned by the Penna Estate. Mr. Landen, the Vice-President, Corporate Affairs of the
Corporation, is a trustee of the Penna Estate and, together with two other trustees, controls the Penna Estate. Mr. Landen is also a director of Jakmin Investments and serves as its President.
Ernest Sheriff, a director of the Corporation, is also a director of Jakmin Investments. The Corporation believes that the office rental and management service fees paid to Jakmin Investments up to
September 1, 2002 were as favourable to the Corporation as could be negotiated with an unaffiliated party. On September 1, 2002, the Corporation moved from the premises it was renting
from Jakmin Investments and all related contractual obligations between the Corporation and Jakmin Investments were terminated.

In
August 1998, the Corporation provided to Jakmin Investments an interest bearing loan in the amount of $750,000 to enable Jakmin Investments to purchase shares of Mentor
Exploration and Development Co.,

15

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Limited
("Mentor"), which was at the time an affiliate of the Corporation, from Long Shots Inc., a corporation in which the Corporation held an approximately 36% interest at the time. Both the
previously advanced non-interest bearing loan of $1,597,027 and the 1998 interest bearing loan of $750,000 were governed by a loan agreement dated August 14, 1998. Effective
January 1, 2000, the loan agreement was amended to extend the due date to January 1, 2002. Effective January 1, 2002, the loan agreement was amended so that both loans are payable
by Jakmin Investments on demand by the Corporation. The registered address of Mentor and Long Shots Inc. were Suite 2302, 401 Bay Street, Toronto, Ontario M5H 2Y4. On
April 29, 2002, both loans were repaid in full by Jakmin Investments.

Accordingly,
as of April 23, 2003, Jakmin Investments no longer holds an interest in any material contract with the Corporation.

For
the year ended December 31, 2002 and for the period from January 1, 2003 to the date hereof, the Corporation loaned $4,034,406 and $583,148, respectively, to Sudbury
Contact to fund ongoing exploration and operating activities. On May 13, 2002, the Corporation completed a transaction with Sudbury Contact which resulted in the elimination of $25,640,785 of
the outstanding amount owed by Sudbury Contact to the Corporation. The total indebtedness of Sudbury Contact to the Corporation at April 23, 2003 is $4,931,462, including accrued interest to
April 23, 2003 of $8,586. The rate of interest on the loan is 8% per annum. The loan is repayable on demand. The book value of the loan on the Corporation's financial statements is nil. The
registered address of Sudbury Contact is Suite 500, 145 King Street East, Toronto, Ontario M5C 2Y7.

16

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STATEMENT OF CORPORATE GOVERNANCE PRACTICES

The Corporation is required under the By-laws of the TSX to make disclosure of its corporate governance practices and provide a description of the
Corporation's system of corporate governance with specific reference to the guidelines (the "TSX Guidelines") set out in the TSX Company Manual and, where the Corporation's system is different from
any of those guidelines or where the guidelines do not apply to the Corporation's system, an explanation of the differences or their inapplicability.

The
following Statement of Corporate Governance Practices has been prepared by the Board's Governance Committee and approved by the Board of Directors.

The
Board of Directors believes that effective corporate governance contributes to improved corporate performance and enhanced shareholder value. The Corporation's governance practices
reflect the Board's assessment of the governance structure and process which can best serve to realize these objectives in the Corporation's particular circumstance. The Corporation's governance
practices are subject to review and evaluation through the Board's Governance Committee, to ensure that, as the Corporation's business evolves, changes in structure and process necessary to ensure
continued good governance are identified and implemented.

The
Board of Directors and management have been following the developments in corporate governance requirements and best practices standards in both Canada and the United States.
As these requirements and practices have evolved, the Corporation has responded in a positive and proactive way by assessing its practices against these requirements and modifying, or targeting for
modification, practices to bring them into compliance with these corporate governance requirements and best practices standards. The Corporation has also revised the charters for the Audit Committee,
the Compensation Committee and the Governance Committee to reflect the new and evolving corporate governance requirements and best practices standards in Canada and the United States.

Although
the introduction by the TSX of certain corporate governance listing standards (the "Proposed TSX Listing Standards") and certain amendments to its corporate governance
guidelines (the "Proposed TSX Amendments") have not yet advanced past the proposal stage, the Corporation has begun the process of conforming its governance standards to the Proposed TSX Listing
Standards and Proposed TSX Amendments.

Similarly,
although changes in the corporate governance requirements proposed by the New York Stock Exchange (the "Proposed NYSE Amendments") have not yet been finalized and may
not be applicable to non-U.S. companies, the Corporation is proceeding to conform its governance practices to the Proposed NYSE Amendments and intends to comply with the final
standards. For instance, in addition to the measures taken to comply with the Proposed TSX Amendments as stated in the preceding paragraph, the Corporation has constituted its Governance Committee
such that it is entirely composed of independent directors.

Details
of the Corporation's corporate governance practices and the responsibilities of the Board, with reference to the enumerated TSX Guidelines, are addressed below.

1.     The Board should explicitly assume responsibility for stewardship of the corporation, and specifically should assume responsibility for the following matters:
(i) adoption of a strategic planning process, (ii) identification of principal risks of the business and implementation of systems of risk management, (iii) provision for
succession planning, including appointment, training and monitoring of senior management, (iv) establishment of a communications policy and (v) the integrity of the Corporation's
internal control and management information systems.

The
Board's responsibility is to supervise the management of the business and affairs of the Corporation and to act with a view to the best interests of the Corporation.

In
discharging this responsibility, the Board oversees and monitors significant corporate plans and strategic initiatives. The Board's strategic planning process consists of an annual
review of the Corporation's three-year business plan and, from time to time (at least annually), a meeting focused on strategic planning

17

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matters.
As part of this process, the Board reviews and approves the corporate objectives proposed by the President and advises management in the development of a corporate strategy to achieve those
objectives.

The
Board also monitors the performance of senior management against the business plan through a periodic review process (at least every quarter) and reviews and approves promotion and
succession matters. The Board reviews the principal risks inherent in the Corporation's business, including environmental, industrial and financial risks, and assesses the systems to manage these
risks.

The
Board considers the Corporation's approach to communications with shareholders and other stakeholders and approves specific communications initiatives from time to time. The
Corporation conducts an active investor relations program. The program involves responding to shareholder inquiries, briefing analysts and fund managers with respect to reported financial results and
other
announcements by the Corporation, as well as meeting with individual investors and other stakeholders. Senior management reports regularly to the Board on these matters. The Board reviews and approves
the Corporation's major communications with shareholders and the public, including quarterly and annual financial results, the annual report and management information circular. In
November 2001, the Board adopted a Disclosure Policy in response to regulatory changes in Canada and the United States. The policy establishes standards and procedures relating to
contacts with analysts and investors, news releases, conference calls, disclosure of material information, trading restrictions and blackout periods.

The
Board, directly and through its Audit Committee, also assesses the integrity of the Corporation's internal control and management information systems.

The
Board meets at least six times a year and more frequently if required. In 2002, the Board held ten meetings.

2.     The Board should be constituted with a majority of individuals who qualify as unrelated directors.

The
Board currently consists of nine directors and, effective at the Meeting, the Board will consist of eight directors. The Board believes that seven of its nine current members,
Ms Baker and Messrs. Beaumont, Kraft, Leiderman, Nasso and Sheriff, and Dr. Green are "unrelated" within the meaning of the TSX Guidelines, i.e., independent of management
and free from any interest and any business or other relationship which could, or could reasonably be perceived to, materially interfere with their ability to act as a director with a view to the best
interests of the Corporation, other than interests and relationships arising from shareholdings. The Board believes a majority of those nominated for election at the Meeting are "unrelated" within the
meaning of the TSX Guidelines.

In
reaching this determination, the Board considered the circumstances and relationships with the Corporation and its affiliates of each of its directors. In determining that
Ms. Baker and Messrs. Beaumont, Kraft, Leiderman, Nasso and Sheriff, and Dr. Green are unrelated to the Corporation, the Board took into consideration the fact that none is an
officer or employee of the Corporation or party to any material contract with the Corporation and that none receives remuneration from the Corporation in excess of directors' fees, grants of stock
options and financial assistance under the Incentive Share Purchase Plan and as disclosed under "Indebtedness of Directors, Executive Officers and Senior Officers".

Messrs. Boyd
and Clement are considered related because they are officers of the Corporation. Mr. Clement is retiring as a director and Vice-President at the
conclusion of the Meeting. All directors, other than Messrs. Boyd and Clement, also meet the independence standard as set out in the Proposed NYSE Amendments and the Sarbanes-Oxley Act of 2002
("SOX").

3.     The Board, in the case of a corporation with a significant shareholder, should disclose whether the Board is constituted with the appropriate number of
directors which are not related to either the corporation or the significant shareholder.

The
Corporation's common shares are widely held and it has no "significant shareholder" as defined in the TSX Guidelines, i.e., no shareholder with the ability to exercise a
majority of the votes for the election of directors to the Board.

18

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4.     The Board should appoint a committee of directors composed exclusively of outside, i.e., non-management directors, a majority of whom are
unrelated directors, that is responsible for the appointment and assessment of directors.

The
Corporation's governance committee (see description of Governance Committee under guideline number 9) is responsible for the assessment of the effectiveness of the Board as a
whole and participates in the recruitment and recommendation of new nominees for appointment or election to the Board of Directors. On April 24, 2002, the Board of Directors, on the
recommendation of the Governance Committee, established an ad hoc Nominating Committee to recruit and recommend to the Governance Committee new nominees for appointment or election to the Board of
Directors. The Nominating Committee was dissolved in 2002.

5.     The Board should implement a process for assessing the effectiveness of the Board, its committees and individual directors.

See
description of Governance Committee under guideline number 9.

6.     The Board should provide an orientation and education program for new directors.

The
Corporation does not have a formal orientation and education program for new directors. However, all but two of the current directors have been members of the Board for several years
and are well versed in the business of the Corporation. In addition, the two new members of the Board have attended orientation sessions and have been provided with all documentation relating to the
policies and procedures of the Corporation.

7.     The Board should examine the size of the Board, with specific reference to its effectiveness.

The
size and composition of the Board is subject to periodic review by the Governance Committee. In accordance with the recommendations of the Governance Committee in 2002 that the
number of directors be reduced from 12, the Board was reduced to nine directors at the 2002 annual and special meeting and will be further reduced to eight directors effective at the end of the
Meeting.

8.     The Board should review compensation of directors in light of risks and responsibilities.

Remuneration
is paid to the Corporation's directors based on several factors, including time commitments and emoluments to directors of similar organizations. The Compensation Committee
periodically reviews and fixes the amount and composition of the compensation of Directors. See "Executive Compensation  Compensation of Directors" and the
description of the Compensation Committee under guideline number 9.

9.     The Board should ensure that its committees are generally composed of only outside directors, a majority of whom are unrelated
directors.

The
Board has three Committees: the Audit Committee, the Compensation Committee and the Governance Committee. From time to time, ad hoc committees of the Board are appointed. The
Executive Committee was dissolved in 2002.

Audit Committee

The Audit Committee has two primary objectives: (a) recommend to and advise the Board of Directors in its oversight responsibilities with respect to:
(i) the quality and integrity of the Corporation's financial reports and information; (ii) the effectiveness of the Corporation's internal controls for finance, accounting, internal
audit, ethics and legal and regulatory compliance; (iii) the performance of the Corporation's auditing, accounting and financial reporting functions; (iv) the fairness of related party
agreements and arrangements between the Corporation and related parties; and (v) the independent auditors' performance, qualifications and independence; and (b) prepare such reports of
the Audit Committee required to be included in the management information circular in accordance with applicable laws or the rules of

19

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applicable
securities regulatory authorities. On April 23, 2003, the Corporation amended and restated the Audit Committee charter to incorporate the requirements of SOX, the Proposed TSX
Listing Standards, the Proposed TSX Amendments and the Proposed NYSE Amendments. The amended Charter provides that each member of the Audit Committee must be unrelated to and independent from the
Corporation, as these terms are defined in the Proposed TSX Amendments and the Proposal NYSE Amendments. In addition, each member must be financially literate and at least one member of the Audit
Committee must be a financial expert, as the term is defined in SOX.

The
Audit Committee is responsible for reviewing all financial statements prior to approval by the Board, all other disclosures containing financial information (e.g. press
releases), all management reports which accompany any financial statements, all internal and external audit plans and any recommendation affecting the Corporation's internal controls, the results of
internal and external audits and any changes in accounting practices or policies and the financial impact of such changes, any accruals, provisions, estimates or related party transactions that have a
significant impact on the Corporation's financial statements and any litigation, claim or other contingency that could have a material effect upon the Corporation's financial statements. In addition,
the Audit Committee is responsible for assessing management's programs and policies relating to the adequacy and effectiveness of internal controls over the Corporation's accounting and financial
systems, for reviewing and discussing with the Chief Executive Officer and Chief Financial Officer the procedures undertaken in connection with their certifications for annual filings in accordance
with the requirements of applicable securities regulatory authorities, for considering the appointment and remuneration of external auditors to the Board and any other matter which it considers should
be taken into account in recommending the approval of any financial statements to the Board. The Audit Committee reports directly to the Board of Directors.

The
Audit Committee is composed entirely of outside directors who are unrelated to and independent from the Corporation (currently, Messrs. Nasso, Leiderman and Kraft), each of
whom is financially literate. In addition, both Messrs. Kraft and Leiderman are chartered accountants currently active in private practice and, as such, qualify as financial experts. The Audit
Committee met four times in 2002.

Compensation Committee

The Compensation Committee's responsibilities include reviewing and recommending, for the Board's approval, policies relating to compensation of the Corporation's
executive officers, the amount and composition of annual compensation to be paid to the Corporation's executive officers and matters relating to pension, stock option and other incentive plans for the
benefit of executive officers. The Compensation Committee is also responsible for administering the Corporation's ESOP, reviewing and fixing the amount and composition of annual compensation to be
paid to members of the Board and committees thereof and reviewing and assessing the design and competitiveness of the Corporation's compensation and benefits programs generally. The Compensation
Committee reports directly to the Board. The Charter of the Compensation Committee was amended and restated on April 23, 2003 to incorporate the requirements of SOX, the Proposed TSX Listing
Standards, the Proposed TSX Amendments and the Proposed NYSE Amendments. The amended Charter provides that each member of the Compensation Committee must be unrelated and independent, as these terms
are defined in the Proposed TSX Amendments and the Proposed NYSE Amendments.

The
Compensation Committee is composed entirely of outside directors who are unrelated to and independent from the Corporation (currently, Messrs. Beaumont and Kraft and
Dr. Green). The Compensation Committee met twice in 2002.

Governance Committee

The Governance Committee is responsible for evaluating the Corporation's governance practices, developing its response to the TSX Guidelines and recommending
changes to the Corporation's governance structures or processes as it may from time to time consider necessary or desirable. In addition, the Governance Committee's responsibilities include
(i) reviewing on an annual basis the charters of the Board of Directors and of each committee of the Board and recommending any changes it considers necessary or

20

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desirable;
(ii) assessing annually the effectiveness of the Board as a whole and recommending any necessary or desirable changes; (iii) reviewing on a periodic basis the composition of
the Board to ensure that there remain an appropriate number of unrelated directors; and (iv) participating in the recruitment and recommendation of new nominees for appointment or election to
the Board. The Governance Committee also provides a forum for a discussion of matters not readily discussed in a full Board meeting. The Governance Committee charter was amended and restated on
April 23, 2003 to incorporate the requirements of SOX, the Proposed TSX Listing Standards, the Proposed TSX Amendments and the Proposed NYSE Amendments. The amended Charter provides that each
member of the Compensation Committee must be unrelated and independent, as these terms are defined in the Proposed TSX Amendments and the Proposed NYSE Amendments.

The
Governance Committee is composed entirely of outside directors who are unrelated to and independent from the Corporation (currently, Messrs. Sheriff and Beaumont and
Dr. Green). The Governance Committee met seven times in 2002.

10.   The Board should assume or assign responsibility for corporate governance issues.

See
description of Governance Committee under guideline number 9.

11.   The Board should define management's responsibilities and approve corporate objectives to be met by the Chief Executive Officer.

The
Board holds management responsible for the development of long-term strategies for the Corporation. The role of the Board is to review, question, validate and ultimately
approve the strategies and policies proposed by management. The Board relies on management to perform the data gathering, analysis and reporting functions which are critical to the Board for effective
corporate governance. In addition, the President and Chief Executive Officer, the Vice-President, Finance and Chief Financial Officer, Vice-President, Corporate Development and
the Executive Vice-President and Chief Operating Officer report to the Board at least every quarter on the Corporation's progress in the preceding quarter and on the strategic, operational
and financial issues facing the Corporation.

Management
is authorized to act, without Board approval, on all ordinary course matters relating to the Corporation's business. Management seeks the Board's prior approval for
significant changes in the Corporation's affairs such as major capital expenditures, financing arrangements and significant acquisitions and divestitures. Board approval is required for any venture
outside of the Corporation's existing businesses and for any change in senior management. Recommendations of committees of the Board require the approval of the full Board before being implemented. In
addition, the Board oversees and reviews significant corporate plans and initiatives, including the annual three-year business plan and budget and significant matters of corporate strategy
or policy. In 2001, the Board of Directors approved amendments to the authorization policy and risk management policy of the Corporation. The policies ensure compliance with good corporate governance
practices. Both policies formalize controls over the management or other employees of the Corporation by stipulating internal approval processes for transactions, investments, commitments and
expenditures and, in the case of the risk management policy, establishing objectives and guidelines for metal price hedging, foreign exchange and short-term investment risk management and
insurance.

12.   The Board should establish structures and procedures to enable the Board to function independently of management. An appropriate structure would be to appoint
a chairman who is not a member of management.

Mr. Nasso
is the Chairman of the Board of Directors and Mr. Boyd is the President and Chief Executive Officer of the Corporation. Mr. Nasso is not a member of
management. The Board believes that the separation of the offices of Chairman and Chief Executive Officer enhances the ability of the Board to function independently of management and does not foresee
the offices of Chairman and Chief Executive Officer will be held by the same person. The Board may also meet independently of management and the related directors or may excuse such persons from all
or a portion of any meeting where a potential conflict of interest arises or where otherwise appropriate.

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13.   The Board should ensure that the Audit Committee is composed of outside directors and that the role of the Audit Committee is specifically
defined.

See
description of Audit Committee under guideline number 9.

14.   The Board should implement a system to enable individual directors to engage outside advisors at the Corporation's expense.

The
Board has a policy of permitting individual directors, subject to the approval of the Board, to engage outside legal, financial or other expert advisors at the Corporation's expense
in the appropriate circumstances.

DIRECTORS' AND OFFICERS' LIABILITY INSURANCE

Directors and officers of the Corporation are indemnified by the Corporation under the Corporation's by-laws to the extent permitted by law. The
Corporation has purchased a directors' and officers' liability insurance policy to provide insurance against possible liabilities under this indemnification and for the benefit of directors and
officers of the Corporation or its subsidiaries, against liabilities incurred by them in such capacities to the extent that these liabilities are not indemnified by the Corporation or its
subsidiaries. The premium for this policy for the period from January 1, 2002 to December 31, 2002 of $92,500 was paid by the Corporation. No allocation of premium is made in respect of
directors as a group or officers as a group. The policy provides coverage of up to $25 million per occurrence, to a maximum of $25 million per annum. There is no deductible for directors
and officers and a $75,000 deductible for each claim made by the Corporation.

DIVIDEND REINVESTMENT AND SHARE PURCHASE PLAN

The Board of Directors of the Corporation adopted a dividend reinvestment and share purchase plan (the "Dividend Plan") in 1999. The Corporation or Computershare
Trust Company of Canada, the
administrator of the Plan, will provide a copy of the Dividend Plan to any person or company upon written request. The Dividend Plan is similar to dividend reinvestment and share purchase plans
adopted by other Canadian companies. The following summary is qualified in its entirety by the specific terms and conditions of the Dividend Plan.

The
Dividend Plan is designed to provide shareholders with an opportunity to increase their investment in the Corporation each year by reinvesting any dividends to purchase additional
common shares and, if desired, by investing optional cash contributions to purchase additional common shares. Common shares will be purchased at a discount from the market price under the dividend
reinvestment portion of the Dividend Plan. Common shares will be purchased at the market price (determined in accordance with the Dividend Plan) under the share purchase portion of the Dividend Plan
by way of cash contribution; such cash contributions must be no less than US$100 and no more than US$20,000 (or the Canadian dollar equivalents of such sums, calculated in accordance with the terms of
the Dividend Plan).

Shareholders
who choose to participate in the Dividend Plan will benefit by not incurring any brokerage commissions on common share purchases under the Dividend Plan. The Dividend Plan
also allows for full investment of dividends and cash contributions, because it credits the purchase of fractional and whole shares to a participating shareholders' account. Under the Dividend Plan,
any registered shareholder who is a resident of Canada or the United States may choose to participate in the Dividend Plan. A shareholder must participate in the dividend reinvestment portion
of the Dividend Plan in order to be eligible to participate in the share purchase portion of the Dividend Plan.

Participation
in the Dividend Plan is not mandatory. Any shareholders who do not elect to participate in the Dividend Plan will continue to receive any dividends paid by the Corporation
in cash. All common shares purchased under the Dividend Plan will be issued directly from the treasury of the Corporation. Any proceeds received by the Corporation for the issuance of such common
shares will be used for general corporate purposes.

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Once
a shareholder is enrolled in the Dividend Plan, the reinvestment of any dividends is automatic, until the Dividend Plan or the shareholder's participation in the Dividend Plan is
terminated.

ADDITIONAL INFORMATION

The Corporation will provide to any person or company, upon written request to the Vice-President, Corporate Affairs of the Corporation, a copy of:



Alternatively,
these documents may be viewed at the Corporation's website at http://www.agnico-eagle.com.

GENERAL

Management knows of no matters to come before the Meeting other than matters referred to in the Notice. However, if any other matters which are not now known to
management should properly come before the Meeting, the proxy will be voted on such matters in accordance with the best judgment of the person or persons voting the proxy.

APPROVAL BY DIRECTORS

The contents and the sending of this Circular have been approved by the Board of Directors of the Corporation.

DATED
the 23rd day of April, 2003. LOGO



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