NOUVEAU MONDE GRAPHITE INC.
Proposal 1
To consider, and if deemed advisable, to pass, with or without variation, a resolution (the full text of which is set out in Schedule "A" of the accompanying management proxy circular (the "Circular")) authorizing, among other things, the Corporation to issue to Mitsui & Co., Ltd ("Mitsui") 12,500,000 common shares in the capital of the Corporation (each a "Common Share"), on a private placement basis, at a price of US$2.00 per Common Share and 12,500,000 Common Share purchase warrants of the Corporation (each a "Warrant") to be settled by the surrender and cancellation of the unsecured convertible note in the principal amount of US$25 million issued to Mitsui on November 8, 2022.
Caisse vote:
For
Applicable policy or principle:
PC_00
Proposal 2
To consider, and if deemed advisable, to pass, with or without variation, a resolution (the full text of which is set out in Schedule "B" of the Circular) authorizing, among other things, the Corporation to issue to Pallinghurst Bond Limited ("Pallinghurst") 6,250,000 Common Shares, on a private placement basis, at a price of US$2.00 per Common Share, and 6,250,000 Warrants, to be settled by the surrender and cancellation of the unsecured convertible note in the principal amount of US$12.5 million issued to Pallinghurst on November 8, 2022.
Caisse vote:
For
Applicable policy or principle:
PC_00
Proposal 3
To consider, and if deemed advisable, to pass, with or without variation, a resolution (the full text of which is set out in Schedule "C" of the Circular) to approve the creation of a new control person of the Corporation, being Mitsui.
Caisse vote:
For
Applicable policy or principle:
PC_00
Proposal 4
To consider, and if deemed advisable, to pass, with or without variation, a resolution (the full text of which is set out in Schedule "D" of the Circular) to approve the creation of a new control person of the Corporation, being General Motors Holdings LLC.
Caisse vote:
For
Applicable policy or principle:
PC_00
Proposal 5
To consider, and if deemed advisable, to pass, with or without variation, a resolution (the full text of which is set out in Schedule "E" of the Circular) to approve the creation of a new control person of the Corporation, being Panasonic Holdings Corporation.
Caisse vote:
For
Applicable policy or principle:
PC_00