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Nouveau Monde Graphite Inc. — Proxy Solicitation & Information Statement 2021
Mar 3, 2021
47107_rns_2021-03-03_1e3ace76-c896-4200-9ae1-483c2cb44ac2.pdf
Proxy Solicitation & Information Statement
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Appointee
I/We, being holder(s) of common shares (the “Common Shares”) of Nouveau Monde Graphite Inc. (the “Corporation”), hereby appoint: Mr. Éric Desaulniers, President and Chief Executive Officer of the Corporation, or, failing him, Mr. Charles-OIivier Tarte, Chief Financial Officer of the Corporation, or
I/We authorize you to act in accordance with my/our instructions set out above. I/We hereby revoke any instructions previously given with respect to the Meeting. If no voting instructions are indicated above, this Voting Instruction Form (“VIF”) will be voted FOR a matter by Management’s appointees or, if you appoint another person, as such other person sees fit. On any amendments or variations proposed or any new business submitted properly before the Meeting, I/We authorize you to vote as you see fit.
To attend the meeting or to appoint someone to attend on your behalf, print that name here ………………………
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 Special Meeting of Shareholders of the Corporation (the “Meeting”) to be conducted via live webcast at 10:00 a.m. (Eastern Time) on March 23, 2021 at the following address https://web.lumiagm.com/169684233, 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. As you are a non-registered shareholder, if you want to participate and vote at the Meeting or appoint an appointee other than the proxyholders listed above to participate and vote at the Meeting on your behalf, you will need a proxyholder control number and the following password: “ nou2021 ” (case sensitive). YOU MUST return your VIF by mail, fax, email or Internet to AST and YOU MUST ALSO call AST at 1 866 751-6315 (toll free in Canada and the United States) or 1 212 235-5754 (other countries) by 10:00 a.m. (Eastern Time) on March 19, 2021 to properly register yourself or your proxyholder, so that AST may provide you or your 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 VIF. Without a 13-digit proxyholder control number, you or 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. , NC 2
Signature(s) Date
Please sign exactly as your name(s) appear on this VIF. Please see reverse for additional instructions. All VIFs must be received by March 19, 2021 at 10:00 a.m. (Eastern Time).
.CARY, NC 27512-9903
Management recommends voting FOR the following resolutions. Please use a dark black pencil or pen.
1. Share Consolidation
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To consider and, if deemed advisable, pass, with or without variation, a special resolution (the full text of which is reproduced as Schedule “I” in the accompanying management proxy circular (the “Circular”)) authorizing an amendment to the Corporation’s articles of incorporation to consolidate the Corporation’s issued and outstanding Common Shares
2. New By-Laws of the Corporation
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To consider and, if deemed advisable, to confirm and ratify by resolution (the text of which is reproduced in Schedule “II” of the Circular), the adoption, without any amendment, of new by-laws of the Corporation, the whole as described in the Circular
Voting Instruction Form (“VIF”) –Special Meeting of Shareholders of Nouveau Monde Graphite Inc. to be held on March 23, 2021 (the “Meeting”)
Notes
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We are sending to you the enclosed proxy-related materials that relate to a Meeting of the holders of the series or class of securities that are held on your behalf by the intermediary identified above. Unless you attend the Meeting and vote in person, your securities can be voted only by Management, as proxy holder of the registered holder, in accordance with your instructions.
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We are prohibited from voting these securities on any of the matters to be acted upon at the Meeting without your specific voting instructions. In order for these securities to be voted at the Meeting, it will be necessary for us to have your specific voting instructions . Please complete and return the information requested in this VIF to provide your voting instructions to us promptly.
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If you want to attend the Meeting and vote in person, please write your name in the place provided for that purpose in this form. You can also write the name of someone else whom you wish to attend the Meeting and vote on your behalf. Unless prohibited by law, the person whose name is written in the space provided will have full authority to present matters to the Meeting and vote on all matters that are presented at the Meeting, even if those matters are not set out in this form or the Management Proxy Circular. Consult a legal advisor if you wish to modify the authority of that person in any way. If you require help, please contact the Registered Representative who services your account.
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This VIF should be signed by you in the exact manner as your name appears on the VIF. If these voting instructions are given on behalf of a body corporate set out the full legal name of the body corporate, the name and position of the person giving voting instructions on behalf of the body corporate and the address for service of the body corporate.
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If this VIF is not dated, it will be deemed to bear the date on which it is mailed by Management to you.
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When properly signed and delivered, securities represented by this VIF will be voted as directed by you, however, if such a direction is not made in respect of any matter, the VIF will direct the voting of the securities to be made as recommended in the documentation provided by Management for the Meeting.
How to Vote
| INTERNET | TELEPHONE | |
|---|---|---|
| ++ | Go towww.astvotemyproxy.comCast your vote online | Use any touch-tone phone, call tollfree in Canada and United States |
| + | View Meeting documents | 1-888-489-7352and follow thevoice instructions |
To vote by Internet or telephone you will need your control number. If you vote by Internet or telephone, do not return this VIF.
MAIL, FAX OR EMAIL
- Complete and return your signed VIF in the envelope provided or send to:
AST Trust Company (Canada) P.O. Box 721 Agincourt, ON M1S 0A1
- You may alternatively fax your VIF to 416-368-2502 or toll free in Canada and the United States to 1-866-781-3111 or scan and email to [email protected].
All VIFs must be received by March 19, 2021 at 10:00 a.m. (Eastern Time).
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This VIF confers discretionary authority on the appointee to vote as the appointee sees fit in respect of amendments or variations to matters identified in the notice of Meeting or other matters as may properly come before the Meeting or any adjournment thereof.
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Your voting instructions will be recorded on receipt of the VIF.
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By providing voting instructions as requested, you are acknowledging that you are the beneficial owner of, and are entitled to instruct us with respect to the voting of, these securities.
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If you have any questions regarding the enclosed documents, please contact the Registered Representative who services your account.
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This VIF should be read in conjunction with the Management Proxy Circular and other proxy materials pertaining to the Meeting provided by Management.
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