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Management Proxy Circular

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Management Proxy Circular NOTICE OF ANNUAL MEETING OF SHAREHOLDERS OF IGM FINANCIAL INC. NOTICE IS HEREBY GIVEN that the Annual Meeting of the Shareholders of IGM Financial Inc. will be held at The Metropolitan Entertainment Centre, 281 Donald Street, Winnipeg, Manitoba, Canada on Friday, May 5, 2017 at 10:30 a.m., Central Time, for the following purposes: (1) to receive the report of the directors for the year ended December 31, 2016, and the consolidated financial statements for such period and the auditors’ report thereon; (2) to elect directors; (3) to appoint auditors; and (4) to transact such other business as may properly come before the Meeting. By resolution of the Board of Directors, holders of Common Shares of record at the close of business on March 8, 2017 are entitled to notice of and to vote at the Meeting. The register of transfers will not be closed. BY ORDER OF THE BOARD OF DIRECTORS Donald MacDonald Secretary Winnipeg, Manitoba February 24, 2017 IF YOU DO NOT EXPECT TO BE PRESENT AT THE MEETING, PLEASE COMPLETE, DATE AND SIGN THE ACCOMPANYING FORM OF PROXY AND RETURN IT IN THE MANNER DESCRIBED UNDER “APPOINTMENT OF PROXIES AND VOTING PROCEDURES” IN THE ATTACHED MANAGEMENT PROXY CIRCULAR. Si vous préférez recevoir un exemplaire en français, veuillez vous adresser au secrétaire de la Société financière IGM Inc., 447, avenue Portage, Winnipeg (Manitoba) Canada R3B 3H5. ™ Trademark owned by IGM Financial Inc. and licensed to its subsidiary corporations. CONTENTS Management Proxy Circular .............................................................................................................................................4 Appointment of Proxies and Voting Procedures ..........................................................................................................4 Proxies – Registered Shareholders .............................................................................................................................4 Proxies – Non-Registered Shareholders ..................................................................................................................5 Voting of Proxies ..................................................................................................................................................................5 Discretionary Authority .....................................................................................................................................................5 Voting Shares and Principal Holders Thereof .................................................................................................................5 Election of Directors ...................................................................................................................................................................6 Nominees for Directors of the Board .........................................................................................................................6 Compensation of Directors ............................................................................................................................................. 16 Director Compensation ......................................................................................................................................................... 16 Annual Board Retainer........................................................................................................................................................... 16 Director Compensation Table ............................................................................................................................................. 17 Director Compensation Equity as at December 31, 2016 ................................................................................... 18 Statement of Executive Compensation .................................................................................................................. 20 Summary Compensation Table.......................................................................................................................................... 20 Incentive Plan Awards ............................................................................................................................................................ 22 Incentive Plan Awards – Value Vested or Earned During the Year .................................................................. 23 Equity Compensation Plans ................................................................................................................................................. 23 Retirement Plan Benefits ...................................................................................................................................................... 25 Termination and Change of Control Benefits ............................................................................................................. 27 Indebtedness of Directors and Executive Officers ........................................................................................... 28 Aggregate Indebtedness of Present and Former Executive Officers, Directors and Employees ........ 28 Indebtedness of Directors and Executive Officers .................................................................................................... 28 Compensation Discussion and Analysis ................................................................................................................. 29 Executive Compensation Policy ......................................................................................................................................... 29 Components of Executive Compensation .................................................................................................................... 29 The Human Resources Committee and Compensation Governance ............................................................. 33 Compensation Risk Management .................................................................................................................................... 35 Hedging Equity-Based Compensation ........................................................................................................................... 35 Performance Graph ................................................................................................................................................................. 35 Appointment of Auditors ................................................................................................................................................. 37 Auditor’s Fees ............................................................................................................................................................................. 37 Statement of Corporate Governance Practices ................................................................................................. 37 Independence of Directors ................................................................................................................................................... 38 Resolution of Conflicts ........................................................................................................................................................... 40 Board and Committee Mandates ..................................................................................................................................... 40 Director Affiliations and Attendance ............................................................................................................................... 41 Chair and CEO Position Description ............................................................................................................................... 41 Orientation and Continuing Education .......................................................................................................................... 41 Ethical Business Conduct ...................................................................................................................................................... 41 Nomination and Assessment of Directors .................................................................................................................... 42 Executive Officer Diversity ................................................................................................................................................... 43 Human Resources Committee ........................................................................................................................................... 43 Additional Information ...................................................................................................................................................... 44 Proposals .................................................................................................................................................................................... 44 Approval of Management Proxy Circular ............................................................................................................... 44 Schedule “A” – Board of Directors Charter ............................................................................................................. 45 IGM FINANCIAL INC. | MANAGEMENT PROXY CIRCULAR 3 MANAGEMENT PROXY CIRCULAR This Management Proxy Circular is sent in connection with the solicitation by the management of IGM Financial Inc. (the “Corporation”) of proxies for use
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