Baylin Technologies Inc. — AGM Information 2024

Mar 7, 2024

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Annual and Special Meeting of the Holders of Common Shares of National Bank of Canada – April 19, 2024

Security Class

Common

Account Number of the Bearer

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Form of Proxy

This proxy is solicited by the management of National Bank of Canada.

Instructions

Signature: This form of proxy must be signed by the holder (the “Registered holder”) whose common shares are registered in his or her name in the register of National Bank of Canada (the “Bank”) or by his or her duly authorized agent. If the Registered holder is a business corporation or a corporate entity, this form of proxy must be signed by a duly authorized officer or agent of said Registered holder. Signatories of the form of proxy must specify in what capacity they are signing.

Assumption regarding the signing date: If the form of proxy is not dated in the space provided, the form of proxy will be deemed to bear the same date as the date it was mailed or faxed.

Proxyholders: Subject to the voting right restrictions under the Bank Act (Canada), the Registered holder has the right to appoint as proxyholder a person other than those whose names are printed on the back of this form of proxy and may do so by striking out the names appearing thereon and inserting such other person’s name in the blank space provided. A proxyholder need not be a holder of common shares of the Bank.

Voting instructions: The proxyholder named on the back of the form of proxy will exercise the voting rights attached to the common shares in accordance with the instructions given by the Registered holder.

If no instructions are given, the directors of the Bank designated as proxyholders on the form of proxy will exercise the voting rights attached to the common shares as follows: FOR items 1 to 5 and AGAINST shareholder proposals 1 and 2 at subject 6. If no instructions are given, any other proxyholder will have discretionary authority when exercising the voting rights attached to the common shares concerning these matters. If you tick the WITHHOLD box, you instruct your proxyholder NOT to vote FOR or AGAINST the matter. Ticking the WITHHOLD box will be considered an act of presence for quorum purposes, but will not count as a vote when the time comes to determine if the proposals have been approved by a majority of the votes required. The number of WITHHOLD boxes ticked will be indicated in the voting results.

The form of proxy confers to the proxyholder designated therein discretionary authority with respect to any amendments or changes proposed at the Annual and Special Meeting of the Holders of Common Shares of the Bank to be held at 10:00 a.m. (Eastern Daylight Time) on April 19, 2024 (the “Meeting”) regarding the matters set out in the form of proxy and any other business which may properly come before the Meeting.

Election of directors: Registered holders have the option of voting FOR or of WITHHOLDING their vote for each director nominee.

Validity: To be valid, the form of proxy must be returned by mail i) using the pre-addressed, postage-paid envelope provided or ii) to Computershare Trust Company of Canada at 100 University Avenue, 8[th] Floor, Toronto, Ontario, Canada M5J 2Y1; or by fax to 1-866-249-7775 and received no later than 5:00 p.m. (Eastern Daylight Time) on Wednesday, April 17, 2024.

Revocation: Registered holders may revoke their proxy as follows:

• by delivering a written notice to this effect, signed by them or by their duly authorized agent to i) the head office of the Bank, c/o Corporate Secretary, National Bank of Canada, 600 De La Gauchetière Street West, 4[th] Floor, Montreal, Quebec, Canada H3B 4L2, no later than 5:00 p.m. (Eastern Daylight Time) on the last business day preceding the date of the Meeting, namely, Thursday, April 18, 2024, or prior to any reconvening thereof in case of an adjournment; or ii) to the Chair of the Meeting on the day of the Meeting or, if adjourned, any reconvening thereof; or iii) by revoting on the day of the Meeting, or, if adjourned, any reconvening thereof; or

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• by completing, signing and returning to Computershare Trust Company of Canada, in the manner set out above, a new form of proxy bearing a later date than the form already returned.

Confidentiality of votes: To protect the confidential nature of voting, the votes exercised by Registered holders are received and compiled for the Meeting by Computershare Trust Company of Canada, the Bank’s registrar and transfer agent. Computershare Trust Company of Canada submits a copy of a form of proxy to the Bank only when a Registered holder clearly wishes to express a personal opinion to management or when legal requirements justify so.

PLEASE CONSULT THE MANAGEMENT PROXY CIRCULAR ELECTRONICALLY BY GOING TO THE WEBSITES NBC.CA/INVESTORS OR SEDARPLUS.CA. FOR ANY INFORMATION REGARDING THIS FORM OF PROXY, PLEASE CONTACT THE PROXY SOLICITATION FIRM TMX INVESTOR SOLUTIONS INC. BY CALLING 1-877-283-0323 (TOLL-FREE IN CANADA AND THE UNITED STATES) OR +1-631-203-7139 (TOL ~~L~~ -FREE IN OTHER COUNTRIES).

TO VOTE

To Receive Documents Electronically

To Attend the Meeting Virtually

Via the Internet

By Mail

• Via the Internet By Mail By Fax Electronically Meeting Virtually

• • Go to the following website: • Complete, sign and date the • Complete, sign and date the back of • You can enroll to receive future • You can attend the Meeting www.investorvote.com back of the form of proxy. the form of proxy. securityholder communications virtually by visiting the electronically by visiting URL provided on the back

• • Smartphone? • Return this form of proxy in Return this form of proxy in eturn this form of proxy in • Forward it by fax to 1-866-249-7775 49-7775 9-7775 www.investorcentre.com. of this proxy.

• Smartphone? • Return this form of proxy in Return this form of proxy in eturn this form of proxy in • Forward it by fax to 1-866-249-7775 49-7775 9-7775

• Scan the QR code the pre-addressed, postage(toll-free in Canada and the United to vote now. paid envelope provided. States) or to +1-416-263-9524 (other countries).

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

CONTROL NUMBER

01YW7D

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Appointment of proxyholder

The undersigned, holder of common shares of NATIONAL BANK OF CANADA (the “Bank”), hereby appoints Laurent Ferreira , failing whom Robert Paré , failing whom Yvon Charest , or instead of the foregoing, ___________ , as proxyholder to attend and act for and on his or her behalf at the ANNUAL AND SPECIAL MEETING OF THE HOLDERS OF COMMON SHARES OF THE BANK TO BE HELD AT 600 DE LA GAUCHETIÈRE STREET WEST, 4TH FLOOR, MONTREAL, QUEBEC OR ONLINE AT HTTPS://WEB.LUMIAGM.COM/456867185 ON APRIL 19, 2024 AT 10:00 A.M. (EASTERN DAYLIGHT TIME) (the “Meeting”) and at any continuation thereof after an adjournment, with the power of substitution and with all the powers which the undersigned could exercise with respect to said common shares if personally present at the Meeting. The common shares are to be voted, on any ballot, in accordance with the instructions given below.

Note: If you indicate a name in the box herein above to attend and act on your behalf by the virtual meeting YOU MUST go to http://www.computershare.com/nationalbank and provide Computershare with the name and email address of the person you are appointing. Computershare will use this information ONLY to provide the appointee with a username to access the virtual meeting and vote.

Bank proposals – The Board of Directors and the Bank’s management recommend voting FOR items 1 to 5 below:

1. Election of directors: Nominees

	FOR	WITHHOLD	WITHHOLD	WITHHOLD	FOR	WITHHOLD	WITHHOLD	FOR	WITHHOLD	WITHHOLD	WITHHOLD
1.01 –Pierre Blouin				1.06 –Annick Guérard			1.11 –Robert Paré
1.02 –Pierre Boivin				1.07 –Karen Kinsley			1.12 –Pierre Pomerleau
1.03 –Yvon Charest				1.08 –Lynn Loewen			1.13 –Macky Tall				Fold
1.04 –Patricia Curadeau-Grou				1.09 –Rebecca McKillican
1.05 –Laurent Ferreira				1.10 –Arielle Meloul-Wechsler
								FOR	AGAINST
2. Advisory resolution to accept the approach taken by			the Bank’s Board of Directors with respect to executive compensation
The text of the resolution is set out in Section 1 of the Management Proxy Circular.
								FOR	WITHHOLD
3. Appointment of Deloitte LLP as independent auditor
								FOR	AGAINST
4. Special resolution to approve the adoption of By-Law III - Director Compensation, for the purpose of increasing directors during a fscal year					the aggregate amount of compensation that may be paid to all
The text of the resolution is set out in Section 1 of the Management Proxy Circular.
								FOR	AGAINST

5. Special resolution to confirm the amendment to Section 1 of By-Law II - Share Capital, which amends the description of authorized share capital to increase the maximum aggregate consideration for which the first preferred shares may be issued The text of the resolution is set out in Section 1 of the Management Proxy Circular. 6. Shareholder proposals - the Board of Directors and the Bank’s management recommend voting AGAINST shareholder proposals 1 and 2 below: The text of the shareholder proposals is set out in Section 7 of the Management Proxy Circular.

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FOR AGAINST WITHHOLD FOR AGAINST WITHHOLD
Shareholder proposal No. 1: Shareholder proposal No. 2:
Authorized signature(s) - Sign here - This section must be completed
for your instructions to be executed. DATE:
Signature
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THE INSTRUCTIONS APPEARING ON THE FRONT ARE AN INTEGRAL PART OF THIS FORM OF PROXY. PLEASE READ THEM CAREFULLY.

Request for receipt of interim financial statements and

Management’s Discussion and Analysis

Tick this box if you wish to receive the Bank’s interim financial statements and the related Management’s Discussion and Analysis by mail.

MM / DD / YY

Waiver of receipt of annual financial statements and Management’s Discussion and Analysis Tick this box if you do NOT wish to receive the Bank’s annual financial statements and the related Management’s Discussion and Analysis by mail.

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