NORTH AMERICAN PALLADIUM LTD.
MANAGEMENT PROXY CIRCULAR
THIS MANAGEMENT PROXY CIRCULAR (THE "CIRCULAR") IS FURNISHED IN CONNECTION
WITH THE SOLICITATION OF PROXIES BY THE MANAGEMENT OF NORTH AMERICAN
PALLADIUM LTD. ("NAP" OR THE "CORPORATION") TO BE USED AT THE ANNUAL AND
SPECIAL MEETING (THE "MEETING") OF THE CORPORATION TO BE HELD AT THE TIME,
PLACE AND FOR THE PURPOSES INDICATED IN THE ENCLOSED NOTICE OF ANNUAL AND
SPECIAL MEETING (THE "NOTICE") AND ANY ADJOURNMENT THEREOF. THIS SOLICITATION
OF PROXIES WILL BE DONE PRIMARILY BY MAIL BUT PROXIES MAY ALSO BE SOLICITED
PERSONALLY, BY FACSIMILE OR BY TELEPHONE BY OFFICERS, DIRECTORS OR REGULAR
EMPLOYEES OF THE CORPORATION FOR WHICH NO ADDITIONAL COMPENSATION WILL BE
PAID. IN ADDITION, THE CORPORATION HAS RETAINED THE SERVICES KINGSDALE
SHAREHOLDER SERVICES INC. TO SOLICIT PROXIES FOR THE CORPORATION FOR A FEE OF
$40,000 PLUS ACTIVITY FEES IN RESPECT OF ITS SERVICES AND OUT OF POCKET EXPENSES.
THE COST OF THE SOLICITATION WILL BE BORNE BY THE CORPORATION.
Shareholders unable to attend the Meeting in person are requested to complete the enclosed proxy form and to
forward it to Computershare Investor Services Inc., Proxy Department, 100 University Avenue, 9th Floor,
Toronto, Ontario M5J 2Y1. If the Shareholder is a corporation, an officer's signature on the said proxy form
must be duly authorized in writing.
REVOCATION OF PROXY
A Shareholder executing the enclosed form of proxy has the right to revoke the proxy by instrument in writing,
including another completed form of proxy, executed by the Shareholder or his or her agent duly authorized in
writing or, if the Shareholder is a corporation, by an officer thereof duly authorized in writing, and deposited at
the executive office of the Corporation in Toronto or with Computershare Investor Services Inc., Proxy
Department, 100 University Avenue, 9th Floor, Toronto, Ontario M5J 2Y1 no later than June 19, 2006 or with
the Chairman of the Meeting on the day of the Meeting or any a