Exhibit 15.01

LOGO

Notice of Annual and Special Meeting
of Shareholders
Friday, May 6, 2005
Management Proxy Circular

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AGNICO-EAGLE MINES LIMITED

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

NOTICE OF 2005 ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

|Date:                    |  | Friday, May 6, 2005                                                                        
|------------------------ |  | -------------------------------------------------------------------------------------------
|Time:                    |  | 10:30 a.m. (Toronto time)                                                                  
|Place:                   |  | St. Lawrence Great Hall
East Room  3rd Floor
157 King Street East
Toronto, Ontario M5C 1G9
|Business of the Meeting: |  | (1)                                                                                        
|                         |  | (2)                                                                                        
|                         |  | (3)                                                                                        
|                         |  | (4)                                                                                        
|                         |  | (5)                                                                                        

| |  | By order of the Board of Directors                                                      
| |  | ----------------------------------------------------------------------------------------
| |  | SIGNATURE DAVID GAROFALOVice-President, Finance & Chief Financial Officer
March 21, 2005

To be effective at the meeting, proxies must be deposited with Computershare Trust Company of Canada no later than 48 hours prior to the commencement of the
meeting.

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MANAGEMENT PROXY CIRCULAR

This Management Proxy Circular is furnished in connection with the solicitation by the management of Agnico-Eagle Mines Limited of proxies for the use at its
Annual and Special Meeting of Shareholders. Unless otherwise stated, all information in this Circular is given as of March 21, 2005 and all dollar amounts are stated in Canadian dollars.

TABLE OF CONTENTS

PageSECTION 1:

VOTING INFORMATION

2SECTION 2:

BUSINESS OF THE MEETING

3Election of Directors

3Appointment of Auditors

6Financial Statements

7Renewal of Shareholder Rights Plan

7SECTION 3:

COMPENSATION AND OTHER INFORMATION

8Report on Executive Compensation

8Composition of Compensation Committee

11Compensation of Officers

11Additional Items

17APPENDIX A:

RECORD OF ATTENDANCE BY DIRECTORS FOR THE YEAR ENDED DECEMBER 31, 2004

A-1APPENDIX B:

SHAREHOLDER RIGHTS PLAN RESOLUTION

B-1APPENDIX C:

SUMMARY OF SHAREHOLDER RIGHTS PLAN AND RELEVANT INFORMATION

C-1APPENDIX D:

STATEMENT OF CORPORATE GOVERNANCE PRACTICES

D-1


1

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SECTION 1: VOTING INFORMATION

Who is soliciting my proxy?

The management of Agnico-Eagle Mines Limited is soliciting your proxy for use at the Annual and Special Meeting of
Shareholders.

What will I be voting on?

You will be voting on:



What else will happen at the meeting?

The financial statements for the year ended December 31, 2004 together with the auditors' report on these statements will be presented to the meeting.

How will these matters be decided at the meeting?

A majority of votes cast, by proxy or in person, will constitute approval of each of the matters specified in this Circular.

How many votes do I have?

You will have one vote for every common share of the Corporation you own at the close of business on March 21, 2005, the record date for the meeting. To
vote shares that you acquired after the record date, you must, no later than the commencement of the meeting:



How many shares are eligible to vote?

At the close of business on March 21, 2005, the record date for this meeting, there were 86,125,229 common shares of the Corporation outstanding.
Each common share held at that date entitles you to one vote. 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 8,998,466 (or approximately 10.35%) of Agnico-Eagle's common shares and corporate bonds and warrants convertible into common
shares. To the knowledge of the directors and senior officers of the Corporation, no other
person or corporation owns or exercises control or direction over 10% or more of the outstanding common shares.

How do I vote?

If you are eligible to vote and your shares are registered in your name, you can vote your shares in person at the meeting or by proxy, as explained below. If
your shares are registered in the name of an intermediary, such as a bank, trust company, or securities broker, please see the instructions below under the heading "How can a
non-registered shareholder vote?"

Voting by proxy

In addition to voting in person at the meeting, you may vote by mail by completing the form of proxy and returning it in the enclosed envelope to Computershare
Trust Company of Canada.You may also appoint a

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person (who need not be a shareholder), other than one of the directors or officers named in the proxy, to represent you at the meeting by inserting the person's name in the blank space
provided in the proxy, striking out the other names, and returning the proxy no later than 48 hours prior to the commencement of the meeting.

You
may also vote by phone or via the Internet. To vote by phone, in Canada and the United States only, call the toll-free number listed on the proxy from a touch tone
phone. When prompted, enter your Holder Account Number and Proxy Access Number listed on the proxy and follow the voting instructions. To vote via the Internet, go to the website specified on the
proxy and enter your Holder Account Number and Proxy Access Number listed on the proxy and follow the voting instructions on the screen.If you vote by telephone or via the
Internet, do not complete or return the proxy form.

How will my proxy be voted?

On the form of proxy, you can indicate how you would like your proxyholder to vote your shares for any matter put to a vote at the meeting and on any ballot, your
shares will be voted accordingly.If you do not indicate how you want your shares to be voted, the persons named in the proxy intend to vote your shares in the following
manner:



What if I want to revoke my proxy?

You can revoke your proxy at any time prior to its use. You may revoke your proxy by requesting, or having your authorized attorney request, in writing to revoke
your proxy. This request must be delivered to Agnico-Eagle's address (as listed in this Circular) before the last business day preceding the day of the meeting or to the Chairman of the meeting
on the day of the meeting or any adjournment.

How are proxies solicited?

The solicitation of proxies will be primarily by mail; however, proxies may be solicited personally or by telephone by directors, officers and regular employees
of the Corporation. The cost of this solicitation will be paid by the Corporation.

How can a non-registered shareholder vote?

If your common shares are not registered in your name, they will be held by an intermediary such as a trust corporation, securities broker or other financial
institution. 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. If you are a
non-registered shareholder, you should have received this Circular, together with the proxy from your intermediary. To vote in person at the meeting, follow the instructions set out on the
form of proxy, appoint yourself a proxyholder, and return the form of proxy to
the Depositary. Do not otherwise complete the proxy or voting instruction form sent to you as you will be voting at the meeting.

SECTION 2: BUSINESS OF THE MEETING

Election of Directors

The
articles of Agnico-Eagle provide for a minimum of five and a maximum of twelve directors. By special resolution of the shareholders of Agnico-Eagle approved at the annual and special
meeting of Agnico-Eagle held on June 27, 1996, the shareholders authorized the Board of Directors to determine the number of directors within that minimum and maximum. The number of directors
to be elected is eight as determined by the Board

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of
Directors by resolution passed on April 23, 2003. The names of the proposed nominees for election as directors are listed below. Each director will hold office until the next annual meeting
of shareholders of Agnico-Eagle or until their successors are elected or appointed or the position is vacated. Under the Corporation's 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. Mr. Kraft will
turn 75 years old during September of 2005. The Board of Directors intends to waive the effect of the retirement policy in order to allow Mr. Kraft to hold office until the next annual
meeting of the shareholders of Agnico-Eagle.The persons named on the enclosed form of proxy intend to VOTE FOR the election of the proposed nominees whose names are set out
below and who are all currently directors of Agnico-Eagle unless a shareholder has specified in his proxy that his or her common shares are to be withheld from voting for the election of
directors.The common share ownership amounts presented in the table do not include common shares underlying immediately exercisable options.

Dr. Leanne M. Baker, 52, of Tiburon, California, is a director of Agnico-Eagle. Dr. Baker currently acts as a consultant to companies in the mining and financial services
industries. Previously, Dr. Baker was employed by Salomon Smith Barney where she was one of the top-ranked mining sector equity analysts in the United States. Dr. Baker has an M.S. and a Ph.D. in mineral economics from the Colorado
School of Mines. Dr. Baker is also a director of New Sleeper Gold Corporation, a mining exploration corporation which trades on the TSX Venture Exchange. Dr. Baker has been a director since January 1, 2003.

Member of the Audit Committee

3,500 common shares
25,500 OptionsDouglas R. Beaumont, P.Eng., 72, of Toronto, Ontario, is a director of Agnico-Eagle. Mr. Beaumont, now retired, is a former Senior Vice-President, Process Technology with SNC
Lavalin. Mr. Beaumont is a graduate of Queen's University (B.Sc.). Mr. Beaumont has been a director of Agnico-Eagle since February 25, 1997.

Member of the Compensation and Corporate Governance Committees(1)

5,976 common shares
44,500 OptionsSean Boyd, CA, 46, of Newmarket, Ontario, is the President and Chief Executive Officer and a director of Agnico-Eagle. Mr. Boyd has been with Agnico-Eagle since 1985. Prior to his
appointment as President and Chief Executive Officer in 1998, Mr. Boyd served as Vice-President and Chief Financial Officer from 1996 to 1998, Treasurer and Chief Financial Officer from 1990 to 1996, Secretary-Treasurer during a portion of 1990,
and Comptroller from 1985 to 1990 and prior to that was a chartered accountant with Clarkson Gordon. Mr. Boyd is a graduate of the University of Toronto (B.Comm.). Mr. Boyd has been a director of Agnico-Eagle since April 14, 1998, and
is also Vice-Chairman and Chief Executive Officer of Contact Diamond Corporation ("Contact Diamond")(2), a 44.2% equity investee of Agnico-Eagle traded on the TSX. Mr. Boyd is also a director of Golden Goliath Resources Ltd., a
junior exploration corporation which trades on the TSX Venture Exchange.



94,162 common shares
539,900 Options


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Eberhard (Ebe) Scherkus, 53, of Oakville, Ontario, is the Executive Vice-President and Chief Operating Officer and a director of Agnico-Eagle. Mr. Scherkus has been with Agnico-Eagle
since 1985. Prior to his appointment as Executive Vice-President and Chief Operating Officer in 1998, Mr. Scherkus served as Vice-President, Operations from 1996 to 1998 and as a manager of Agnico-Eagle LaRonde Division from 1986 to 1996.
Mr. Scherkus is a graduate of McGill University (B.Sc.). Mr. Scherkus was appointed director of Agnico-Eagle effective January 17, 2005. Mr. Scherkus also serves as a director of Contact Diamond and as a director of Riddarhyttan
Resources AB, a Stockholm Stock Exchange listed company in which Agnico-Eagle holds a 14% equity interest.



49,303 common shares
413,000 OptionsBernard Kraft, CA-IFA, C.B.V., A.S.A., C.F.E., 74, of Toronto, Ontario, is a director of Agnico-Eagle. Mr. Kraft is a senior partner of the Toronto accounting firm Kraft, Berger,
Grill, Schwartz, Cohen & March LLP, Chartered Accountants and a principal in Kraft Yabrov Valuations Inc. Mr. Kraft is a member of the Canadian Institute of Chartered Business Valuators, the Association of Certified Fraud
Examiners and the American Society of Appraisers. Mr. Kraft has been a director of Agnico-Eagle since March 12, 1992. Mr. Kraft is also a director of Canadian Shield Resources Inc., a mining exploration corporation which trades on
the TSX Venture Exchange.

Chairman of the Audit Committee and Member of the Compensation Committee

5,976 common shares
42,500 OptionsMel Leiderman, CA, TEP, 53, of Toronto, Ontario, is a director of Agnico-Eagle. Mr. Leiderman is the managing partner of the Toronto accounting firm Lipton, Wiseman,
Altbaum & Partners LLP. Mr. Leiderman is a graduate of the University of Windsor (B.A.). Mr. Leiderman has been a director since January 1, 2003.

Chairman of the Compensation Committee and Member of the Audit Committee

2,000 common shares
25,500 OptionsJames D. Nasso, 71, of Toronto, Ontario, is Chairman of the Board of Directors and a director of Agnico-Eagle. Mr. Nasso, recently retired, founded and was the President of Unilac
Limited, a manufacturer of infant formula, for 36 years. Mr. Nasso is a graduate of St. Francis Xavier University (B. Comm.). Mr. Nasso has been a director of Agnico-Eagle since June 27, 1986. Mr. Nasso is also a
director and Chairman of Contact Diamond.

Member of the Audit Committee

17,751 common shares
32,500 Options


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Howard R. Stockford, P.Eng., 63, of Toronto, Ontario, is an independent consultant to the mining industry. Mr. Stockford was Executive Vice-President of Aur Resources Inc.
("Aur"), a mining company which is traded on the TSX, from 1989 until his retirement at the end of 2004. From 1983 to 1989, Mr. Stockford was Vice-President of Aur. Mr. Stockford is a member of the Canadian Institute of Mining, Metallurgy
and Petroleum (the "CIM") and has previously served as Chairman of both the Winnipeg and Toronto branches of the CIM and as President of the CIM national body. Mr. Stockford is also a member of the Prospectors and Developers Association of
Canada, the Geological Association of Canada and the Society of Economic Geologists. Mr. Stockford is a graduate of the Royal School of Mines, Imperial College, London University (B.Sc.). Mr. Stockford is not currently a director of
Agnico-Eagle. Mr. Stockford is a director of Aur, an office he has held since 1983, and a director of Nuinsco Resources Limited, an office he has held since March of 2005.



As of the date of this Circular, Mr. Stockford does not hold any common shares or Options.


Appointment of Auditors

The persons named in the enclosed form of proxy intend to VOTE FOR the appointment of Ernst & Young LLP as Agnico-Eagle's auditors, and for the
directors to fix the remuneration of the auditors unless a shareholder has specified in his proxy that his or her common shares are to be withheld from voting for the appointment of Ernst &
Young LLP as Agnico-Eagle's auditors.Representatives of Ernst & Young LLP are expected to be present at the meeting to respond to appropriate questions
and make a statement if they wish to do so. Ernst & Young LLP became Agnico-Eagle's auditors in 1983. Fees paid to Ernst & Young LLP for 2004 and 2003 are set out below.

($ thousands)

Year ended December 31, 2004

Year ended December 31, 2003Audit fees

$
245

$
230Employee benefit plan


18


11Prospectus-related fees


62


French translation fees


50


24Tax consulting fees


116


152$
491

$
417


Audit
fees were paid for professional services rendered by the auditors for the audit of Agnico-Eagle's annual financial statements and related statutory and regulatory filings.

Employee
benefit plan fees were paid for professional services rendered by the auditors for the audit of the financial statements of Agnico-Eagle's employee benefit plans and the related
statutory and regulatory filings.

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Prospectus-related
fees were paid for professional services rendered by the auditors in connection with Agnico-Eagle's filing of preliminary and final base shelf prospectuses on
October 27, 2004 and November 15, 2004, respectively, and the filing of a prospectus supplement on November 15, 2004, in connection with the qualification of common shares that
may be issued to certain holders of Agnico-Eagle warrants who reside in the United States. These services consisted of the audit or review, as required, of financial statements included in the
prospectuses, reviewing documents filed with securities regulatory authorities, correspondence with securities regulatory authorities and all other services required by regulatory authorities in
connection with the filing of these documents.

French
translation fees were paid for professional services rendered by the auditors in connection with the translation of securities regulatory filings required to comply with
securities laws in certain Canadian jurisdictions.

Tax
fees were paid for professional services relating to tax compliance, tax advice and tax planning. These services included the review of tax returns, assistance with eligibility of
expenditures under the Canadian flow-through share tax regime, and tax planning and advisory services in connection with international and domestic taxation issues.

All
other fees were paid for services other than the fees listed above and included fees for access to Ernst & Young LLP publications and due diligence assistance for
proposed transactions.

The
audit committee has adopted a policy that requires the pre-approval of all fees paid to Ernst & Young LLP prior to the commencement of the specific
engagement.

Financial Statements

The audited annual financial statements for the year ended December 31, 2004 have been mailed to Agnico-Eagle shareholders with this Circular.

Renewal of Shareholder Rights Plan

General and Background to the Rights Plan

In 1999, the Board adopted a shareholder rights plan (the "Rights Plan") to protect shareholders from unfair, abusive or coercive treatment in the event of
a take-over bid. Shareholder approval of the Rights Plan was received on June 25, 1999 and the Rights Plan was reconfirmed by the shareholders of Agnico-Eagle on June 21,
2002. The Rights Plan is currently effective, but is subject to reconfirmation by the shareholders of Agnico-Eagle at the meeting. Shareholders will be asked to consider a resolution reconfirming the
Rights Plan and all rights ("Rights") issued pursuant to the Rights Plan at the meeting. The text of the resolution is set out in Appendix B to this Circular.

If
the Rights Plan is reconfirmed by the shareholders at the meeting, the Rights Plan will remain in effect until it expires on the close of Agnico-Eagle's annual meeting to be held in
2009. If the Rights Plan is not reconfirmed at the meeting, the Rights Plan and any outstanding Rights will cease to be of any further force or effect as at the close of such meeting unless a
Flip-in Event (as defined in Appendix C) has occurred prior to such time.

For
a detailed summary of the Rights Plan and other relevant information pertaining to it, please see Appendix C to this Circular.

Directors' Recommendation

The Rights Plan was adopted to assist the Board in ensuring fair treatment of shareholders in the event that a person or group of persons seeks to acquire control
of the Corporation through unfair take-over strategies to which the Corporation and its shareholders may be particularly vulnerable because of the different securities laws applicable in
Canada and the United States, the principal trading markets for Agnico-Eagle's shares.The Board has determined that the Rights Plan is in the best interests of
Agnico-Eagle and its shareholders and unanimously recommends that shareholders VOTE FOR the reconfirmation of the Rights Plan.

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The persons named in the enclosed form of proxy intend to vote for the resolution approving the reconfirmation of the Rights Plan unless a shareholder has
specified in his proxy that his or her common shares are to be voted against the resolution approving the reconfirmation of the Rights Plan.

Shareholders' Approval

Approval by a majority of the votes cast by Independent Shareholders (as defined in Appendix C under the heading "Terms of the Rights
Plan  Independent Shareholders") present, in person or by proxy at the meeting is required to reconfirm the Rights Plan. To the knowledge of Agnico-Eagle, there
are no non-Independent Shareholders as of the date of this Circular. The text of the resolution reconfirming the Rights Plan is set out in Appendix B to this Circular.
Assuming there are no non-Independent shareholders at the meeting, such resolution must be passed by a majority of the votes cast by the holders of common shares who vote in respect
thereof in order for the Rights Plan to be reconfirmed.

SECTION 3: COMPENSATION AND OTHER INFORMATION

Report on Executive Compensation

Compensation Philosophy

The officers of Agnico-Eagle have a significant influence on corporate performance and creating shareholder value. With this in mind, Agnico-Eagle's philosophy
regarding compensation is that it must:



The
compensation paid to Agnico-Eagle's officers has three components:



The
Compensation Committee reviews each component of compensation for each officer and makes compensation recommendations to the Board. In its evaluation of each officer, the
Compensation Committee considers, among other things, evaluations prepared by the Chairman and CEO for each officer other than the CEO, and an evaluation prepared by the Chairman for the CEO. The
Board reviews the recommendations and gives final approval on compensation of Agnico-Eagle's officers. The Board has complete discretion over the amount and composition of each officer's compensation.

Base Salary

Base salary is the principal component of an executive officer's compensation package. Annual base salaries are established using internal and external surveys of
average base salaries paid to officers of other mining companies of similar size as Agnico-Eagle. The Compensation Committee also conducts its own surveys to determine the level of compensation paid
to its officers relative to mining companies of similar size to Agnico-Eagle. Base salary levels take into account the officers' individual responsibilities, experience, performance and contribution
toward enhancing shareholder value and should be in line with average base salaries paid to officers having comparable responsibilities at other North American mining and gold companies. By keeping
base salaries at or near the average base salaries for the mining industry, Agnico-Eagle has more flexibility in tying reward to performance as a greater percentage of compensation earned by officers
of Agnico-Eagle can be paid in the form of bonuses and stock-option grants, which are payable at the discretion of Agnico-Eagle.

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No
salary increases were granted to the executive officers of Agnico-Eagle for 2004. However, on January 7, 2005, the Board determined, upon the recommendation of the Compensation
Committee, to increase the 2005 base salary of Agnico-Eagle's officers by an average of approximately 9% in light of the significant improvement in Agnico-Eagle's financial and operational performance
in 2004 and the results of the Compensation Committee's review of internally and externally generated surveys of mining companies similar in size to Agnico-Eagle which indicated that Agnico-Eagle's
base salaries were at or below average.

Annual Incentive Compensation

Annual incentive compensation for Agnico-Eagle's officers is based equally on two factors, namely, Agnico-Eagle's performance and the officers' contribution to
that performance. Agnico-Eagle's performance is based on its achievements of various specific targets such as return on equity and profitability. Until January 7, 2005, Agnico-Eagle's
compensation policy provided for a limit on the annual incentive compensation as a percentage of base salary to 50% of base salary for Mr. Boyd, 40% of base salary for Mr. Scherkus and
35% of base salary for all other vice-presidents of Agnico-Eagle. The Compensation Committee conducted a survey which indicated that these upper limits on annual incentive compensation
were lower than comparable corporations to Agnico-Eagle in the mining industry. As the base salaries of Agnico-Eagle's officers have been in recent years in line with the industry average, the
Compensation Committee recommended the Board approve an increase in the maximum bonuses payable to such officers to 75% of base salary for the President and Chief Executive Officer, to 60% of base
salary for the Executive Vice-President and Chief Operating Officer, to 50% of base salary for the Vice-President, Finance and Chief Financial Officer and to 40% of base salary
for each of the Vice-President, Corporate Development and Vice-President, Exploration.

For
2004, the Compensation Committee rated Agnico-Eagle's performance at 85% based on the following achievements which were counter-balanced by Agnico-Eagle's failure to meet its gold
production targets:

Operations and Corporation Development



Exploration and Projects



Financial



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Accordingly,
since 50% of an officer's bonus is determined by Agnico-Eagle's performance, each of the officers of Agnico-Eagle was awarded a bonus in respect of Agnico-Eagle's
performance equal to half of 85% of the maximum bonus payable to such officers under the revised executive compensation policy described above.

The
remaining 50% of the bonus for each of the Named Executive Officers (other than the President and the Chief Executive Officer) was determined by the individual performance of such
officer as assessed by the Chairman of the Board and the President and Chief Executive Officer with reference to the achievements noted above, as applicable to each Named Executive Officer. Based on
this assessment, the Compensation Committee's recommendation with respect to the portion of each of the Named Executive Officers' bonus based on individual performance ranged from 75% to 90% of the
maximum bonus allocated to individual performance.

Stock Options

Stock options tie officers' compensation to increases in the value of the Corporation's common shares and therefore provide an incentive to enhance shareholder
value. Grants of stock options are based on three factors:



During
2004, the Compensation Committee completed an internal compensation survey which indicted that the number of options issued to the senior management of Agnico-Eagle as a
percentage of shares of Agnico-Eagle outstanding was in line with industry averages.

Share Ownership

In order to align the interests of Agnico-Eagle and those of its officers and employees, the Corporation encourages stock ownership and facilitates this through
its incentive share purchase plan. Details of this plan can be found on page 14 of this Circular.

All
of the Corporation's officers own common shares of Agnico-Eagle. The following table summarizes each officer's holdings as at March 21, 2005:

Sean Boyd, Director, President and Chief Executive Officer

94,162Eberhard Scherkus, Director, Executive Vice-President and Chief Operating Officer

49,303David Garofalo, Vice-President, Finance and Chief Financial Officer

22,834Donald G. Allan, Vice-President, Corporate Development

3,287Alain Blackburn, Vice-President, Exploration

3,588


Chief Executive Officer's 2004 Compensation

Mr. Boyd served as President and Chief Executive Officer of the Corporation and received a $600,000 base salary and a bonus of $393,000 in 2004. In
determining the base salary and bonus of Mr. Boyd, the Compensation Committee reviewed externally prepared industry surveys, an internally generated industry survey and public information
regarding base salaries paid to chief executive officers of public mining 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 continued pursuit of Agnico-Eagle's regional growth strategy. 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
Agnico-Eagle's mining exploration and development activities.

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The
bonus granted to Mr. Boyd was based on the Compensation Committee's rating of Agnico-Eagle's performance at 85% and of Mr. Boyd's performance at 90%.

|Position                              |  | Corporate
% of
Maximum
Bonus |  | Individual %
of Maximum
Bonus |  | Overall %
Corporate/Individual |  | Maximum
Bonus as %
of Base
Salary |  | Cash Bonus
Paid
|------------------------------------- |  | ---------------------------- |  | ----------------------------- |  | ------------------------------ |  | --------------------------------- |  | ---------------
|President and Chief Executive Officer |  | 85%                          |  | 90%                           |  | 87.5%                          |  | 75%                               |  | $              

In
increasing Mr. Boyd's base salary and determining his individual performance, the Compensation Committee considered his contribution to the following achievements of
Agnico-Eagle:



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



The
Compensation Committee consists of Mel Leiderman, Bernard Kraft, Doug Beaumont and Dr. Alan Green. Mr. Green ceased to be a member of the Compensation Committee when he
resigned from the Board of Directors on January 17, 2005. As of March 21, 2005, no additional members had been added to the Committee. None of the members of the Committee is an officer
or employee or former officer or employee of the Corporation or any of its subsidiaries and all of the members are considered to be unrelated to and independent from Agnico-Eagle.

Compensation of Officers

The
executive officers of Agnico-Eagle are:



Anton
Adamcik was the Vice-President, Environment of Agnico-Eagle until his retirement on March 1, 2004. Mr. Adamcik continues to provide services to
Agnico-Eagle as a consultant and has entered into a consulting agreement with Agnico-Eagle and offers consulting services in consideration for enhanced pension and other benefits.

Barry
Landen ceased to be Agnico-Eagle's Vice-President, Corporate Affairs on December 7, 2004.

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The following Summary Compensation Table sets out compensation during the three fiscal years ended December 31, 2004 for the President and Chief Executive Officer, the
Vice-President, Finance and Chief Executive Officer and the three other most highly compensated officers (collectively the "Named Executive Officers") of Agnico-Eagle measured by base
salary and bonus earned during the fiscal year ended December 31, 2004.

Summary Compensation Table  Agnico-Eagle Mines Limited

|                                                                      |  | Annual Compensation |  | Long-Term Compensation Awards |     |                     
|--------------------------------------------------------------------- |  | ------------------- |  | ----------------------------- | --- | --------------------
|
|Sean BoydPresident and
Chief Executive Officer                        |  | 2004
2003
2002      |  | 600,000
600,000
555,481       |     | 393,000

275,000   
|Eberhard ScherkusExecutive Vice-President and
Chief Operating Officer |  | 2004
2003
2002      |  | 435,000
435,000
402,596       |     | 228,000

150,000   
|David GarofaloVice-President, Finance and
Chief Financial Officer     |  | 2004
2003
2002      |  | 290,000
290,000
270,000       |     | 120,000

88,000    
|Donald G. AllanVice-President,
Corporate Development                  |  | 2004
2003
2002      |  | 220,000
220,000
200,000       | (2) | 70,000

45,000     
|Alain BlackburnVice-President,
Exploration                            |  | 2004
2003
2002      |  | 200,000
175,000
152,885       |     | 65,000
75,000
36,000

Stock Option Plan

Under the Corporation's Stock Option Plan, options to purchase common shares may be granted to directors, officers, employees and service providers of the
Corporation. The exercise price of options granted may not be less than the closing market price for the common shares of the Corporation on the Toronto
Stock Exchange on the day prior to the date of grant. At the annual and special meeting of shareholders of the Corporation held on May 28, 2004, a resolution was passed by the shareholders
approving amendments to the Stock Option Plan as follows:



There
are 5,229,635 common shares of the Corporation reserved for issuance under the Stock Option Plan (which includes options available for future grants and unexercised
options). The maximum amount of shares issuable under the Stock Option Plan is 6.07% of the Corporation's 86,125,229 common shares outstanding as at March 21, 2005.

The
Stock Option Plan restricts the entitlement to loans, guarantees or other support arrangements to facilitate option exercises to eligible persons who are not directors or officers of
the Corporation. During 2004, no loans, guarantees or other financial assistance were provided under the plan.

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The
following table sets out stock option awards received by the Named Executive Officers during the year ended December 31, 2004.

Option grants of Agnico-Eagle Mines Limited during 2004

|Name            |  | Securities Under Options |  | % of Total Option Grants in Year |  | Exercise Price |       | Market Value of Underlying Options on Date of Grant |     | Expiration Date
|--------------- |  | ------------------------ |  | -------------------------------- |  | -------------- | ----- | --------------------------------------------------- | --- | ---------------
|Sean Boyd       |  | 90,000                   |  | 7                                |  | $              | 16.69 |                                                     | NIL |                
|Ebe Scherkus    |  | 70,000                   |  | 5                                |  |                | 16.69 |                                                     | NIL |                
|David Garofalo  |  | 50,000                   |  | 4                                |  |                | 16.69 |                                                     | NIL |                
|Donald Allan    |  | 40,000                   |  | 3                                |  |                | 16.69 |                                                     | NIL |                
|Alain Blackburn |  | 50,000                   |  | 4                                |  |                | 16.69 |                                                     | NIL |                

The following table shows, for each Named Executive Officer, the number of common shares acquired through the exercise of stock options of the
Corporation during the year ended December 31, 2004, the aggregate value realized upon exercise and the number of unexercised options under the Stock Option Plan as at December 31, 2004.
The value realized upon exercise is the difference between the market value of common shares on the exercise date and the exercise price of the option. The value of unexercised
in-the-money options at December 31, 2004 is the difference between the exercise price of the options and the market value of Agnico-Eagle's common shares on
December 31, 2004, which was $16.52 per share of the Corporation's common stock.

Aggregate option exercises during 2004 and year end option values

|                           |  |        |  |   |         | Unexercised options at December 31, 2004 |         | Value of unexercised
in-the-money options at December 31, 2004 ($)
|-------------------------- |  | ------ |  | - | ------- | ---------------------------------------- | ------- | ------------------------------------------------------------------
|
|
|Agnico-Eagle Mines Limited |  |        |  |   |         |                                          |         |                                                                   
|Sean Boyd                  |  | 85,100 |  | $ | 638,788 |                                          | 347,400 |                                                                   
|Ebe Scherkus               |  | 58,200 |  | $ | 658,550 |                                          | 260,500 |                                                                   
|David Garofalo             |  | 15,000 |  | $ | 148,700 |                                          | 100,500 |                                                                   
|Donald G. Allan            |  | Nil    |  |   | Nil     |                                          | 60,000  |                                                                   
|Alain Blackburn            |  | Nil    |  |   | Nil     |                                          | 95,500  |                                                                   

The following table shows, as at December 31, 2004, compensation plans under which equity securities of Agnico-Eagle are authorized for
issuance from treasury. The information has been aggregated by plans approved by shareholders and plans not approved by shareholders, of which there are none.

|Plan Category                                          |  | Number of securities to be issued on exercise of outstanding options |  | Weighted average exercise price of outstanding options |       | Number of securities remaining available for future issuances under equity compensation plans
|------------------------------------------------------ |  | -------------------------------------------------------------------- |  | ------------------------------------------------------ | ----- | ---------------------------------------------------------------------------------------------
|Equity compensation plans approved by shareholders     |  | 2,383,150                                                            |  | $                                                      | 15.16 |                                                                                              
|Equity compensation plans not approved by shareholders |  | Nil                                                                  |  |                                                        | Nil   |                                                                                              

Incentive Share Purchase Plan

In 1997, the shareholders of Agnico-Eagle approved the Share Purchase Plan to encourage directors, officers and full-time employees of Agnico-Eagle to
purchase common shares of Agnico-Eagle. Full-time employees who have been continuously employed by Agnico-Eagle or its subsidiaries for at least twelve months are eligible at the beginning
of each fiscal year to elect to participate in the Share Purchase Plan. Eligible

13

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employees
may contribute up to 10% of their basic annual salary through monthly payroll deductions or quarterly payments by cheque. Directors may contribute up to 100% of their annual Board and
committee retainer fees. Agnico-Eagle contributes an amount equal to 50% of the individual's contributions and issues shares which have a market value equal to the total contributions (individual and
Corporation) under the Share Purchase Plan. Agnico-Eagle has reserved 1,151,272 common shares for issuance under the plan.

Pension Arrangements

Two individual Retirement Compensation Arrangement Plans (RCA Plans) for Mr. Boyd and Mr. Scherkus 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 Corporation's basic defined contribution plan. Payments under the RCA Plans are secured by a letter of credit from a Canadian
chartered bank.

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 Corporation to Age 60(1)
|-------- |  | -- |  | --------------------------------------------------------
|
|
|$400,000 |  | 45 |  | $                                                       
|         |  | 50 |  |                                                         
|         |  | 55 |  |                                                         
|         |  | 60 |  |                                                         
|$500,000 |  | 45 |  | $                                                       
|         |  | 50 |  |                                                         
|         |  | 55 |  |                                                         
|         |  | 60 |  |                                                         
|$600,000 |  | 45 |  |                                                         
|         |  | 50 |  |                                                         
|         |  | 55 |  |                                                         
|         |  | 60 |  |                                                         
|$700,000 |  | 45 |  |                                                         
|         |  | 50 |  |                                                         
|         |  | 55 |  |                                                         
|         |  | 60 |  |                                                         

---

At December 31, 2004, the two individuals under the RCA Plans had the following years of service:



Mr. Boyd

19 years

Mr. Scherkus

19 years


Accordingly, the total projected pension payable at retirement from both the RCA Plan and the Basic Plan for Mr. Boyd and
Mr. Scherkus are $557,650 and $247,835 per annum, respectively. The 2004 annual service cost and total accrued pension obligation, respectively, for each of Mr. Boyd and
Mr. Scherkus as at December 31, 2004 are as follows: Mr. Boyd  $203,500 and $1,763,300,
Mr. Scherkus  $146,700 and $1,430,700. The annual service cost represents the value of the projected pension benefit earned during the year. The total
accrued pension obligation represents the value of the projected pension benefit earned for all service to date. The pensionable earnings for the purposes of the RCA Plans consist of all basic
remuneration and do not include benefits, bonuses, automobile or other allowances, and unusual payments.

14

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Employment Contracts/Termination Arrangements

Agnico-Eagle has employment agreements with all executive officers which provide for an annual base salary, bonus and certain pension, health, dental and other
insurance and automobile benefits. The agreements were amended in December 2002 and provide minimum annual base salaries for the Named Executive Officers as follows:



Mr. Boyd

$600,000

Mr. Scherkus

$435,000

Mr. Garofalo

$290,000

Mr. Allan

$220,000

Mr. Blackburn

$200,000


These amounts may be increased at the discretion of the Board of Directors upon the recommendation of the Compensation Committee. If the
individual agreements are terminated other than for cause, death or disability, or upon their resignations following certain events, all of the above named individuals would be entitled to a payment
equal to two and one-half times the annual base salary at the date of termination plus an amount equal to two and one-half times the annual bonus (averaged over the preceding
two years) and a continuation of benefits for up to two years or until the individual commences new employment. Certain events that would trigger a severance payment are:



Mr. Boyd,
who is a director, and is also the President and Chief Executive Officer of the Corporation and Mr. Scherkus, who is a director and is also the Executive
Vice-President and Chief Operating Officer, receive no remuneration for their services as directors.

The
table below summarizes the annual retainers and attendance fees paid to the other directors during the year ended December 31, 2004. On March 17, 2004, the Compensation
Committee decided to implement changes to the directors' compensation structure to improve corporate governance practices and to compensate directors for the increased risk, workload and
responsibilities demanded by their positions.

Compensation paid during the period from January  June 2004

Compensation from July1  December 31, 2004Annual board retainer

$
18,000

$
20,000Annual retainer for Chairman of the Board

$
50,000

$
50,000Annual retainer for Chairman of the Audit Committee

$
3,000

$
7,500Annual retainer for chairpersons of other Board committees

$
3,000

$
5,000Board meeting attendance fee

$
1,000

$
1,500Long-distance Board meeting attendance fee

$
1,500

$
2,000Board meeting phone attendance fee

$
1,000

$
750


In
addition to the changes made to the annual retainers and attendance fees, on March 17, 2004, the Compensation Committee also implemented the following changes related to
director compensation.

15

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During
the year ended December 31, 2004, Agnico-Eagle issued a total of 5,000 common shares under its Incentive Share Purchase Plan to its directors. Agnico-Eagle will
provide healthcare benefits to Mr. Sheriff for a period of five years after his resignation from the Board. Indebtedness of Directors, Executive Officers and Senior Officers

During
the year ended December 31, 2004, there was no outstanding indebtedness to Agnico-Eagle by any of its officers or directors made in connection with the purchase of
securities of Agnico-Eagle. In addition, during the year ended December 31, 2004 and as at March 21, 2005, the only officer indebted to the Corporation was Alain Blackburn,
Vice-President, Exploration. The non-interest bearing loan was advanced by Agnico-Eagle to Mr. Blackburn in 1999 for the purchase of a residence as a relocation
incentive. The loan matures in 2024 and is secured by a second mortgage on the residence of Mr. Blackburn which provides for full recourse against the assets of Mr. Blackburn. As at
December 31, 2004, the amount outstanding under this loan was $97,500.30. As at March 21, 2005, the amount outstanding under this loan was $96,442.69. The highest aggregate amount of
indebtedness outstanding under the loan in 2004 was $102,500. Agnico-Eagle will no longer make loans to officers under any circumstances.

16

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Performance Graph

The
following graph compares the total cumulative return of $100 invested in the Corporation's common shares on December 31, 1999 with the cumulative total return for each of The
S&P/TSX Composite Index and the S&P/TSX Capped Gold Index over the five-year period ended December 31, 2004 (in each case, assuming reinvestment of dividends). The table
shows what a $100 investment in each of the above mentioned indices and in Agnico-Eagle common shares, made at December 31, 1999, would be worth in each of the five years following the initial
investment.

Agnico-Eagle Mines Limited Stock Price vs.
S&P/TSX Indices(1)

GRAPHIC

---

Note:

Additional Items

Corporate Governance

Under the rules of the Toronto Stock Exchange, the Corporation is required to disclose information relating to its system of corporate governance. The
Corporation's corporate governance disclosure is set out in Appendix D to this Circular under the heading "Corporate Governance". In addition to describing the Corporation's governance
practices with reference to the rules of the Toronto Stock Exchange, Appendix D to this Circular indicates how these governance practices align with the requirements and
U.S. Securities and Exchange Commission regulations under theSarbanes-Oxley Act of 2002("SOX") and the recent amendments under the rules of the
New York Stock Exchange (the "NYSE Amendments").

The
Board meets without management regularly at the request of the directors and at least once each quarter after each Board meeting held to consider interim and annual financial
statements. In 2004, the Board met without management on six separate occasions including the four scheduled quarterly meetings.

Directors' and Officers' Liability Insurance

The Corporation has purchased, at its expense, directors' and officers' liability insurance policies to provide insurance against possible liabilities incurred by
them in their capacity as directors and officers of the Corporation. The premium for these policies for the period from December 31, 2004 to December 31, 2005 is

17

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$686,150.
The policies provide coverage of up to $50 million per occurrence, to a maximum of $50 million per annum. There is no deductible for directors and officers and a $250,000
deductible for each claim made by the Corporation ($1 million deductible for securities claims). The insurance applies in circumstances where the Corporation may not indemnify its directors and
officers for their acts or omissions.

Additional Information

The Corporation is a reporting issuer under the securities acts of all the provinces of Canada and a registrant under the United States Securities Exchange
Act of 1934 and is therefore required to file certain documents with various securities commissions. To obtain a copy of any of the following documents, please contact the Director, Investor
Relations:



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

Directors' Approval

The Board of Directors of the Corporation has approved the content and sending of this Management Proxy Circular.



18

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APPENDIX A    RECORD OF ATTENDANCE BY DIRECTORS  FOR THE YEAR ENDED DECEMBER 31, 2004

|Director                    |  | Board Meetings Attended |  | Committee Meetings Attended
|--------------------------- |  | ----------------------- |  | ---------------------------
|Leanne M. Baker             |  | 20 of 20                |  | 5 of 5                     
|Douglas R. Beaumont, P.Eng. |  | 20 of 20                |  | 6 of 6                     
|Sean Boyd, CA               |  | 20 of 20                |  | N/A                        
|Dr. Alan Green              |  | 20 of 20                |  | 6 of 6                     
|Bernard Kraft, CA           |  | 20 of 20                |  | 10 of 10                   
|Mel Leiderman, CA, TEP      |  | 20 of 20                |  | 10 of 10                   
|James D. Nasso              |  | 20 of 20                |  | 5 of 5                     
|Ernest Sheriff              |  | 20 of 20                |  | 1 of 1                     

A-1

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APPENDIX B    SHAREHOLDER RIGHTS PLAN RESOLUTION

BE IT RESOLVED THAT:

B-1

---





APPENDIX C    SUMMARY OF SHAREHOLDER RIGHTS PLAN  AND RELEVANT INFORMATION

Purpose of the Rights Plan

The Rights Plan is designed to encourage the fair treatment of shareholders in connection with any take-over bid for the Corporation. The Rights Plan
provides the Board and the shareholders with more time to fully consider any unsolicited take-over bid for the Corporation without undue pressure, to allow the Board to pursue, if
appropriate, other alternatives to maximize shareholder value and to allow additional time for competing bids to emerge. Securities legislation in Canada requires a take-over offer to
remain open for only 35 days. The Board does not believe that this period is sufficient to permit the Board to determine whether there may be alternatives available to maximize shareholder
value or whether other bidders may be prepared to pay more for the Corporation's shares than the offeror. Under the Rights Plan, a bidder may make a Permitted Bid (as defined below) for Voting
Shares (as defined below) of the Corporation but may not take up any shares before the close of business on the 75th day after the date of the bid and unless at least 50% of the Corporation's
Voting Shares not Beneficially Owned (as defined below) by the person making the bid and certain related parties are deposited, in which case the bid must be extended for 10 business
days.

The
Rights Plan is intended to encourage an offeror to proceed by way of Permitted Bid or to approach the Board with a view to negotiation by creating the potential for substantial
dilution of the offeror's position. The Permitted Bid provisions of the Rights Plan are designed to ensure that, in any take-over bid, all shareholders are treated equally, receive the
maximum available value for their investment and are given adequate time to properly assess the bid on a fully informed basis. Under the Rights Plan, a bid for less than all of the Voting Shares will
not qualify as a Permitted Bid.

While
existing securities legislation has substantially addressed many concerns of unequal treatment of shareholders, there remains the possibility that control or effective control of a
Corporation may be acquired pursuant to a private agreement in which a small number of shareholders dispose of shares at a premium to market price which is not shared with the other shareholders. In
addition, a person may slowly accumulate
shares through stock exchange acquisitions which may result, over time, in an acquisition of control without payment of fair value for control or fair sharing of any control premium among all
shareholders. The Rights Plan addresses these concerns by applying to all acquisitions of Voting Shares over the 20% level.

In
recent years, unsolicited bids were made for the shares of a number of Canadian public companies. Most of these companies had shareholder rights plans which were used by the target's
Board of Directors to gain time to seek alternatives to the bid with the objective of enhancing shareholder value. In a number of these transactions, a change of control ultimately occurred at a price
in excess of the original bid price; accordingly, the existence of a shareholder rights plan will not prevent unsolicited take-over bids for the Voting Shares of the Corporation.

It
is not the intention of the Board in seeking reconfirmation of the Rights Plan to secure the continuance of existing directors or management in office, nor to avoid a bid for control
of the Corporation. Through the Permitted Bid mechanism, described in more detail below, shareholders may tender to a bid which meets the Permitted Bid criteria without triggering the Rights Plan,
regardless of the acceptability of the bid to the Board. Even in the context of a bid that does not meet the Permitted Bid criteria, the Board will continue to be bound by its fiduciary duties to
consider any bid for the Voting Shares in exercising its discretion whether to waive the application of the Rights Plan to the offer or to redeem the Rights. In discharging that responsibility, the
directors must act honestly and in good faith with a view to the best interest of the Corporation and its shareholders. In addition, the Ontario Securities Commission has concluded in its decisions
relating to shareholder rights plans that a target Corporation's Board of Directors will not be permitted to maintain a shareholder rights plan indefinitely to prevent a successful bid, but only for
such time as the Board is actively seeking alternatives to a take-over bid and there is a real and substantial possibility that it can increase shareholder choice and maximize shareholder
value.

The
reconfirmation of the Rights Plan is not being proposed in response to, or in anticipation of, any acquisition or take-over bid. The Rights Plan does not inhibit any
shareholder from using the proxy mechanism

C-1

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set
out in theBusiness Corporations Act(Ontario) to promote a change in the management or direction of the Corporation, including the right of holders
of not less than 5% of the issued voting shares to requisition the directors to call a shareholders' meeting to transact any proper business stated in the requisition.

The
reconfirmation of the Rights Plan will not lessen or affect the duty of the directors to act honestly and in good faith with a view to the best interests of the Corporation and its
shareholders. The Rights Plan does not affect in any way the financial condition of the Corporation. The initial issuance of the Rights is not dilutive and is not expected to have any effect on the
trading of the common shares. However, under certain circumstances, the exercise of the Rights may affect reported earnings per share. Even after the Separation Time (as defined below), unless
the Flip-in Event (as defined below) has occurred, it is possible that the Exercise Price (as defined below) will be substantially in excess of the market price of the common
shares, thereby precluding any economic motivation to exercise the Rights. In the event that a Flip-in Event has occurred and not all holders of Rights exercise their Rights, any holders
not exercising their Rights may suffer substantial dilution with respect to common shares which they then hold. The Corporation is not aware, however, of any instance in which rights similar to the
Rights have been exercised.

By
permitting holders of Rights other than an Acquiring Person (as defined below) to acquire common shares of the Corporation at a discount to market value, the Rights may cause
substantial dilution to a person or group that acquires 20% or more of the common shares alone or 20% or more of the Voting Shares without the Rights being terminated by the Board. The possibility of
such dilution is intended to encourage such a person or group to seek to negotiate with the Board, which would be in the best position to protect the interests of the Corporation and all of its
shareholders.

This
issuance of Rights will not change the manner in which shareholders currently trade their common shares. Shareholders do not have to return their certificates in order to have the
benefit of the Rights.

Terms of the Rights Plan

The following is a summary of the principal terms of the Rights Plan.

Issue of Rights

To implement the Rights Plan, the Board authorized the issue, effective as of the close of business on May 10, 1999 (the "Record Time"), of one
Right in respect of each outstanding common share to holders of record as at the Record Time. The Board also authorized the issue of one Right in respect of each common share issued after the Record
Time and prior to the Separation Time (as defined below) and the Expiration Time (as defined below). The Corporation has entered into an agreement (the "Rights Agreement") dated
as of April 22, 1999, with Montreal Trust Company of Canada, as rights agent, which provides for the exercise of the Rights, the issue of certificates evidencing the Rights and other related
matters.

Exercise of Rights

The Rights are not exercisable initially and certificates representing the Rights will not be sent to shareholders. Until the Separation Time (as defined
below), the Rights will be transferred with the associated common shares. Subject to certain exceptions, the Rights will separate from the common shares and become exercisable eight trading days after
the earlier of the first public announcement of the acquisition of beneficial ownership of 20% of the common shares of the Corporation by any person or the commencement of or announcement of a
person's intention to commence a take-over bid other than a Permitted Bid which would result in such person acquiring 20% of the Corporation's common shares, or such later time as the
Board may determine (in any such case, the "Separation Time"). After the Separation Time, but prior to the occurrence of a Flip-in Event (described below), each Right may be
exercised to purchase one common share of the Corporation at the stipulated exercise price.

Certificates
for common shares issued after the Record Time will bear a legend incorporating the Rights Agreement by reference. As soon as is practicable following the Separation Time,
separate certificates evidencing the Rights ("Rights Certificates") will be mailed to the holders of record of common shares as of the Separation Time and the Rights Certificates alone will evidence
the Rights. The Rights will expire at the close of

C-2

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the
Corporation's annual meeting next following the tenth anniversary date of the Rights Agreement (the "Expiration Time") unless earlier redeemed or exchanged by the Corporation and subject to
shareholder re-ratification of the Rights Plan and the Corporation's annual meeting following the sixth anniversary date of the Rights Agreement. The exercise price payable and the number
of securities issuable upon the exercise of the Rights are subject to adjustment from time to time to prevent dilution upon the occurrence of certain corporate events affecting the Voting Shares.

Exercise Price

The initial exercise price of the Rights is $80. The exercise price of the Rights is subject to adjustment from time to time in accordance with the provisions of
the Rights Agreement.

Separation Time

Until the Separation Time, the Rights will trade together with the common shares, will be represented by the common share certificates and will not be
exercisable. After the Separation Time, the Rights will become exercisable, will be evidenced by Rights certificates and will be transferable separately from the common shares.

The
"Separation Time" is the close of business on the eighth trading day (or such later day as may be determined by the Board) after the earlier of:



Permitted Bid

A "Permitted Bid" is defined in the Rights Agreement as a take-over bid made by take-over bid circular and which also complies with the
following requirements:



A
Permitted Bid, even if not approved by the Board, may be made directly to the shareholders of the Corporation. Shareholders' approval at a special meeting will not be required for a
Permitted Bid. Instead, shareholders of the Corporation will initially have 75 days to deposit their shares.

If
a potential offeror does not wish to make a Permitted Bid, it can negotiate with, and obtain the prior approval of, the Board to make a bid by take-over bid circular on
terms which the Board considers fair to all shareholders. In such circumstances, the Board may waive the application of the Rights Plan to that transaction, thereby allowing such bid to proceed
without dilution to the offeror, and will be deemed to have waived the application of the Rights Plan to all other contemporaneous bids made by take-over bid circular.

C-3

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A
"Competing Permitted Bid" is a take-over bid that is made after a Permitted Bid has been made but prior to its expiry, satisfies all the requirements of a Permitted Bid as
described above, except that a Competing Permitted Bid is not required to remain open for 75 days so long as it is open until the later of 35 days after the date of the Competing
Permitted Bid was made and 75 days after the earliest date on which a Permitted Bid then in existence was made.

Acquiring Person

In general, an "Acquiring Person" is a person who is the Beneficial Owner of 20% or more of the Corporation's outstanding Voting Shares. Currently, no Voting
Shares other than the common shares are outstanding. Excluded from the definition of "Acquiring Person" are the Corporation and its subsidiaries, and any person who becomes the Beneficial Owner of 20%
or more of the outstanding Voting Shares as a result of one or more, or any combination of, an Exempt Acquisition, a Permitted Bid Acquisition, a Pro Rata Acquisition or a Voting Share
Reduction. Under the Rights Plan:



Beneficial Ownership

In general, a person "Beneficially Owns" Voting Shares held by the person and Voting Shares actually held by others in circumstances where those holdings are or
should be grouped together for purposes of the Rights Plan. Included are holdings by the person's "Affiliates" (generally, a person that controls, is controlled by, or under common control with the
other person) and "Associates" (generally includes relatives sharing the same residence, partners, corporations in which an interest is held for 10% or more of the voting securities and trusts in
which a substantial beneficial interest is held). Also included are securities which the person or any of the person's Affiliates or Associates has the right to acquire within 60 days (other
than customary agreements with and between underwriters and/or banking group and/or selling group members with respect to a distribution of securities, and other than pledges of securities in the
ordinary course of business).

A
person is also deemed to "Beneficially Own" any securities that are Beneficially Owned by any other person with which the person is acting jointly or in concert (a "Joint
Actor"). Under the Rights Agreement, a person is a Joint Actor with anyone who is a party to an agreement, commitment or understanding with the first person or another person acting jointly or in
concert with the first person for the purpose of acquiring or offering to acquire Voting Shares or for the purpose of exercising jointly any voting rights.

The
definition of "Beneficial Ownership" contains several exclusions whereby a person is not considered to "Beneficially Own" a security. There are exemptions from the deemed "Beneficial
Ownership" provisions for institutional shareholders acting in the ordinary course of business. These exemptions apply to (i) a fund manager ("Fund Manager") which holds securities in the
ordinary course of business in the performance of its duties for the account of any other person (a "Client"); (ii) a licensed trust corporation ("Trust Company") acting as trustee or
administrator or in a similar capacity in relation to accounts of deceased or incompetent persons ("Estate Accounts") in relation to other accounts (each an "Other Account") and which holds such
security in the ordinary course of its duties for such accounts; (iii) the administrator or the trustee (a "Plan Administrator") of one or more pension funds or plans (a "Pension
Plan") registered under Canadian or U.S. law and the Pension Plan itself; or (iv) an agency (the "Crown Agent") established by statute, the ordinary business or activity of which
includes the management of investment funds for employee benefit plans, pension

C-4

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plans,
insurance plans, or various public bodies. The foregoing exemptions only apply so long as the Fund Manager, Trust Company, Plan Administrator or Crown Agent is not then making or has not then
announced an intention to make a take-over bid, other than an offer to acquire Voting Shares or other securities pursuant to certain market transactions made in the ordinary course of
business, a distribution by the Corporation or by means of a Permitted Bid. A Fund Manager, Trust Company, Plan Administrator or Crown Agent which loses its exemption from deemed Beneficial Ownership
under the foregoing provision will generally not become an Acquiring Person until a period of 10 days has elapsed since the first date of public announcement of its intention to make or
participate in the making of a take-over bid.

A
person will not be deemed to "Beneficially Own" a security because (i) the person is a Client of the same Fund Manager, an Estate Account or an Other Account of the same Trust
Company, or Plan with the same Plan Administrator as another person or Pension Plan on whose account the Fund Manager, Trust Company or Plan Administrator, as the case may be, holds such security; or
(ii) the person is a Client of a Fund Manager, Estate Account, Other Account or Pension Plan, and the security is owned by the Fund Manager, Trust Company or Plan Administrator, as the case may
be.

Flip-in Event

Under the Rights Agreement, a Flip-in Event is any transaction or event in which any person becomes an Acquiring Person. Except as set out below, from
and after the close of business on the eighth trading day following the Stock Acquisition Date:



Accordingly,
a Flip-in Event that is not approved by the Board will result in significant dilution to an Acquiring Person. The Board may, with shareholder approval, at any
time prior to the occurrence of a Flip-in Event, elect to redeem all of the outstanding Rights at a redemption price of $0.001 per Right.

Exchange Option

The Board will have the discretion to exchange, for the securities to which rights holders would otherwise be entitled, any form of debt, equity, securities or
other assets (or any combination thereof) having a value equal to the securities to which rights holders would otherwise be entitled. If the Board determines to exercise such exchange option,
the Corporation shall give notice of such exchange to the holders of such Rights stating the method by which such exchange will be effected and all rights to exercise the Rights will terminate other
than the right of such holders to receive the debt, equity, securities or assets in accordance with the exchange formula authorized by the Board.

Redemption, Waiver and Termination



C-5

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If
the Board is deemed to have elected or elects to redeem the Rights as described above, the right to exercise the Rights will thereupon, without further action and without notice,
terminate and the only right thereafter of the holders of Rights is to receive the Redemption Price (as defined in the Rights Plan). Within 10 days of any such election or deemed
election to redeem the Rights, the Corporation will notify the holders of the common shares or, after the Separation Time, the holders of the Rights.

Anti-Dilution Adjustments

The exercise price of a Right, the number and kind of securities subject to purchase upon exercise of a Right, and the number of Rights outstanding, will be
adjusted in certain events, including:



No
adjustment in exercise price will be made unless it represents, on a cumulative basis with other unreflected adjustments, at least a 1% change in the exercise price.

Supplements and Amendments

The Board may amend the Rights Plan in order to cure any clerical or typographical error therein. Changes that are necessary to maintain the validity of the
Rights Agreement and the Rights as a result of any change in any applicable legislation or regulation may be made by the Board and will remain effective if confirmed by the shareholders or, after the
Separation Time, the holders of the Rights.

Subject
to the above exceptions, any amendment, variation or deletion of or from the Rights Agreement and the Rights is subject to the prior approval of the holders of Voting Shares, or,
after the Separation Time, the holders of the Rights.

Independent Shareholders

The reconfirmation of the Rights Agreement must be approved by a majority of the votes cast by Independent Shareholders present or represented by proxy at the
Meeting. "Independent Shareholder" is defined in the Rights Plan to mean a holder of Voting Shares other than a holder of Voting Shares Beneficially Owned by: (i) an Acquiring Person;
(ii) an Offeror; (iii) any Associate or Affiliate of such Acquiring Person or Offeror; (iv) any person acting jointly or in concert with such Acquiring Person or Offeror; and
(v) any employee benefit plan, stock purchase plan, deferred profit sharing plan and any other similar plan or trust for the benefit

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of
employees of the Corporation or a subsidiary of the Corporation, unless the beneficiaries of the plan or trust direct the manner in which the Voting Shares are to be voted or direct whether the
Voting Shares are to be tendered to a "Take-over Bid".

An
"Offeror" is a person who has announced a current intention to make or who is making a "Take-over Bid". In general, a "Take-over Bid" is an offer to acquire
Voting
Shares or other securities of the Corporation if, assuming the Voting Shares or other securities of the Corporation subject to the offer to acquire are acquired at the date of such offer to acquire by
the person making such offer to acquire, the Voting Shares Beneficially Owned by the person making the offer to acquire would constitute, in the aggregate, 20% or more of the Voting Shares of the
Corporation then outstanding.

Regulatory Approvals

Any obligation of the Corporation or action contemplated by the Rights Plan shall be subject to the receipt of any requisite approval or consent from any
applicable regulatory authority including, without limiting the generality of the foregoing, any necessary approvals of the NYSE, TSX or any other stock exchange.

Certain
Canadian and U.S. Tax Consequences of the Rights

Canadian Tax Consequences

The Corporation did not and will not include any amount in income for the purposes of theIncome Tax Act(Canada) (the "Act") as the issue of the Rights. Pursuant to the Act, a right to acquire additional shares of the Corporation granted to a holder of common shares does not constitute a taxable
benefit to the recipient that must be included in income or that is subject to non-resident withholding tax if all holders of common shares are granted the right. Accordingly, holders of
common shares should not have an income inclusion or liability for non-resident withholding tax upon the issuance of the Rights or the reconfirmation of the Rights Plan. In any event, the
Corporation considers that the Rights have a negligible monetary value because the Corporation is not aware of any acquisition or take-over bid which will give rise to a
Flip-in Event, and there is only a remote possibility that the Rights will be exercised.

Although
a holder of a Right may have income or may be subject to non-resident withholding tax if the Rights become exercisable, are exercised or redeemed, the Corporation
considers the likelihood of such an event occurring to be remote.

U.S. Tax Consequences

Neither the Corporation nor its shareholders should recognize income, gain or loss for U.S. federal income tax purposes by reason of the issuance of Rights
or the reconfirmation of the Rights Plan. Although there is no authority directly addressing the issue, following an event which renders the Rights exercisable, shareholders may recognize taxable
income.

The
foregoing discussion concerning taxes is of a general nature only and is not intended to constitute nor should it be construed to constitute legal or tax advice to any particular
holder of the Corporation's Voting Shares. Such shareholders are advised to consult their own tax advisors regarding the consequences of acquiring, holding, exercising or otherwise disposing of their
Rights or certificates of entitlement, taking into account their own particular circumstances and any applicable Canadian or U.S. legislation.

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APPENDIX D    STATEMENT OF CORPORATE GOVERNANCE PRACTICES

The Corporation is required under the By-laws of the Toronto Stock Exchange ("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. Where the
Corporation's system is different from any of those guidelines or where the guidelines do not apply, the Corporation must provide 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.

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 and approval of a strategic plan which takes into account, among other things, the opportunities and risks of the business,
(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 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

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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. The Board has a Disclosure Policy which
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 2004, the Board held 20 meetings.

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

The
Board consists of eight directors. The Board believes that six of its eight current members, including Mr. Stockford, are "unrelated" within the meaning of the TSX Guidelines.
With the exception of Mr. Boyd and Mr. Scherkus, all directors are independent of management and free from any interest and any business which could materially interfere with their
ability to act as a director with a view to the best interests of the Corporation. 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 all directors except Mr. Boyd and Mr. Scherkus are independent, the Board took into consideration the fact that none of the
remaining directors 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 and grants of stock options.

Mr. Boyd
and Mr. Scherkus are considered related because they are officers of the Corporation. All directors, other than Mr. Boyd and Mr. Scherkus, also meet
the independence standard as set out in 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" with the ability to exercise a majority of the votes for the election of directors to the Board.

4.    The Board should appoint a committee of directors composed exclusively of non-management directors and 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.

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.

Agnico-Eagle
does not have a formal orientation and education program for new directors. However, all but three of the current directors have been members of the Board for several years
and are well versed in the business of Agnico-Eagle. Beginning in 2005, Agnico-Eagle will hold annual educational sessions with its directors and legal counsel to review and assess the Board's
corporate governance policies which will, among other things, permit new directors to become familiar with the corporate governance policies of Agnico-Eagle as they relate to its business.

7.    The Board should examine the size of the Board and undertake, where appropriate, a program to establish a Board size which facilitates effective decision
making.

The
size and composition of the Board is subject to periodic review by the Governance Committee.

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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, risk workload, and responsibility demanded by their positions. The Compensation
Committee periodically reviews and fixes the amount and composition of the compensation of directors. On March 17, 2004, due to increased risk and workload, the Compensation Committee decided
to amend the compensation of directors. For a summary of these changes, please 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 Corporate Governance Committee.

Audit Committee

The Audit Committee has two primary objectives. The first is to advise the Board of Directors in its oversight responsibilities regarding:



The
second primary objective of the Audit Committee is to prepare the reports required to be included in the management information circular in accordance with applicable laws or the
rules of applicable securities regulatory authorities.

On
April 23, 2003, the Corporation amended and restated the Audit Committee charter to incorporate the requirements of SOX, the new TSX Listing Standards and 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 TSX and 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 and all management
reports which accompany any financial statements. The Audit Committee is also responsible for all internal and external audit plans, any recommendation affecting the Corporation's internal controls,
the results of internal and external audits and any changes in accounting practices or policies. The Audit Committee reviews 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. The Audit Committee reviews and discusses 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. The Audit Committee is also responsible for considering the appointment and remuneration of external
auditors. The Audit Committee reports directly to the Board of Directors.

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The
Audit Committee is composed entirely of outside directors who are unrelated to and independent from the Corporation (currently, Mr. Nasso, Mr. Leiderman,
Mr. Kraft and Ms. Baker), each of whom is financially literate. In addition, both Mr. Kraft and Mr. Leiderman are chartered accountants currently active in private practice
and, as such, qualify as financial experts. The Audit Committee met five times in 2004.

Compensation Committee

The Compensation Committee is responsible for:



The
Compensation Committee reports directly to the Board. The Charter of the Compensation Committee provides that each member of the Compensation Committee must be unrelated and
independent, as these terms are defined in the TSX and NYSE Amendments.

The
Compensation Committee is composed entirely of outside directors who are unrelated to and independent from the Corporation (currently, Mr. Leiderman, Mr. Beaumont and
Mr. Kraft). Dr. Alan Green acted as a member of the Compensation Committee during the year ended December 31, 2004. Dr. Green's membership on the Committee ceased upon his
resignation from the Board on January 17, 2005. The Compensation Committee met five times in 2004.

Governance Committee

The Governance Committee is responsible for:



The
Governance Committee also provides a forum for a discussion of matters not readily discussed in a full Board meeting. The Charter of the Governance Committee provides that each
member of the Governance Committee must be unrelated and independent, as these terms are defined in the TSX and NYSE Amendments.

The
Governance Committee is composed entirely of outside directors who are unrelated to and independent from the Corporation (currently, Mr. Sheriff and Mr. Beaumont).
Dr. Green acted as a member of the Governance Committee during the year ended December 31, 2004. His membership on the Committee ceased upon his resignation from the Board on
January 17, 2005. The Governance Committee met once in 2004.

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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 and assess the Chief Executive
Officer against these objectives.

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. The Corporation's authorization policy and risk management policy 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.

The
Board meets without management regularly at the request of the directors and at least once each quarter after each Board meeting held to consider interim and annual financial
statements. In 2004, the Board met without management on six separate occasions including the four scheduled quarterly meetings.

13.    The Board should ensure that the Audit Committee is composed of unrelated 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. For instance, in 2004, the Board engaged technical advisors to assist the Board in responding to certain inquiries from securities regulators.

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