Investor Relations

AGF Management Limited (the Corporation) has established a stock dividend plan (the Plan) pursuant to which registered holders of Class B shares of the Corporation (Class B Shares) have the right to elect to receive all or part of such cash dividends which have been declared by the board of directors of the Corporation (the Directors) in the form of a stock dividend payable in Class B Shares.

Administration

Computershare Trust Company of Canada currently acts as the Corporation’s agent to administer the Plan (the Agent).

Participation

A registered holder of record of Class B Shares, who is resident of Canada or a Designated Foreign Resident (as defined below), each an Eligible Shareholder, may enrol in the Plan by duly completing an enrolment form (Enrolment Form) and returning it to the Agent no later than five (5) days prior to the relevant dividend record date in respect of which the Eligible Shareholder wishes to initiate participation in the Plan. Enrolment can also be completed securely and conveniently online from the Agent’s website at www.computershare.com from the Investor Centre. If the Agent receives the Enrolment Form after such date, the dividend will be paid to the shareholder in cash, in the usual manner and participation in this Plan will be initiated for the succeeding dividends. The Enrolment Form directs the Corporation to pay and satisfy all cash dividends, on all or a portion of the Eligible Shareholder’s Class B Shares by the issue of a stock dividend of Class B Shares to the Agent for the account of the Eligible Shareholder as and when permitted by the Directors.

Beneficial owners of the Class B Shares whose shares are not registered in their own names, and who are residents of Canada or Designated Foreign Residents, may participate in this Plan by either: (a) having their Class B Shares transferred into their own name, or (b) by instructing their broker, trust company, bank or other nominee to participate in this Plan on their behalf while maintaining the Class B Shares in their nominee’s account. Beneficial owners are advised to contact their nominees to determine their respective nominee’s practice in connection with allowing a shareholder to participate in the Plan. Further, nominees may require different deadlines and time periods to be followed than as described above.

Once an Eligible Shareholder has enrolled in this Plan (a Participant), participation continues automatically, unless terminated, in accordance with the terms of this Plan.

Limited Non-Resident’s Participation in this Plan

Holders of Class B Shares who are not residents of Canada may not participate in the Plan, unless such holders are resident of the United States or Cayman Islands (each a Designated Foreign Resident), provided the Corporation is permitted to issue stock dividends in such jurisdictions without any prospectus or registration requirement, or similar filing in such jurisdictions.

Valuation of Shares Issued Under the Plan

Class B Shares will be issued under the Plan at the weighted average price at which the Class B Shares are traded on the Toronto Stock Exchange during the 10 trading days immediately preceding the record date applicable to the relevant dividend (the Market Price).

With respect to each dividend payment date on which the Directors authorize Class B Shares to be issued under the Plan, the Corporation will advise the Agent of the amount of the cash dividend per Class B Share which Participants of the Plan would otherwise receive and the Market Price of the Class B Shares to be issued.

Each Participant’s account will be credited with that number of Class B Shares, including fractions of a share  (up to six decimal places), which, when multiplied by the Market Price will be equal to the cash dividends declared on all Class B Shares held of record by the Participant and/or the Agent on behalf of the Participant under the Plan on the record date for such dividend in respect of which an election has been made less any applicable withholding taxes.

Costs

There are no brokerage commissions payable by a Participant in connection with the issuance of Class B Shares under the Plan. While the administrative costs of the Plan are paid by the Corporation, any fee charged by the Participant’s nominee will not be paid by the Corporation or the Agent.

Withdrawal of Class B Shares

Certificates for Class B Shares issued under the Plan will not be issued to Participants unless specifically requested. Participants who wish to withdraw Class B Shares, but do not wish to terminate their participation in this Plan, may do so by duly completing the withdrawal portion of the voucher located on the reverse of the statement of account (the Withdrawal Request Form) and sending it to the Agent. A Withdrawal Request Form may also be obtained from the Agent at the address set forth in the Notices section of this Plan or by contacting the Agent’s National Customer Contact Centre at the number listed below. The Agent will generally issue certificates to a Participant within three weeks of receipt of the Withdrawal Request Form. Certificates will not be issued for fractions of a Class B Share. Please note that the dividends on the certificated Class B Shares will, until such shares are sold or otherwise transferred, continue to be reinvested under this Plan, as will dividends on any Class B Shares remaining in the Participant’s account.

Accounts under the Plan will be maintained in the name in which Class B Shares are registered at the time the Participant entered into the Plan. Consequently, certificates for whole Class B Shares withdrawn from this Plan will be registered in the same manner.

Termination of Participation

Participation in the Plan may be terminated by a Participant at any time by duly completing the termination portion of the voucher on the reverse of the statement of account (the Termination Request Form) and sending it to the Agent. A duplicate statement copy containing the voucher may be obtained from the Agent at the address below.

When a Participant terminates participation in the Plan, the Participant will receive a certificate for the whole Class B Shares held for such Participant’s account and a cash payment for any fractions of a share held in such account. These fractions will be paid out at the price available in the market at the time of processing. If the Agent does not receive the Termination Request Form at least five (5) days prior to the applicable record date, the termination and settlement of the Participant’s account will not commence until after the next stock dividend has completed.

Generally, a Termination Request Form will be processed within three weeks of the receipt by the Agent of the Termination Request Form or within three weeks after the next dividend payment date. No Termination Request Form will be processed between the dividend record date and the dividend pay date.

Participation in the Plan will be terminated upon receipt by the Agent of evidence satisfactory to the Agent of the death of a Participant; thereafter all dividends paid in respect of the Class B Shares of the deceased Participant will be paid in cash. In the case of termination of participation due to death, a certificate for whole Class B Shares held in such Participant’s account will be issued in the name of the estate of the deceased Participant along with a cash payment representing payment for any fraction of a share in the account.

Additional Forms

Additional forms and/or plan information may be obtained at any time from the Investor Centre on the Agent’s website at www.computershare.com or by calling Computershare’s toll-free line at 1 800 564-6253.

By setting up a free personal login account, Participants will be able to:
1) View account balances
2) Update account details
3) Check payment information
4) Transfer shares
5) Change address
6) Access statements online
7) Access/print tax forms online

Statement of Account

The Agent will maintain an account for each Participant other than those whose shares are held through a nominee. A statement of account will be mailed by the Agent to each Participant approximately three weeks after each investment. This statement will set out the amount of the dividend paid on the Participant’s Class B Shares for the relevant period, the number of additional Class B Shares purchased through this Plan for the period, the dates of these purchases, the applicable purchase price per Class B Share and the updated total number of Class B Shares being held for the Participant in this Plan. These statements are a Participant’s continuing record of the cost of purchase and should be kept for tax purposes. In addition, each Participant will receive the appropriate information annually for reporting dividend for tax purposes.

Statements of accounts for Participants whose shares are held through a nominee are available through their nominee.

Rules and Regulations

The Corporation may from time to time adopt rules and regulations to facilitate the administration of the Plan, and such rules and regulations will be binding on all Participants (including existing Participants) when adopted. The Corporation also reserves the right to regulate and interpret the Plan as it deems necessary or desirable to ensure its efficient and equitable operation. Any issues of interpretation arising in connection with the Plan or its application shall be conclusively determined by the Corporation.

Amendment, Suspension or Termination of the Program

The Corporation reserves the sole right to amend, suspend or terminate the Plan at any time subject to pre-clearance of any such amendment by the TSX, and such amendments, suspension or termination will be binding on all Participants. In the event of termination of the Plan by the Corporation, a certificate for whole Class B Shares held for a Participant’s account under the Plan and a cash payment for any fraction of a share held in such account, based on the closing price of the Class B Shares on the TSX as of the close of the trading day following the date of the termination of the Plan, will be remitted to the Participant.

Responsibility of the Corporation and the Agent

Neither the Corporation nor the Agent shall be liable under the Plan, except in the case of wilful misconduct, for any act or for any omission to act, in connection with the operation of the Plan including, without limitation, any claims of liability:

1. Arising out of failure to terminate a Participant’s account upon such Participant’s death prior to receipt of notice in writing of such death;
2. With respect to the prices at which Class B Shares are purchased for the Participant’s account and the time such purchases are made; or
3. Arising out of actions taken as a result of inaccurate or incomplete information or instructions

Notices

All notices required to be given to a Participant under this Plan will be mailed to the most recent address shown on the records of the Agent.

All communications to the Agent and request for forms or information regarding this Plan should be directed to:

Computershare Trust Company of Canada
100 University Ave., 9th Floor
Toronto, Ontario M5J 2Y1
Attention: Dividend Reinvestment Department
or the National Customer Contact Centre at 1 800 564-6253