NOUVEAU MONDE GRAPHITE INC.
Proposal 1A
Election of Director: Daniel Buron
Caisse vote:
For
Applicable policy or principle:
PDV_01
Proposal 1B
Election of Director: Eric Desaulniers
Caisse vote:
For
Applicable policy or principle:
PDV_01
Proposal 1C
Election of Director: Paola Farnesi
Caisse vote:
For
Applicable policy or principle:
PDV_01
Proposal 1D
Election of Director: Édith Jacques
Caisse vote:
For
Applicable policy or principle:
PDV_01
Proposal 1E
Election of Director: Hubert T. Lacroix
Caisse vote:
For
Applicable policy or principle:
PDV_01
Proposal 1F
Election of Director: Stéphane Leblanc
Caisse vote:
For
Applicable policy or principle:
PDV_01
Proposal 1G
Election of Director: Nathalie Pilon
Caisse vote:
For
Applicable policy or principle:
PDV_01
Proposal 1H
Election of Director: Chantal Sorel
Caisse vote:
For
Applicable policy or principle:
PDV_01
Proposal 02
To appoint PricewaterhouseCoopers LLP as the external auditor of the Corporation and to authorize the directors of the Corporation to set its compensation.
Caisse vote:
For
Applicable policy or principle:
PDV_01
Proposal 03
To consider and, if deemed advisable, to adopt a resolution (which is set out in Schedule "A" of the management proxy circular (the "Circular")) authorizing, among other things, the Corporation to issue to lnvestissement Québec ("IQ") 33,351,853 common shares in the capital of the Corporation (each, a "Common Share"), on a private placement basis, at a price of US$1.84 per Common Share (the "Offering Price"), as more particularly described in the Circular (the "IQ Private Placement").
Caisse vote:
For
Applicable policy or principle:
PDV_01
Proposal 04
To consider and, if deemed advisable, to adopt a resolution (which is set out in Schedule "B" of the Circular) authorizing, among other things, the Corporation to issue to Canada Growth Fund Inc. ("CGF") 44,452,460 Common Shares, on a private placement basis, at the Offering Price, as more particularly described in the Circular (collectively with the IQ Private Placement, the "Related Party Private Placements").
Caisse vote:
For
Applicable policy or principle:
PDV_01
Proposal 05
To consider and, if deemed advisable, to adopt a resolution (the "Private Placements Resolution", which is set out in Schedule "C" of the Circular) authorizing, among other things, the Related Party Private Placements and the issuance by the Corporation to ENI International B.V. ("ENI") of 38,043,478 Common Shares, on a private placement basis, at the Offering Price (collectively, the "Private Placements"), and (i) which Common Shares to be issued pursuant to the Private Placements represent, in the aggregate, (A) more than 25% of the current number of Common Shares outstanding of the Corporation, on a non-diluted basis, and (B) a 19.56% discount to the five-day volume weighted average price of the Common Shares on the Toronto Stock Exchange on April 9, 2026, all as more particularly described in the Circular.
Caisse vote:
For
Applicable policy or principle:
PDV_01
Proposal 06
To consider and, if deemed advisable, to adopt a resolution (which is set out in Schedule "D" of the Circular) authorizing, among other things, certain amendments to outstanding warrants of the Corporation to acquire Common Shares (the "Warrants") held by each of IQ and CGF, in each case as more particularly described in the Circular.
Caisse vote:
For
Applicable policy or principle:
PDV_01
Proposal 07
To consider and, if deemed advisable, to adopt a resolution (which is set out in Schedule "E" of the Circular) authorizing, among other things, the potential exercise of the Warrants held by IQ and CGF and conversion of an unsecured convertible note of the Corporation dated November 8, 2022, as amended and restated on October 27, 2025 in favour of IQ, that would allow IQ and/or CGF to hold more than 20% of the Common Shares issued and outstanding, on a non-diluted basis, as more particularly described in the Circular.
Caisse vote:
For
Applicable policy or principle:
PDV_01