ADX ENERGY LTD — AGM Information 2010

Oct 14, 2010

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NOTICE OF ANNUAL GENERAL MEETING

EXPLANATORY STATEMENT

AND PROXY FORM

ANNUAL GENERAL MEETING OF ADX ENERGY LTD

TO BE HELD IN THE SUTHERLAND ROOM AT CITY WEST RECEPTION CENTRE 45 PLAISTOWE MEWS WEST PERTH, WESTERN AUSTRALIA

MONDAY 15 NOVEMBER 2010 COMMENCING AT 10.30AM (WST)

ADX Energy Ltd ABN 50 009 058 646 Suite 6, Level 2, 11 Ventnor Ave West Perth WA 6005

Phone: 08 9226 2822 Fax: 08 9226 5333 Email: admin@adxenergy.com.au

NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the Annual General Meeting of ADX Energy Ltd will be held in the Sutherland Room at City West Reception Centre 45 Plaistowe Mews West Perth, Western Australia on Monday 15[th] November 2010 at 10.30am (WST)

AGENDA

ORDINARY BUSINESS

1. Financial Reports

To receive and consider the Financial Statements of the Company for the year ended 30 June 2010 and the Report of the Directors and Auditors.

2. Adoption of Remuneration Report

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

“That, for the purposes of section 250R(2) of the Corporations Act 2001 and for all other purposes, the Remuneration Report contained in the 2010 Annual Report which accompanies this Notice be adopted by shareholders.”

Note: In accordance with section 250R(3) of the Corporations Act 2001, this resolution is advisory only and does not bind the Directors of the Company.

3. Re‐election of Mr Paul Fink as a Director

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

“That Mr Paul Fink, who retires by rotation in accordance with the Constitution of the Company, and being eligible, offers himself for re‐election, is hereby re‐appointed a Director of the Company”.

4. Re‐election of Mr Ian Tchacos as a Director

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

“That Mr Ian Tchacos who was appointed as a director of the Company since the last Annual General Meeting and retires in accordance with Clause 3.3 of the Company’s Constitution, and being eligible offers himself for re‐election, is hereby re‐ appointed a director of the Company”.

5. Re‐election of Mr Andrew Childs as a Director

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

“That Mr Andrew Childs who was appointed as a director of the Company since the last Annual General Meeting and retires in accordance with Clause 3.3 of the Company’s Constitution, and being eligible offers himself for re‐election, is hereby re‐ appointed a director of the Company”.

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6. Approval of Future Issue of Shares

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

“That, for the purpose of Listing Rule 7.1 and for all other purposes, the directors of the Company be authorised to issue up to 50,000,000 fully paid ordinary shares in the capital of the Company on the terms and conditions set out in the Explanatory Statement accompanying this Notice.”

Short Explanation : Under the ASX Listing Rules, the Company may seek shareholder approval prior to a share issue to allow it the flexibility to make future issues of securities up to the threshold of 15% of its total ordinary securities in any twelve month period. Please refer to the Explanatory Statement for further details.

Voting Exclusion : The Company will disregard any votes cast on this resolution by any person who may participate in the proposed issue and any other person who may obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the resolution is passed, and any associates of those persons. However, the entity need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the proxy form, or if it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

7. Ratification of the Issue of Shares

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

“That, for the purpose of ASX Listing Rule 7.4 and for all other purposes, the shareholders ratify the issue of 1,232,050 fully paid ordinary shares in the capital of the Company on the terms and conditions set out in the Explanatory Statement accompanying this Notice.”

Short Explanation : An equity issue can be ratified by shareholders in accordance with the ASX Listing Rules. This allows the Company the flexibility to make future issues of securities up to the threshold of 15% of its total equity securities in any twelve month period without shareholder approval.

Voting Exclusion : The Company will disregard any votes cast on this resolution by any person who participated in the issue of securities and any associates of those persons. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote in accordance with the directions on the proxy form or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

8. Company Employee Option Scheme

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

“That, for the purpose of ASX Listing Rule 7.2 (Exception 9) and for all other purposes, the Company’s Employee Option Scheme (“the Scheme”) attached to this Notice in schedule 1 be adopted and the Company be authorised to issue options in accordance with its terms”.

An unabridged copy of the terms and conditions of the existing Scheme under which the Scheme operates will also be made available free of charge to any shareholder upon request.

'Voting Exclusion : The Company will disregard any votes cast on this resolution by any Director (except a Director who is ineligible to participate in any employee incentive scheme in relation to the Company) and their associates. However, the entity need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the proxy form, or if it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

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9. General

To transact any other business as may be brought before the meeting in accordance with the Constitution of the Company, the Corporations Act 2001, or otherwise.

BY ORDER OF THE BOARD

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Ian Tchacos Chairman 5 October 2010

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ADX Energy Ltd ABN 50 009 058 646 Suite 6, Level 2, 11 Ventnor Ave West Perth WA 6005 Phone: 08 9226 2822 Fax: 08 9226 5333 Email: admin@adxenergy.com.au

EXPLANATORY STATEMENT

This Explanatory Statement and all attachments are important documents. They should be read carefully.

If you have any questions regarding the matters set out in this Explanatory Statement or the preceding Notice, please contact the Company, your stockbroker or other professional adviser.

2. Adoption of Remuneration Report

The Corporations Act also requires that the Directors put a resolution to shareholders each year that the remuneration report is adopted.

The Remuneration Report is set out in the Company’s Annual Report. The Annual Report is also available on the Company’s website at www.adxenergy.com.au.

The Remuneration Report:

• outlines the Board’s policy for determining the nature and amount of remuneration of Directors, the company secretary and senior managers of the Company; and

• discusses the relationship between the Board’s remuneration policy and the Company’s performance; and

• details and explains any performance condition applicable to the remuneration of a Director, secretary or senior manager; and

• details the remuneration (including options) of each Director of the Company for the year (the Company has no executives other than the executive directors); and

• summarises the terms of any contract under which any Director or the company secretary is engaged, including the period of notice required to terminate the contract and any termination payments provided for under the contract.

The vote on the resolution is advisory only and does not bind the Directors or the Company. Nor does it affect the remuneration paid or payable to the Company’s Directors or the company secretary. The Company will not be required to alter any arrangements in the Remuneration Report should the resolution not be passed. However, the Board will take the outcome of the resolution into account when considering future remuneration policy.

A reasonable opportunity will be provided for discussion of the Remuneration Report at the meeting.

3. Re‐election of Mr Paul Fink as a Director

Mr Paul Fink retires as a Director of the Board in accordance with the annual rotation provisions of the Company’s Constitution, and offers himself for re‐election. Information on Mr Fink is contained in the 2010 Annual Report of the Company.

4. Re‐election of Mr Ian Tchacos as a Director

That Mr Ian Tchacos who was appointed as a director of the Company since the last Annual General Meeting and retires in accordance with Clause 3.3 of the Company’s Constitution, and being eligible offers himself for re‐election, is hereby re‐appointed a director of the Company. Information on Mr Tchacos is contained in the 2010 Annual Report of the Company.

5. Re‐election of Mr Andrew Childs as a Director

That Mr Andrew Childs who was appointed as a director of the Company since the last Annual General Meeting and retires in accordance with Clause 3.3 of the Company’s Constitution, and being eligible offers himself for re‐election, is hereby re‐appointed a director of the Company. Information on Mr Childs is contained in the 2010 Annual Report of the Company.

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6. Approval of Future Issue of Shares

ASX Listing Rule 7.1 provides that a company must not issue more than 15% of its issued capital in any 12 month period without first obtaining the approval of its shareholders.

To provide the Company with the flexibility to make future issues of securities during the next 12 months. Resolution 6 seeks such shareholder approval to the issue of up to a maximum of 50,000,000 fully paid ordinary shares. As has been previously announced, the Company is in the process of evaluating a number of investment opportunities.

In compliance with the information requirements of ASX Listing Rule 7.3:

• (a) the maximum number of securities to be issued is 50,000,000 fully paid ordinary shares in the capital of the Company;

• (b) the Fundraising Shares will be issued at a price of at least 85% of the average market price of the Company’s shares as traded on ASX over the 5 day period preceding the date of issue of the shares or, if the shares are offered pursuant to a prospectus, at least 85% of the average market price of the Company's shares as traded on ASX over the 5 day period preceding the date of issue of the prospectus;

• (c) the shares will be issued no later than 3 months after the date of the Meeting or such later date as may be permitted by any ASX waiver or modification of the Listing Rules;

• (d) the shares, when issued, will rank equally with the Company’s existing shares;

• (e) all of the Fundraising Shares will be allotted on the same date. Further all the Placement Shares will be allotted on the same date;

• (f) the identity of the allottees of the shares is not yet known, and will be determined at the Directors’ discretion; and

• (g) as described above, a maximum of 50,000,000 shares for which shareholder approval is sought will raise funds (the remainder will be used as consideration for the acquisition of a project). The Company intends to use the funds raised from the issue of the Fundraising Shares for exploration work programs on the companies Tunisia and Romanian properties, acquisition opportunities and working capital needs.

7. Ratification of the Issue of Shares

ASX Listing Rule 7.1 provides that a listed company must not, subject to certain exceptions, issue more than 15% of its issued capital in any 12 month period without shareholder approval.

ASX Listing Rule 7.4 provides that where a company in general meeting ratifies a previous issue of securities made without approval under ASX Listing Rule 7.1, those securities shall be treated as having been made with shareholder approval for the purpose of ASX Listing Rule 7.1.

The Company has made the following share issue for which it seeks shareholder ratification pursuant to Resolution 7:

• 22 June 2010: the Company issued 482,050 shares in consideration of Underwriting Management fee for the underwriting of the 1 for 6 Rights Issue at a deemed issue price of $0.15 per share;

• 2 August 2010: the Company issued 750,000 shares in consideration of the Option Agreement for the acquisition of assets in relation to Millrose Joint Venture Exploration Licence 53/600.

Ratification of the issue of the 1,232,050 shares is now sought pursuant to ASX Listing Rule 7.4 in order to restore the Company’s ability to issue further securities within the 15% limit without shareholder approval during the next 12 months.

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The Company advises the following information to shareholders in compliance with the information requirements of ASX Listing Rule 7.5:

Share Issue 1

• (a) on 22 June 2010, 482,050 shares were allotted and issued at a deemed issue price of $0.15 per share in consideration of Underwriting Management fees;

• (b) the shares were issued as follows:

Allottee	Number of Shares
Exertus Capital PtyLtd	482,050
Total	482,050

• (c) no funds were raised from the issue of the shares as they were issued in consideration of Underwriting Management fees to the entity listed above:

Share Issue 2

• (a) on 2 August 2010, 750,000 shares were allotted and issued in consideration of the Option Agreement for the acquisition of assets in relation to Millrose Joint Venture Exploration Licence 53/600;

• (b) the shares were issued as follows:

Allottee	Number of Shares
Wayne Jones	750,000
Total	750,000

• (c) no funds were raised from the issue of the shares as they were issued in consideration of the Option Agreement in relation to Millrose Joint Venture Exploration Licence 53/600 to the entity listed above:

All Share Issues

• (a) all shares issued were issued and credited as fully paid ordinary shares in the capital of the Company and rank equally with all existing shares on issue; and

• (b) none of the parties issued shares subject of ratification under this Resolution, were related parties of the Company.

8. Company Employee Option Scheme

On 28 October 1988, the Company adopted an employee option scheme (the ADX Energy Employee Option Scheme). The ADX Employee Option Scheme was subsequently readopted by shareholders on 22 November 1991, 18 November 1994, 28 November 1997, 21 November 2000, 26 November 2004 and 23 November 2007.

The principal provisions of the ADX Employee Option Scheme (as amended) include:

• the plan will be available to all employees of the Company (including casual and part time employees) and non‐executive directors of the Company (collectively, the Participants);

• the number of options issued to any Participant, the exercise price and the exercise period of such options shall be determined by the directors of the Company in their sole discretion;

• the options will be issued for no consideration;

• options issued under the scheme to directors of the Company will not exceed 5% of the issued share capital of the Company;

• the resignation of a Participant who has been issued options under the scheme will not affect their right to exercise the options held by them according to their terms;

• the options are not transferable without the written consent of the directors of the Company;

• in the event of any reduction or reconstruction of the issued capital of the Company, the exercise price of the options and/or the number of options will be adjusted in accordance with the terms of the scheme;

• the options shall not participate in any bonus issues of securities unless and until they are exercised; and

• the options issued under the scheme will be unlisted, but application will be made by the Company for any shares issued upon the exercise of such options to be listed for quotation on ASX.

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A full copy of the terms of the ADX Employee Share Option Plan (as amended) is set out in schedule 1 to this explanatory memorandum.

Since the ADX Employee Scheme was last re‐adopted by shareholders on 23 November 2007, the Company has issued 13,300,000 options under the scheme.

Resolution 8 seeks shareholder approval to permit future issues under the ADX Employee Option Scheme (as amended) for a period of 3 years from the date of the meeting to be an exception to ASX Listing Rule 7.1.

ASX Listing Rule 7.1 provides (broadly) that a company must not issue in aggregate securities equal to more than 15% of the issued capital of the Company in any rolling 12 month period unless shareholder approval has been obtained.

If resolution 8 is passed by shareholders, all issues of options under the ADX Employee Option Scheme as amended (and the issue of shares upon the exercise of those options) for a period of 3 years from 15 November 2010 will be excluded from the calculations in determining the number of securities which the Company may issue without shareholder approval under the 15% rule in ASX Listing Rule 7.1.

Resolution 8 is an ordinary resolution requiring it to be passed by a simple majority of the votes cast by shareholders entitled to vote on it.

Recommendations

The Board believes that the resolutions to be proposed at the Company’s Annual General Meeting are in the best interests of the Company and (except where otherwise stated) unanimously recommends that shareholders vote in favour of each resolution.

Enquiries

Shareholders are invited to contact the Chairman, Mr Ian Tchacos, on (08) 9226 2822 if they have any queries in respect of the matters set out in these documents.

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Schedule 1

ADX ENERGY LTD EMPLOYEE OPTION SCHEME TERMS AND CONDITIONS

The directors have resolved to establish an Employee Option Scheme to be known as the “ADX Energy Ltd Option Scheme” (the "Scheme”) whereby the directors of the Company may at any time during the currency of the Scheme issue options to acquire shares in the capital of the Company on the following terms: ‐

1. The persons who shall be entitled to participate in the Scheme (herein called the “Participants”) shall be:

2. a) employees of the Company; including persons who are employed by the Company on a casual or part‐time basis to provide consultancy and/or representative services to the Company; and

3. b) directors of the Company.

4. The Scheme shall commence as from 21 November 1987.

5. A special resolution approving the Scheme at a meeting of shareholders shall be required on each third anniversary of the Scheme. The directors or their associates will abstain from exercising any voting rights. The securities issued to directors and their associates under the Scheme shall not exceed 5% of the issued capital of the Company at any time.

6. The number of options to be issued to any one or more of the Participants shall be decided by the directors at their discretion. The directors shall be under no obligation to issue the maximum number of options available under the Scheme.

7. No consideration shall be payable for the options.

8. Each share allotted as a result of the exercise of an option will rank equally in all respects with all other issued ordinary shares in the Company.

9. The options shall not be transferable in whole or in part without the express written consent of the directors.

10. The options shall not participate in any bonus issue of securities unless and until the options are exercised.

11. The option period shall be as determined by the directors from time to time at their sole discretion.

12. The options shall not be quoted on any stock exchange.

13. Application for listing on the Official List of the Australian Stock Exchange Limited of the shares arising from the exercise of the options will be sought and they will rank, as from the date of allotment, pari passu with the then issued ordinary shares of the Company.

14. Each option may be exercised by written notice to the Company endorsed on the option certificate by the option holder accompanied by the exercise price. The option holder will be permitted to participate in the new issues of securities on the prior exercise of the option in which case the option holder shall be afforded the period of at least 10 business days prior to and inclusive of the books closing date, (to determine entitlements to the issue), to exercise the option.

15. If, prior to the expiry of the options, there is a re‐organisation of the issued capital of the Company, the options are to be treated in the manner set out in the ASX Listing Rules applying to re‐organisations at that time.

16. Upon the resignation of a Participant the right to options held shall remain current for the exercise period of those options.

17. No alterations shall be made to the Employee Option Scheme unless otherwise determined by a resolution of shareholders in general meeting.

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ADX Energy Ltd ABN 50 009 058 646 Suite 6, Level 2, 11 Ventnor Ave West Perth WA 6005

Phone: 08 9226 2822 Fax: 08 9226 5333 Email: admin@adxenergy.com.au

NOTES

1. A shareholder of the Company entitled to attend and vote is entitled to appoint not more than two proxies. Where more than one proxy is appointed, each proxy must be appointed to represent a specified proportion of the shareholder’s voting rights. If the shareholder appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half of the votes. A proxy need not be a shareholder of the Company.

2. Where a voting exclusion applies, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote in accordance with the directions on the proxy form or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

How to Vote

You may vote by attending the meeting in person, by proxy or authorised representative.

Proxies

To vote by proxy, please complete and sign the proxy form enclosed with this Notice of Annual General Meeting as soon as possible and either:

• Return the proxy form (by post or delivery) to ADX Energy Ltd PO Box 913 West Perth WA 6872 or Suite 6 Level 2, 11 Ventnor Ave West Perth WA 6005, or

• Send the proxy form by facsimile to the Company on 08 9226 5333 (international: +61 8 9226 5333) or to Computershare Investor Services on 08 9323 2033 (international +61 8 9323 2033)

To be effective, a completed proxy form must be received by no later than 10.30am (WST) on 11 November 2010.

Where the proxy form is executed under power of attorney, the power of attorney must be lodged in like manner as the proxy.

Your proxy form is enclosed.

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ADX Energy Ltd ABN 50 009 058 646 Suite 6, Level 2, 11 Ventnor Ave West Perth WA 6005

Phone: 08 9226 2822 Fax: 08 9226 5333 Email: admin@adxenergy.com.au

Instructions for Completing ‘Appointment of Proxy’ Form

A member entitled to attend and vote at a Meeting is entitled to appoint not more than two proxies to attend and vote on their behalf. Where more than one proxy is appointed, such proxy must be allocated a proportion of the member’s voting rights. If the shareholder appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half the votes.

2.

A duly appointed proxy need not be a member of the Company. In the case of joint holders, all must sign.

Corporate shareholders should comply with the execution requirements set out on the Proxy Form or otherwise with the provisions of Section 127 of the Corporations Act. Section 127 of the Corporations Act provides that a company may execute a document without using its common seal if the document is signed by:

• 2 directors of the company;

• a director and a company secretary of the company; or

• for a proprietary company that has a sole director who is also the sole company secretary – that director.

For the Company to rely on the assumptions set out in Section 129(5) and (6) of the Corporations Act, a document must appear to have been executed in accordance with Section 127(1) or (2). This effectively means that the status of the persons signing the document or witnessing the affixing of the seal must be set out and conform to the requirements of Section 127(1) or (2) as applicable. In particular, a person who witnesses the affixing of a common seal and who is the sole director and sole company secretary of the company must state that next to his or her signature.

1. Completion of a Proxy Form will not prevent individual shareholders from attending the meeting in person if they wish. Where a shareholder completes and lodges a valid proxy form and attends the meeting in person, then the proxy’s authority to speak and vote for that shareholder is suspended while the shareholder is present at the meeting.

2. Where a Proxy Form or form of appointment of corporate representative is lodged and is executed under power of attorney, the power of attorney must be lodged in like manner as this proxy.

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ADX Energy Ltd ABN 50 009 058 646

Suite 6, Level 2, 11 Ventnor Ave West Perth WA 6005 Phone: 08 9226 2822 Fax: 08 9226 5333 Email: admin@adxenergy.com.au

A N N U A L G E N E R A L M E E T I N G P R O X Y F O R M

APPOINTMENT OF PROXY

I/We being a Member of ADX Energy Ltd entitled to attend and vote at the Meeting, hereby Appoint Name of proxy/proxies

If two proxies are being appointed, the proportion of voting rights this proxy represents is:

%

or failing the person so named or, if no person is named, the Chairman of the Meeting or the Chairman’s nominee, to vote in accordance with the following directions or, if no directions have been given, as the proxy sees fit at the Annual General Meeting to be held in the Sutherland Room City West Reception Centre 45 Plaistowe Mews West Perth Western Australia 6005 on Monday 15[th] November 2010 at 10:30 am (WST) and at any adjournment thereof.

Voting on Business of the Annual General Meeting

FOR AGAINST ABSTAIN Resolution 2 Adoption of Remuneration Report Resolution 3 Re‐election of Mr Paul Fink as a Director Resolution 4 Re‐election of Mr Ian Tchacos as a Director Resolution 5 Re‐election of Mr Andrew Childs as a Director Resolution 6 Approval of Future Issue of Shares Resolution 7 Ratify the Issue of Shares Resolution 8 Company Employee Option Scheme	FOR AGAINST ABSTAIN Resolution 2 Adoption of Remuneration Report Resolution 3 Re‐election of Mr Paul Fink as a Director Resolution 4 Re‐election of Mr Ian Tchacos as a Director Resolution 5 Re‐election of Mr Andrew Childs as a Director Resolution 6 Approval of Future Issue of Shares Resolution 7 Ratify the Issue of Shares Resolution 8 Company Employee Option Scheme	FOR AGAINST ABSTAIN Resolution 2 Adoption of Remuneration Report Resolution 3 Re‐election of Mr Paul Fink as a Director Resolution 4 Re‐election of Mr Ian Tchacos as a Director Resolution 5 Re‐election of Mr Andrew Childs as a Director Resolution 6 Approval of Future Issue of Shares Resolution 7 Ratify the Issue of Shares Resolution 8 Company Employee Option Scheme	FOR AGAINST ABSTAIN Resolution 2 Adoption of Remuneration Report Resolution 3 Re‐election of Mr Paul Fink as a Director Resolution 4 Re‐election of Mr Ian Tchacos as a Director Resolution 5 Re‐election of Mr Andrew Childs as a Director Resolution 6 Approval of Future Issue of Shares Resolution 7 Ratify the Issue of Shares Resolution 8 Company Employee Option Scheme	FOR AGAINST ABSTAIN Resolution 2 Adoption of Remuneration Report Resolution 3 Re‐election of Mr Paul Fink as a Director Resolution 4 Re‐election of Mr Ian Tchacos as a Director Resolution 5 Re‐election of Mr Andrew Childs as a Director Resolution 6 Approval of Future Issue of Shares Resolution 7 Ratify the Issue of Shares Resolution 8 Company Employee Option Scheme	FOR AGAINST ABSTAIN Resolution 2 Adoption of Remuneration Report Resolution 3 Re‐election of Mr Paul Fink as a Director Resolution 4 Re‐election of Mr Ian Tchacos as a Director Resolution 5 Re‐election of Mr Andrew Childs as a Director Resolution 6 Approval of Future Issue of Shares Resolution 7 Ratify the Issue of Shares Resolution 8 Company Employee Option Scheme

IMPORTANT FOR ALL RESOLUTIONS

If the Chairman of the meeting is your proxy and you have not directed your proxy how to vote, please place a mark in this box. By marking this box, you acknowledge that the Chairman may exercise your proxy even if he has an interest in the outcome of the resolution and votes cast by him other than as proxy holder will be disregarded because of the interest. If you do not mark this box, and you have not directed your proxy how to vote, the Chairman of the meeting will not cast your vote and your vote will not be counted in computing the required majority if a poll is called on these items. The Chairman intends to vote undirected proxies in favour of all of the resolutions.

If you mark the abstain box for a particular item, you are directing your proxy not to vote on that item on a show of hands or on a poll and that your shares are not to be counted in computing the required majority on a poll.

Signed this day of 2010

By:

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Individuals and joint holders Companies (affix common seal if appropriate)
Signature Director
Signature Director/Company Secretary
Signature Sole Director and Sole Company Secretary
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