AGF Management : January 25, 2023

AGF Management Limited Annual Information Form

January 25, 2023

AGF Management Limited	January 25, 2023
Annual Information Form

Table of Contents
CORPORATE STRUCTURE	4
GENERAL DESCRIPTION OF BUSINESS	6
DESCRIPTION OF BUSINESS	8
RISK FACTORS	8
DIVIDENDS	8
DESCRIPTION OF CAPITAL STRUCTURE	8
VOTING RIGHTS AND MATERIAL CHARACTERISTICS OF CLASS A VOTING SHARES AND CLASS B NON-VOTING SHARES	8
MARKET FOR SECURITIES	9
DIRECTORS AND EXECUTIVE OFFICERS	10
CORPORATE GOVERNANCE	12
CODE OF BUSINESS CONDUCT AND ETHICS	32
COMPENSATION DISCUSSION AND ANALYSIS	33
SENIOR MANAGEMENT DIVERSITY INITIATIVES	52
SHAREHOLDER COMMUNICATION	53
VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES	53
TRANSFER AGENT AND REGISTRAR	53
INTEREST OF EXPERTS	53
LEGAL PROCEEDINGS AND REGULATORY ACTIONS	53
ADDITIONAL INFORMATION	54
EXHIBIT "A"	55
EXHIBIT "B"	59
EXHIBIT "C"	65
EXHIBIT "D"	69

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AGF Management Limited	January 25, 2023
Annual Information Form

Caution Regarding Forward-Looking Statements

This Annual Information Form ("AIF") includes forward-looking statements about AGF Management Limited, including its business operations, strategy and expected financial performance and condition. Forward-looking statements include statements that are predictive in nature, depend upon or refer to future events or conditions, or include words such as "expects", "estimates", "anticipates", "intends", "plans", "believes", or negative versions thereof and similar expressions, or future or conditional verbs such as "may", "will", "should", "would" and "could". In addition, any statement that may be made concerning future financial performance (including income, revenues, earnings or growth rates), ongoing business strategies or prospects, fund performance, and possible future action on our part, is also a forward-looking statement.

Forward-looking statements are based on certain factors and assumptions including expected growth, results of operations, business prospects, business performance and opportunities. While we consider these factors and assumptions to be reasonable based on information currently available, they may prove to be incorrect. Forward- looking statements are based on current expectations and projections about future events and are inherently subject to, among other things, risks, uncertainties and assumptions about our operations, economic factors and the financial services industry generally. They are not guarantees of future performance, and actual events and results could differ materially from those expressed or implied by forward-looking statements made by us due to, but not limited to, important risk factors such as level of assets under our management, volume of sales and redemptions of our investment products, performance of our investment funds and of our investment managers and advisors, client driven asset allocation decisions, pipeline, competitive fee levels for investment management products and administration, and competitive dealer compensation levels and cost efficiency in our investment management operations, as well as general economic, political and market factors in North America and internationally, interest and foreign exchange rates, global equity and capital markets, business competition, taxation, changes in government regulations, unexpected judicial or regulatory proceedings, technological changes, cybersecurity, the possible effects of war or terrorist activities, outbreaks of disease or illness that affect local, national or international economies (such as COVID-19), natural disasters and disruptions to public infrastructure, such as transportation, communications, power or water supply or other catastrophic events, and our ability to complete strategic transactions and integrate acquisitions, and attract and retain key personnel. We caution that the foregoing list is not exhaustive. In addition to the factors mentioned above, additional risk factors and uncertainties can be found in our MD&A which is incorporated by reference into this AIF, and our other filings with the Canadian provincial securities commissions. The reader is cautioned to consider these and other factors carefully and not place undue reliance on forward-looking statements. Other than specifically required by applicable laws, we are under no obligation and we expressly disclaim any such obligation to update or alter the forward-looking statements whether as a result of new information, future events or otherwise.

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AGF Management Limited	January 25, 2023
Annual Information Form

CORPORATE STRUCTURE

The Company

AGF Management Limited ("AGF") was incorporated under the laws of the Province of Ontario by Letters Patent on February 2, 1960. On July 31, 1976, AGF amalgamated under the laws of the Province of Ontario by Certificate and Articles of Amalgamation. On December 1, 1994, AGF again amalgamated under the laws of the Province of Ontario with its 99.9% owned subsidiary G.E.F. Management Limited. The head and registered office of AGF is CIBC SQUARE, Tower One, 81 Bay Street, Suite 3900, Toronto, Ontario, M5J 0G1. AGF, together with its direct and indirect subsidiaries, are referred to in this AIF as "we", "us", "our", "AGF" or "the Company".

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AGF Management Limited	January 25, 2023
Annual Information Form

Intercorporate Relationships

As at the date of this AIF, the relationship between AGF and certain of its subsidiaries is shown below:

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