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NORTH AMERICAN PALLADIUM LTD.
MANAGEMENT PROXY CIRCULAR
SOLICITATION OF PROXIES
This management proxy circular (the "Circular") is furnished in connection with the solicitation of proxies by the
management of North American Palladium Ltd. (the "Corporation") to be used at the Annual Meeting (the "Meeting") of the
shareholders of the Corporation (the "Shareholders") to be held at the time, place and for the purposes indicated in the
enclosed Notice of Annual Meeting of Shareholders (the "Notice") and any adjournment thereof. The 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. The cost of the solicitation will be
borne by the Corporation. The Corporation may also retain, and pay a fee to, one or more professional proxy solicitation firms
to solicit proxies from Shareholders of the Corporation.
Shareholders unable to attend the Meeting in person are requested to complete, date and sign the enclosed form of proxy
and to forward it to Computershare Investor Services Inc., Proxy Department, 9th Floor, 100 University Avenue, Toronto,
Ontario M5J 2Y1.
APPOINTMENT AND REVOCATION OF PROXY
The persons named in the enclosed form of proxy are directors and/or officers of the Corporation and are the
proxyholders nominated by the board of directors of the Corporation (the "Board"). A Shareholder has the right to appoint a
person to attend and act on the Shareholder's behalf at the Meeting other than the persons named in the enclosed form of
proxy. To exercise this right, a Shareholder must strike out the names of the nominees of management named in the form of
proxy the Shareholder is signing and insert the name of the Shareholder's nominee in the blank space provided on the form of