Graphene Manufacturing Group Ltd. — AGM Information 2021

Nov 4, 2021

GRAPHENE MANUFACTURING GROUP LTD.

8th Floor, 100 University Avenue Toronto, Ontario M5J 2Y1 www.computershare.com

Security Class

Holder Account Number

Form of Proxy - Annual General Meeting to be held on Friday, November 26, 2021, at 8:00 am Brisbane AEST (being Thursday, November 25, 2021 at 5:00 pm, Canadian Eastern Standard Time) and at any adjournment or postponement thereof.

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

Notes to proxy

• 1. 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 Management Nominees whose names are printed herein, please insert the name of your chosen proxyholder in the space provided (see reverse).
• 1. 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 may be required to provide documentation evidencing your power to sign this proxy with signing capacity stated.
• 1. This proxy should be signed in the exact manner as the name(s) appear(s) on the proxy.
• 1. If a date is not inserted in the space provided on the reverse of this proxy, it will be deemed to bear the date on which it was mailed to the holder by 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, and the proxy appoints the Management Nominees listed on the reverse, this proxy will be voted as recommended by Management.
• 1. 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. If you have specified a choice with respect to any matter to be acted on, the securities will be voted accordingly.
• 1. This proxy confers discretionary authority in respect of amendments or variations to matters identified in the Notice of Meeting and Management Information Circular or other matters that may properly come before the meeting or any adjournment or postponement thereof, unless prohibited by law.
• 1. This proxy should be read in conjunction with the accompanying documentation provided by Management.

Proxies submitted must be received by 5:00 p.m., Canadian Eastern Standard Time on Tuesday, November 23, 2021.

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

To Vote Using the Telephone To Vote Using the Internet

• Go to the following web site: www.investorvote.com
• Smartphone? Scan the QR code to vote now.

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

Voting by mail may 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 Internet are 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

I/We being holder(s) of securities of Graphene Manufacturing Group Ltd. (the "Company") hereby appoint: Guy Outen, a director of the Company, or failing this person, Christopher Ohlrich, Chief Financial Officer and a director of the Company (the "Management Nominees")

VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.
1. Number of DirectorsTo set the number of Directors at Six (6).							For	Against
2. Election of Directors	For	Withhold		For	Withhold		For	Withhold	Fold
01. Guy Outen			02. Craig Nicol			03. Christopher Ohlrich
04. Robbert de Weijer			05. Robert Shewchuk			06. William Ollerhead
							For	Withhold
3. Appointment of AuditorsAppointment of BDO Audit Pty Ltd., Chartered Professional Accountants as Auditors of the Company for the ensuing year and authorizing the Directors to fix theirremuneration.
							For	Against
4. Stock Option PlanTo consider and, if deemed appropriate, approve by ordinary resolution the Company's 10% rolling stock option plan.
							For	Against
5. Adoption of Share Incentive PlanTo consider and, if deemed appropriate, to pass an ordinary resolution of disinterested shareholders to approve, ratify and confirm the adoption of the Company'sproposed share incentive plan, as more particularly set out in the accompanying information circular.
							For	Against
6. Ratification of RSU & PSU GrantsTo consider and, if deemed appropriate, to pass an ordinary resolution of disinterested shareholders to approve, ratify and confirm the award grants, as moreparticularly set out in the accompanying information circular.									Fold

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 holder in accordance with the following direction (or if no directions have been given, as the proxyholder sees fit) and on all other matters that may properly come before the Annual General Meeting of shareholders of the Company to be held virtually, on Friday, November 26,

OR

2021, at 8:00 a.m., Brisbane AEST (being Thursday, November 25, 2021 at 5:00 p.m., Canadian Eastern Standard Time) and at any adjournment or postponement thereof.

Signature of Proxyholder

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, and the proxy appoints the Management Nominees, this Proxy will be voted as recommended by Management.

Annual Financial Statements – Mark this box if you
would like to receive the Annual Financial Statements and

accompanying Management's Discussion and Analysis by mail.

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.

by mail.

326435 RHFQ XXXX 999999999999

Interim Financial Statements – Mark this box if you would like to receive Interim Financial Statements and accompanying Management's Discussion and Analysis