Management Information Circular (2017)Full Document 

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LOGO

ALAMOS GOLD INC.

MANAGEMENT INFORMATION CIRCULAR

LOGO

Notice of Annual and Special Meeting of Shareholders – May 13, 2016


LOGO

ALAMOS GOLD INC.

April 1, 2016

Fellow shareholders:

On behalf of the Board of Directors and Management of Alamos Gold Inc. (the "Company"), I would like to invite you to attend the annual and special meeting of shareholders that will be held this year at the TMX Broadcast Centre, 130 King Street West, Toronto, Ontario, on Friday, May 13, 2016, at 10:00 a.m. (Toronto Time).

The enclosed Management Information Circular contains important information about the meeting, voting, the nominated directors, our governance practices and how we compensate our executives and directors, among other things. It also describes the board’s role and responsibilities. In addition to these items, we will discuss, at the meeting, highlights of our 2015 performance and our plans for the future. You will also be able to meet and interact with your directors and the senior officers of the Company.

Your participation in the affairs of the Company is important to us. It is important that you exercise your vote, either in person at the meeting, by completing and returning your proxy form, by telephone or online.

I look forward to seeing you at the meeting.

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John A. McCluskey

President and Chief Executive Officer

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LOGO

ALAMOS GOLD INC.

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the annual and special meeting (the "Meeting") of shareholders of Alamos Gold Inc. (the "Company" or "Alamos") will be held at the TMX Broadcast Centre, 130 King Street West, Toronto, Ontario, on Friday, May 13, 2016, at 10:00 a.m., Toronto Time, in order to:

1.

Receive and consider the consolidated financial statements of the Company for its financial year ended December 31, 2015, and the auditors’ report thereon;

2.

Elect directors who will serve until the next annual meeting of shareholders;

3.

Appoint auditors that will serve until the next annual meeting of shareholders and authorize the directors to set their remuneration;

4.

Approve the Company’s Long Term Incentive Plan;

5.

Approve certain changes to the Company’s Shareholders Rights Plan;

6.

Approve certain changes to the Company’s By-laws;

7.

Consider and, if thought advisable, pass an advisory resolution on the Company’s approach to executive compensation; and

8.

Transact such other business as may properly be brought before the Meeting or adjournment thereof.

The accompanying Information Circular provides additional information relating to the matters to be dealt with at the Meeting and forms part of this Notice. The Board of Directors of the Company has fixed the close of business on March 30, 2016 as the record date for determining the shareholders who are entitled to receive notice of, and to vote at, the Meeting and any postponement or adjournment thereof. Alamos has prepared a list, as of the close of business on the record date, of the holders of Alamos common shares. A holder of record of common shares of Alamos whose name appears on such list is entitled to vote the shares shown opposite such holder’s name on such list at the Meeting.

Shareholders are cordially invited to attend the Meeting. Shareholders are requested to date, sign and return the accompanying form of proxy for use at the Meeting if they are not able to attend the Meeting personally. To be effective, forms of proxy must be received by the Company’s registrar and transfer agent, Computershare Investor Services Inc., not later than 10:00 a.m., Toronto time, on May 11, 2016.

DATED at Toronto, Ontario, this 1st day of April, 2016.

By Order of the Board of Directors.

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Nils F. Engelstad

Vice President, General Counsel

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TABLE OF CONTENTS

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

iii

MANAGEMENT INFORMATION CIRCULAR

1

SOLICITATION OF PROXIES

1

RECORD DATE

1

APPOINTMENT AND REVOCATION OF PROXIES

1

PROVISIONS RELATING TO VOTING OF PROXIES

2

REVOCATION OF PROXIES

2

ADVICE TO BENEFICIAL SHAREHOLDERS OF COMMON SHARES

2

NOTICE-AND-ACCESS

3

BENEFICIAL AND REGISTERED SHAREHOLDERS

4

HOW TO OBTAIN PAPER COPIES OF THE MEETING MATERIALS

4

VOTING SHARES AND PRINCIPAL HOLDERS THEREOF

4

BUSINESS OF THE MEETING

6

Our Policy on Majority Voting

11

Cease Trade Orders, Bankruptcies and Penalties and Sanctions

11

STATEMENT OF CORPORATE GOVERNANCE PRACTICES

26

The Role of the Board of Directors

26

Director Independence

27

Attendance Record in 2015 for Directors

27

Board Assessment

29

Skills and Areas of Expertise

29

Diversity

30

Director Tenure

31

Strategic Planning

31

Risk Management

32

Committees of the Board

32

REPORT ON EXECUTIVE COMPENSATION

36

Compensation Discussion and Analysis

36

Base Salary

38

Non-Equity Annual Incentive

39

Long-Term Incentive Plans

39

Pension Plans

40

Employee Share Purchase Plan

41

Managing Compensation-Related Risk

42

Summary of Compensation

43

CEO Compensation

45

Corporate Metrics

49

Termination and Change of Control

54

Report on Director Compensation

59

OTHER INFORMATION

64

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Securities Authorized for Issuance under Equity Compensation Plans

64

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

64

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

64

MANAGEMENT CONTRACTS OF NAMED EXECUTIVE OFFICERS

65

AUDIT COMMITTEE

65

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

65

ADDITIONAL INFORMATION

65

Schedule "A" – Summary of 2016 Rights Plan

66

Schedule "B" – Amended By-Law No. 1

70

Schedule "C" – Board of Directors Mandate

78

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LOGO

ALAMOS GOLD INC.

MANAGEMENT INFORMATION CIRCULAR

(This information is given as at April 1, 2016, unless otherwise indicated)

SOLICITATION OF PROXIES

This Management Information Circular (the "Circular") is furnished in connection with the solicitation of proxies by the management of Alamos Gold Inc. (the "Company" or "Alamos") for use at the Annual and Special General Meeting of the Shareholders of the Company (the "Meeting") (and at any adjournment thereof) to be held at 10:00 a.m., Toronto Time, on May 13, 2016 at the TMX Broadcast Centre, 130 King Street West, Toronto, Ontario.

The Company will bear the expense of this solicitation. It is expected the solicitation will be made primarily by mail, but regular employees or representatives of the Company (none of whom shall receive any extra compensation for these activities) may also solicit by telephone, facsimile and in person and arrange for intermediaries to send this Circular and the form of proxy to their principals at the expense of the Company.

The contents and the sending of this Circular have been approved by the Board of Directors of the Company (the "Board").

All dollar amounts referenced in this Circular are in United States Dollars, unless otherwise specified. The exchange rate as at December 31, 2015 was Cdn$1.00 = US$0.722.

RECORD DATE

The directors of the Company have set the close of business on March 30, 2016 as the record date (the "Record Date") for determining which shareholders shall be entitled to receive notice of and to vote at the Meeting. Only shareholders of record as of the Record Date shall be entitled to receive notice of and to vote at the Meeting, unless after the Record Date a shareholder transfers his or her common shares and the transferee (the "Transferee"), upon establishing that the Transferee owns such common shares, requests in writing, at least 10 days prior to the Meeting or any adjournments thereof, that the Transferee may have his or her name included on the list of shareholders entitled to vote at the Meeting, in which case the Transferee is entitled to vote such shares at the Meeting. Such written request by the Transferee shall be sent to the Company’s Vice President, General Counsel at the following address: Brookfield Place, 181 Bay Street, Suite 3910, Toronto, Ontario, Canada, M5J 2T3.

APPOINTMENT AND REVOCATION OF PROXIES

The persons named in the accompanying form of proxy are designated as proxy holders by management of the Company. A SHAREHOLDER WISHING TO APPOINT SOME OTHER PERSON (WHO NEED NOT BE A SHAREHOLDER) TO REPRESENT HIM OR HER AT THE MEETING MAY DO SO either by inserting such person’s name in the blank space provided in the accompanying form of proxy or by completing another proper form of proxy and, in either case, delivering the completed proxy to Computershare Investor Services Inc., 9th Floor, 100 University Avenue, Toronto, Ontario, M5J 2Y1, not less than 48 hours (excluding Saturdays, Sundays and holidays) prior to the time of the Meeting unless the Chairman of the Meeting elects to exercise his discretion to accept proxies received subsequently. Telephone voting can be completed at 1-866-732-vote (1-866-732-8683) and Internet voting can be completed at www.investorvote.com.


PROVISIONS RELATING TO VOTING OF PROXIES

The shares represented by proxy will be voted or withheld from voting by the designated proxy holder in accordance with the instructions of the shareholder appointing him or her on any ballot that may be called for and, if the shareholder specifies a choice with respect to any matter to be acted upon, the shares will be voted accordingly. If there are no instructions provided by the shareholder, those shares will be voted in favour of all proposals set out in this Circular. The proxy gives the person named in it the discretion to vote as they see fit on any amendments or variations to matters identified in the Notice of Meeting, or any other matters which may properly come before the Meeting. At the time of printing of this Circular, the management of the Company knows of no other matters which may come before the Meeting other than those referred to in the notice of meeting.

REVOCATION OF PROXIES

Any registered shareholder who has returned a proxy may revoke it at any time before it has been exercised. In addition to revocation in any other manner permitted by law, a proxy may be revoked by instrument in writing, including a proxy bearing a later date, executed by the registered shareholder or by an attorney authorized in writing or, if the registered shareholder is a corporation, under its corporate seal or by an officer or attorney thereof duly authorized.

The instrument revoking the proxy must be deposited at (i) the registered office of the Company, Brookfield Place, 181 Bay Street, Suite 3910, Toronto, Ontario, Canada, M5J 2T3, at any time up to and including the last business day preceding the date of the Meeting or any adjournment thereof duly authorized; or (ii) provided at the Meeting to the Chairman of the Meeting. Only registered shareholders have the right to revoke a proxy. Non-registered shareholders who wish to change their vote must, at least seven (7) days before the Meeting, arrange for their respective intermediaries to revoke the proxy on their behalf.

ADVICE TO BENEFICIAL SHAREHOLDERS OF COMMON SHARES

The information set forth in this section is of significant importance to many shareholders as a substantial number of shareholders do not hold common shares in their own names. Shareholders who do not hold their shares in their own name ("Beneficial Shareholders") should note that only proxies deposited by shareholders whose names appear on the records of the Company as the registered holders of common shares can be recognized and acted upon at the Meeting. If common shares are listed in an account statement provided to a shareholder by a broker, then in almost all cases those common shares will not be registered in the shareholder’s name on the records of the Company. Such common shares will more likely be registered under the name of the shareholder’s broker or an agent of that broker. In Canada, the vast majority of such common shares are registered under the name of CDS & Co (the registration name for The Canadian Depository for Securities Limited, which acts as nominee for many Canadian brokerage firms). Common shares held by brokers or their agents or nominees can only be voted (for or against resolutions) upon the instructions of the Beneficial Shareholders. Therefore, Beneficial Shareholders should ensure that instructions respecting the voting of their common shares are communicated to the appropriate person well in advance of the Meeting.

Applicable regulatory policies require intermediaries/brokers to seek voting instructions from Beneficial Shareholders in advance of shareholders’ meetings. Every intermediary/broker has its own mailing procedures and provides its own return instructions to clients, which should be carefully followed by Beneficial Shareholders in order to ensure that their common shares are voted at the Meeting. The form of proxy supplied to a Beneficial Shareholder by its broker (or the agent of the broker) is similar to the form of proxy

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provided to registered shareholders by the Company. However, its purpose is limited to instructing the registered shareholder (the broker or agent of the broker) how to vote on behalf of the Beneficial Shareholder. The majority of brokers now delegate responsibility for obtaining instructions from clients to Broadridge Financial Solutions, Inc. ("Broadridge") in Canada. Broadridge typically applies a special sticker to proxy forms, mails those forms to the Beneficial Shareholders, and asks Beneficial Shareholders to return the proxy forms to Broadridge. Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of shares to be presented at the Meeting. A Beneficial Shareholder receiving a proxy with a Broadridge sticker on it cannot use that proxy to vote common shares directly at the Meeting. The proxy must be returned to Broadridge well in advance of the Meeting in order to have the common shares voted.

Although a Beneficial Shareholder may not be recognized directly at the Meeting for the purposes of voting common shares registered in the name of the Beneficial Shareholder broker (or agent of the broker), a Beneficial Shareholder may attend at the Meeting as proxy holder for the registered shareholder and vote the common shares in that capacity. Beneficial Shareholders who wish to attend at the Meeting and indirectly vote their common shares as proxy holder for the registered shareholder should enter their own names in the blank space on the instrument of proxy provided to them and return the same to their broker (or the broker’s agent) in accordance with the instructions provided by such broker (or agent), well in advance of the Meeting. Alternatively, a Beneficial Shareholder may request in writing that their broker send to the Beneficial Shareholder a legal proxy which would enable the Beneficial Shareholder to attend at the Meeting and vote their common shares.

In addition, Canadian securities legislation permits the Company to forward notice and voting instruction form directly to "Non-Objecting Beneficial Shareholders". If the Company or its agent has sent these materials directly to you (instead of through a nominee), your name, address and information about your holding of securities has been obtained in accordance with applicable securities regulatory requirements from the nominee holding on your behalf. By choosing to send these materials to you directly, the Company (and not the nominee holding on your behalf) has assumed responsibility for (i) delivering materials to you; and (ii) executing your proper voting instructions.

NOTICE-AND-ACCESS

This year the Company is using the "notice-and-access" system adopted by the Canadian Securities Administrators for the delivery of the Circular and 2015 annual report to both beneficial and registered shareholders, which includes the Company’s management’s discussion and analysis and annual audited consolidated financial statements for the fiscal year ended December 31, 2015 (collectively, the "Meeting Materials"). Under notice-and-access, you will still receive a proxy or voting instruction form enabling you to vote at the Meeting. However, instead of a paper

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