North American Palladium 6K Current report | PDLCF 10 Apr 13

Exhibit 3

NORTH AMERICAN PALLADIUM LTD.

9th Floor, 100 University Avenue

Toronto, Ontario M5J 2Y1

www.computershare.com

Security Class

Holder Account Number


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Form of Proxy - Annual General and Special Meeting to be held on May 9, 2013

This Form of Proxy is solicited by and on behalf of Management.

Notes to proxy

Every holder has the right to appoint some other person or company of their choice, who need not be a holder, to attend and act on their behalf at the meeting or any adjournment or postponement thereof. If you wish to appoint a person or company other than the persons whose names are printed herein, please insert the name of your chosen proxyholder in the space provided (see reverse).

If the securities are registered in the name of more than one owner (for example, joint ownership, trustees, executors, etc.), then all those registered should sign this proxy. If you are voting on behalf of a corporation or another individual you must sign this proxy with signing capacity stated, and you may be required to provide documentation evidencing your power to sign this proxy.

3.	This proxy should be signed in the exact manner as the name(s) appear(s) on the proxy.

4.	If this proxy is not dated, it will be deemed to bear the date on which it is received by or on behalf of Management.

5.	The securities represented by this proxy will be voted as directed by the holder, however, if such a direction is not made in respect of any matter, this proxy will be voted as recommended by Management.

The securities represented by this proxy will be voted in favour or withheld from voting or voted against each of the matters described herein, as applicable, in accordance with the instructions of the holder, on any ballot that may be called for and, if the holder has specified a choice with respect to any matter to be acted on, the securities will be voted accordingly.

This proxy confers discretionary authority in respect of amendments or variations to matters identified in the Notice of Meeting or other matters that may properly come before the meeting or any adjournment or postponement thereof, in each instance, to the extent permitted by law, whether or not the amendment, variation or other matter that comes before the meeting is routine and whether or not the amendment, variation or other matter that comes before the meeting is contested.

8.	This proxy should be read in conjunction with the accompanying documentation provided by Management.

9. To be effective, this proxy must be deposited with Computershare Investor Services Inc. by no later than 10:30 a.m. (Eastern time) on Tuesday, May 7, 2013 or, in the case of any adjournment or postponment of the meeting, not less than 48 hours (excluding Saturdays, Sundays, and holidays) before the time of the adjourned or postponed meeting. Late proxies may be accepted or rejected by the chairman of the meeting at his or her discrection and the chairman of the meeting is under no obligation to accept or reject any particular late proxy. The chairman of the meeting may waive or extend the proxy cut-off without notice.

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Proxies submitted must be received by 10:30 am, Eastern Time, on May 7, 2013.

VOTE USING THE TELEPHONE OR INTERNET 24 HOURS A DAY 7 DAYS A WEEK!




• Call the number listed BELOW from a touch tone telephone. 1-866-732-VOTE (8683) Toll Free	• Go to the following web site: www.investorvote.com • Smartphone? Scan the QR code to vote now.	• You can enroll to receive future securityholder communications electronically by visiting www.computershare.com/eDelivery and clicking on “eDelivery Signup”.

If you vote by telephone or the Internet, DO NOT mail back this proxy.

Voting by mailmay be the only method for securities held in the name of a corporation or securities being voted on behalf of another individual.

Voting by mail or by Internetare the only methods by which a holder may appoint a person as proxyholder other than the Management nominees named on the reverse of this proxy. Instead of mailing this proxy, you may choose one of the two voting methods outlined above to vote this proxy.

To vote by telephone or the Internet, you will need to provide your CONTROL NUMBER listed below.

CONTROL NUMBER

26FE13128.E.sedar/000001/000001/i


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Appointment of Proxyholder


I/We, being shareholder(s) of North American Palladium Ltd. hereby appoint: Mr. Robert J. Quinn, the Chairman of the Board of Directors of the Corporation, or failing him, Mr. Phil du Toit, President and Chief Executive Officer,		OR		Print the name of the person you are appointing if this person is someone other than the Management Nominees listed herein.

as my/our proxyholder with full power of substitution and to attend, act and to vote for and on behalf of the shareholder in accordance with the following direction (or if no directions have been given, as the proxyholder sees fit) and all other matters that may properly come before the Annual General and Special Meeting of shareholders of North American Palladium Ltd. to be held at TMX Broadcast Centre, The Exchange Tower, 130 King Street West, Toronto, Ontario, M5X 1J2, Canada on May 9, 2013 at 10:30 am, Eastern Time, and at any adjournment or postponement thereof.


VOTING RECOMMENDATIONS ARE INDICATED BY		HIGHLIGHTED TEXT		OVER THE BOXES.

1. Election of Directors

For

Withhold

For

Withhold

For

Withhold

01. Steven R. Berlin

02. C. David A. Comba

03. André J. Douchane

04. Robert J. Quinn

05. Greg J. Van Staveren

06. William J. Weymark

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For

Withhold

2.Appointment of Auditors

Appointment of KPMG LLP, Chartered Accountants, as auditors of the Corporation and authorizing the directors to fix their remuneration.

For

Against

3.Approval of Amended and Restated RRSP Plan

To consider and, if thought fit, pass an ordinary resolution confirming and ratifying the Company’s Amended and Restated RRSP Plan, the text of which resolution is set forth in Schedule A of the Management Information Circular of North American Palladium Ltd. dated April 1, 2013 (the “Information Circular”).

For

Against

4.Approval of Amended and Restated Stock Option Plan

To consider and, if thought fit, pass an ordinary resolution confirming and ratifying the Company’s Amended and Restated Stock Option Plan, the text of which resolution is set forth in Schedule B of the Information Circular.

For

Against

5.Approval of Amended and Restated By-law No. 1

To consider and, if thought fit, pass an ordinary resolution confirming and ratifying the Company’s Amended and Restated By-law No. 1, the text of which resolution is set forth in Schedule C of the Information Circular.

For

Against

6.Approval of Advance Notice By-law

To consider and, if thought fit, pass an ordinary resolution confirming and ratifying the Company’s Advance Notice By-law, the text of which resolution is set forth in Schedule D of the Information Circular.

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Authorized Signature(s) - This section must be completed for your instructions to be executed.	Signature(s)	Date
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.		DD / MM / YY


Interim Financial Statements - Mark this box if you would like to receive Interim Financial Statements and accompanying Management’s Discussion and Analysis by mail.		¨		Annual Financial Statements - Mark this box if you would NOT like to receive the Annual Financial Statements and accompanying Management’s Discussion and Analysis by mail.		¨		Information Circular - Mark this box if you would like to receive the Information Circular by mail for the next securityholders’ meeting.		¨

If you are not mailing back your proxy, you may register online to receive the above financial report(s) by mail at www.computershare.com/mailinglist.

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North American Palladium (PDLCF) Inactive 6-KCurrent report (foreign)