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| Appointment of Proxyholder I/We, being holder(s) of common shares of Nouveau Monde Graphite Inc. (the “Corporation”), hereby appoint: Mr. Eric Desaulniers, President and Chief Executive Officer of the Corporation, or, failing him, Mr. Charles-OIivier Tarte, Chief Financial Officer of the Corporation, or __________________________________________________________________________________ Print the name of the person you are appointing if this person is someone other than the individuals listed above as proxy of the undersigned, to attend, act and vote on behalf of the undersigned in accordance with the direction below (or if no directions have been given, as the proxy sees fit) on all the following matters and any other matter that may properly come before the annual general and special meeting of shareholders of the Corporation (the “Meeting”) to be held via live webcast available online using the LUMI meeting platform at https://web.lumiagm.com/470492294, on Monday, June 19, 2023 at 10:00 a.m. (Eastern Time), and at any and all adjournments or postponements thereof in the same manner, to the same extent and with the same powers as if the undersigned were personally present, with full power of substitution. To participate, interact, ask questions or vote at the Meeting, participants will need a control number (see control number set forth on this Proxy for registered shareholders) and the following password: “nou2023” (case sensitive). If you appoint a proxyholder other than the proxyholders listed above then, in addition to returning your proxy by mail, fax, email or Internet to TSX Trust Company (“TSX”), YOU MUST ALSO either call TSX at 1 866 751-6315 (toll free in Canada and the United States) or 1 647-252-9650 (other countries) or complete the electronic form available at www.tsxtrust.com/control-number-request by 10:00 a.m. (Eastern Time) on June 15, 2023 to properly register your proxyholder, so that TSX may provide such proxyholder with a 13-digit proxyholder control number via email. Such 13-digit proxyholder control number will differ from the control number set forth on this Proxy. Without a 13-digit proxyholder control number, your proxyholder will not be able to participate, interact, ask questions or vote at the Meeting, but will be able to attend as a guest. MANAGEMENT’S VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES. Please use a dark black pencil or pen. 1. Election of Directors FOR AGAINST FOR AGAINST 1. Stephanie Anderson 5. Jürgen Köhler ❑❑ ❑❑ 2. Daniel Buron 6. Nathalie Pilon 3. Eric Desaulniers 7. James Scarlett 4. Arne H Frandsen 8. Andrew Willis 2. Appointment of Auditor To appoint PricewaterhouseCoopers LLP as the external auditor of the Corporation and to authorize the directors to set its compensation FOR WITHHOLD 3. Stock Option plan To consider and, if deemed advisable, adopt a resolution (which is set out in Schedule “A” of the management proxy circular) concerning the ratification and confirmation of the stock option plan of the Corporation, the whole as described in the management proxy circular FOR AGAINST Under Canadian Securities Laws, you are entitled to receive certain investor documents. If you wish to receive such materials, please tick the applicable boxes below. You may also go to our website https://services.tsxtrust.com/financialstatements and input code 7528a. I would like to receive quarterly financial statements I would like to receive annual financial statements I/We authorize you to act in accordance with my/our instructions set out above. I/We hereby revoke any proxy previously given with respect to the Meeting. If no voting instructions are indicated above, this proxy will be voted as recommended by management or, if you appoint another proxyholder, as such other proxyholder sees fit. On any amendments or variations proposed or any new business properly submitted at the Meeting, I/We authorize you to vote as you see fit. _________________________________________________________ __________________ Signature(s) Date Please sign exactly as your name(s) appear on this proxy. Please see reverse for instructions. All proxies must be received by 10:00 a.m. (Eastern Time) on June 15, 2023. |