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Form of Proxy

NORTHERN DYNASTY MINERALS LTD

Notes

No. Proposition For Against Abstain
1

ELECTION OF DIRECTOR: RONALD W. THIESSEN

2

ELECTION OF DIRECTOR: ROBERT A. DICKINSON

3

ELECTION OF DIRECTOR: DESMOND M. BALAKRISHNAN

4

ELECTION OF DIRECTOR: CHRISTIAN MILAU

5

ELECTION OF DIRECTOR: KENNETH W. PICKERING

6

ELECTION OF DIRECTOR: WAYNE KIRK

7

ELECTION OF DIRECTOR: SIRI C. GENIK

8

ELECTION OF DIRECTOR: ISABEL SATRA

9

ELECTION OF DIRECTOR: JOSIE L. HICKEL

10

TO APPOINT DELOITTE LLP, CHARTERED PROFESSIONAL ACCOUNTANTS, AS AUDITOR OF THE COMPANY FOR THE ENSUING YEAR

11

TO CONSIDER AND IF THOUGHT ADVISABLE, TO APPROVE AN ORDINARY RESOLUTION TO APPROVE THE COMPANYS AMENDED AND RESTATED STOCK OPTION PLAN, FOR A THREE YEAR PERIOD, AS MORE PARTICULARLY SET OUT IN THE INFORMATION CIRCULAR

12

TO CONSIDER AND IF THOUGHT ADVISABLE, TO APPROVE AN ORDINARY RESOLUTION TO APPROVE THE COMPANYS AMENDED DEFERRED SHARE UNIT PLAN AS MORE PARTICULARLY SET OUT IN THE INFORMATION CIRCULAR

13

TO CONSIDER, AND IF THOUGHT ADVISABLE, TO APPROVE AN ORDINARY RESOLUTION TO RATIFY AND APPROVE THE COMPANYS AMENDED AND RESTATED SHAREHOLDER RIGHTS PLAN AGREEMENT FOR A THREE-YEAR PERIOD, AS MORE PARTICULARLY SET OUT IN THE INFORMATION CIRCULAR