BLACK ROCK MINING LIMITED — AGM Information 2012

Feb 5, 2012

Green Rock Energy Limited ACN 094 551 336

NOTICE OF GENERAL MEETING

For a General Meeting to be held on Thursday 8 March 2012 at 11.00am (Australian Western Standard Time) at the Country Woman’s Association of WA, 1176 Hay Street, West Perth, Western Australia.

This is an important document. Please read it carefully. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisors prior to voting.

If you are unable to attend the General Meeting, complete the form of proxy enclosed and return it in accordance with the instructions set-out on that form.

Should you wish to discuss the matters in this Notice of Meeting, please do not hesitate to contact the Company Secretary on (+61 8) 9482 0402.

TIME AND PLACE OF MEETING AND HOW TO VOTE

Venue

The General Meeting of the Shareholders of Green Rock Energy Limited will be held at the Country Woman’s Association of WA, 1176 Hay Street, West Perth, Western Australia on Thursday 8 March 2012 commencing at 11.00am (Australian Western Standard Time).

How to Vote

You may vote by attending the meeting in person or by attorney, by proxy, or in the case of corporate Shareholders, by appointing an authorised corporate representative to attend and vote.

Voting in Person (or by attorney)

To vote in person, Shareholders, or their attorneys, must attend the meeting on the date and at the place set out above. The meeting will commence at 11.00am.

Attorneys should bring with them an original or certified copy of the power of attorney under which they have been authorised to attend and vote at the meeting.

Voting by a corporation

A Shareholder that is a corporation may appoint an individual to act as its representative and vote in person at the meeting. The appointment must comply with the requirements of section 250D of the Corporations Act. The representative should bring to the meeting evidence of their appointment, including any authority under which it is signed.

Voting by Proxy

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

• send by facsimile to the Company on facsimile number (08) 9482 0499 (International: + 61 8 9482 0499); or

• deliver to Unit 10, 38 Colin Street, West Perth, Western Australia, 6005 Australia; or

• post to PO Box 1177, West Perth, Western Australia, 6872 Australia,

so that it is received no later than 11.00 am (Australian Western Standard Time) on Tuesday 6 March 2012.

Proxies lodged after this time will be invalid.

Further details about voting by proxy can be found in the Notes section at the end of this Notice of Meeting and on the enclosed Proxy Form.

YOUR PROXY FORM IS ENCLOSED

Green Rock Energy Limited

ACN 094 551 336

NOTICE OF GENERAL MEETING

Notice is given that the General Meeting of Shareholders of Green Rock Energy Limited will be held in the Board Room, Level 2 at the Country Woman’s Association of WA, 1176 Hay Street, West Perth, Western Australia, commencing at 11.00 am (Australian Western Standard Time) on Thursday 8 March 2012.

AGENDA

ORDINARY BUSINESS

1. Resolution 1 – Ratification of Allotment and 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 7.4 of the Listing Rules of the Australian Securities Exchange and for all other purposes, the Company approves and ratifies the allotment and issue of 100,000,000 Shares at an issue price of 0.5 cents per Share to the persons noted in the Explanatory Memorandum and otherwise on the terms and conditions set out in the Explanatory Memorandum accompanying this Notice of Meeting.”

Short Explanation: Resolution 1 seeks Shareholders' approval to ratify the allotment and issue of 100,000,000 Shares at an issue price of 0.5 cents per Share as part of a placement announced on 31 January 2012. This approval is sought to 'refresh' the Company's placement ability under Listing Rule 7.1.

Voting Exclusion: For the purposes of Resolution 1, the Company will disregard any votes cast on Resolution 1 by persons who participated in the issue the subject of Resolution 1 and any associate of those persons. However, the Company will 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.

2. Resolution 2 – Approval of Proposed 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 of the Listing Rules of the Australian Securities Exchange and for all other purposes, the Company approves the proposed allotment and issue of up to 300,000,000 Shares at an issue price of 0.5 cents per Share to the persons noted in the Explanatory Memorandum and otherwise on the terms and conditions set out in the Explanatory Memorandum accompanying this Notice of Meeting.”

Short Explanation: Resolution 2 seeks Shareholders' approval to allot and issue up to 300,000,000 Shares at an issue price of 0.5 cents per Share as part of a placement announced on 31 January 2012. This approval is sought

so that this issue of Shares is not included in the Company's placement ability under Listing Rule 7.1.

Voting Exclusion: For the purposes of Resolution 2, the Company will disregard any votes cast on Resolution 2 by any persons who may participate in the proposed issue and by any persons who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the Resolution is passed and any associate of those persons. However, the Company will 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.

3. Resolution 3 – Approval of Proposed Issue of Options to Cygnet Capital Pty Ltd

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 of the Listing Rules of the Australian Securities Exchange and for all other purposes, the Company approves the proposed issue of 40,000,000 Options for no consideration, each Option having an exercise price of 1.2 cents and an expiry date of 31 January 2015 to Cygnet Capital Pty Ltd or a nominee, on the terms and conditions set out in the Explanatory Memorandum accompanying this Notice of Meeting.”

Short Explanation: Resolution 3 seeks Shareholders' approval to grant 40,000,000 Options with an expiry date of 31 January 2015 and an exercise price of 1.2 cents per Option to Cygnet Capital Pty Ltd. This approval is sought so that this issue of Options is not included in the Company's placement ability under Listing Rule 7.1.

Voting Exclusion: For the purposes of Resolution 3, the Company will disregard any votes cast on Resolution 3 by persons who may participate in the proposed issue and by persons who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities if the resolution is passed, and any associate of those persons. However, the Company will 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 fForm; 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.

4. General

To transact any business which may lawfully be brought forward at the General Meeting.

Dated 3 February 2012 by order of the Board

Nigel Hodder Company Secretary

Notes:

• 1 Votes at this General Meeting may be given personally or by proxy, attorney or corporate representative.

• 2 A Shareholder who is entitled to attend and vote at a general meeting of Shareholders is entitled to appoint not more than two proxies. Each proxy will have the right to attend the General Meeting, vote on a poll and to speak at the General Meeting. Where more than one proxy is appointed, each must be appointed to represent a specified proportion of the shareholders voting rights. If the Shareholder appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half the votes.

• 3 A proxy may but need not be a Shareholder of the Company. A proxy can be either an individual or a body corporate.

• 4 New sections 250BB and 250BC of the Corporations Act came into effect on 1 August 2011 and apply to voting by proxy on or after that date. Shareholders and their proxies should be aware of these changes to the Corporations Act, as they will apply to this General Meeting. Broadly, the changes mean that:

• if proxy holders vote, they must cast all directed proxies as directed; and

• any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.

Further details on these changes are set out below.

• 5 Section 250BB(1) of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote on a particular resolution and, if it does:

• the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (i.e. as directed); and

• if the proxy has 2 or more appointments that specify different ways to vote on the resolution – the proxy must not vote on a show of hands; and

• if the proxy is the chair of the meeting at which the resolution is voted on – the proxy must vote on a poll, and must vote that way (i.e. as directed); and

• if the proxy is not the chair – the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (i.e. as directed).

• 6 Section 250BC of the Corporations Act provides that, if:

• an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the Company's members; and

• the appointed proxy is not the chair of the meeting; and

• at the meeting, a poll is duly demanded on the resolution; and

• either of the following applies:

  • the proxy is not recorded as attending the meeting;

  • the proxy does not vote on the resolution,

the chair of the meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at the meeting.

• 7 The instrument appointing the proxy must be in writing, executed by the appointor or their attorney duly authorised in writing or, if such appointor is a corporation, either under seal or under hand of an officer or attorney duly authorised.

• 8 The instrument of proxy (and the power of attorney or other authority, if any, under which it is signed) must be lodged by person, post, courier or facsimile and reach the registered office of the Company at least 48 hours prior to the meeting – proxies lodged after this time will be invalid. For the convenience of Shareholders a Proxy Form is enclosed.

• 9 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 to vote as the proxy decides, 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.

• 10 For the purposes of regulations 7.11.37 of the Corporations Regulations, the Company determines that members holding ordinary shares at 11.00 am (Australian Western Standard Time) on Tuesday 6 March 2012 will be entitled to attend and vote at the General Meeting.

• 11 Please note defined terms used in this Notice of Meeting have the meanings set out in the Glossary of the Explanatory Memorandum accompanying this Notice of Meeting.

EXPLANATORY MEMORANDUM

This Explanatory Memorandum is intended to provide Shareholders with sufficient information to assess the merits of each Resolution contained in the accompanying Notice of Meeting.

The Directors recommend that Shareholders read this Explanatory Memorandum in full before making any decision in relation to the Resolutions.

The following information should be noted in respect of the various matters contained in the accompanying Notice of Meeting.

1. BACKGROUND - PLACEMENT

The Company has entered into funding arrangements with stock broking and corporate advisory firm Cygnet Capital Pty Ltd (" Cygnet ") for Cygnet to lead a placement of up to 400,000,000 Shares to raise up to $2,000,000 (before issue related costs) at an issue price of 0.5 cents per Share ( Placement ).

The funds raised by the Placement will be applied towards:

• existing geothermal assets and reviewing new opportunities in the energy sector which draw on the existing skill set of the Board and the Company's management; and

• working capital and to support the Company’s ongoing exploration and development.

The Placement will be undertaken in two tranches as follows:

Tranche 1

A total of 100,000,000 Shares were issued on or about 31 January 2012 at an issue price of 0.5 cents per Share, to raise $500,000. This issue was completed using the Company's 15% placement capacity under the Listing Rules.

Tranche 2

Subject to Shareholder approval (being sought pursuant to Resolution 2), a total of up to 300,000,000 Shares will be issued at an issue price of 0.5 cents per Share to raise up to $1,500,000.

2. RESOLUTION 1 – RATIFICATION OF ALLOTMENT AND ISSUE OF SHARES

2.1 General

On or about 31 January 2012, the Company issued 100,000,000 Shares at an issue price of 0.5 cents per Share to sophisticated investors and professional investors to raise $500,000 ( Tranche 1 Shares ).

Resolution 1 seeks Shareholder ratification pursuant to Listing Rule 7.4 for the allotment and issue the Tranche 1 Shares.

Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more equity securities during any 12 month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period.

Listing Rule 7.4 sets out an exception to Listing Rule 7.1. It permits a company in general meeting to ratify the previous issue of securities made without prior shareholder approval, provided the issue did not breach the 15% threshold set by Listing Rule 7.1.

The effect of such ratification is to restore the Company's maximum discretionary power to issue further equity securities up to 15% of the issued capital of the Company without requiring Shareholder approval.

2.2 Technical information required by Listing Rule 7.1

For Shareholders to subsequently approve an issue of Shares, the Company must provide the following information to comply with Listing Rule 7.5:

• a) the number of Shares allotted and issued was 100,000,000;

• b) the price at which the Shares were issued was 0.5 cents each;

• c) the Shares allotted and issued were fully paid ordinary shares which rank equally with all other Shares on issue;

• d) the Shares were allotted and issued to sophisticated investors and professional investors who were not associates or related parties of the Company; and

• e) the funds raised from the issue of the Tranche 1 Shares under the Placement were used towards working capital and to support the Company’s ongoing exploration and development.

3. RESOLUTION 2 – APPROVAL OF PROPOSED ISSUE OF SHARES

3.1 General

Resolution 2 seeks Shareholder approval for the allotment and issue of up to 300,000,000 Shares at an issue price of 0.5 cents per Share to sophisticated investors and professional investors to raise up to $1,500,000 ( Tranche 2 Shares ).

A summary of ASX Listing Rule 7.1 is set out in Section 2.1 above.

The effect of Resolution 2 will be to allow the Directors to issue the Tranche 2 Shares during the period of 3 months after the Meeting (or a longer period, if allowed by ASX), without using the Company’s 15% annual placement capacity.

3.2 Technical information required by Listing Rule 7.1

For Shareholders to approve an issue of Shares, the Company must provide the following information to comply with Listing Rule 7.3 and for Shareholders to assess the issue of Shares contemplated by Resolution 2:

• a) the maximum number of Shares to be allotted and issued is 300,000,000;

• b) the Tranche 2 Shares will be allotted and issued on one date and not later than three months after the date of this General Meeting or such later date as approved by ASX;

• c)

• the price at which the Shares will be issued is 0.5 cents each;

• d) the Shares to be allotted and issued are fully paid ordinary shares which rank equally with all other Shares on issue;

• e) the Shares will be allotted and issued to sophisticated investors and professional investors who are not associates or related parties of the Company; and

• f) the funds to be raised from the issue of the Tranche 2 Shares under the Placement will be applied towards working capital and to support the Company’s ongoing exploration and development.

4. RESOLUTION 3 – APPROVAL OF PROPOSED ISSUE OF OPTIONS TO CYGNET CAPITAL PTY LTD

4.1 General

Resolution 3 seeks Shareholder approval for the allotment and issue of 40,000,000 Options, each with an exercise price of 1.2 cents and an expiry date of 31 January 2015, in consideration for corporate advisory services being provided in respect of the Placement by Cygnet Capital Pty Ltd ( Cygnet ).

The terms of the Options are set out in Annexure A to this Explanatory Memorandum. .

A summary of ASX Listing Rule 7.1 is set out in Section 2.1 above.

The effect of Resolution 3 will be to allow the Directors to issue the Options to Cygnet during the period of 3 months after the Meeting (or a longer period, if allowed by ASX), without using the Company’s 15% annual placement capacity.

4.2 Technical information required by ASX Listing Rule 7.1

For Shareholders to approve the proposed issue of Options to Cygnet, the Company must provide the following information to comply with Listing Rule 7.3 and for Shareholders to assess the proposed grant of Options contemplated by Resolution 3:

• a) the maximum number of Options to be issued is 40,000,000;

• b) the Options the subject of Resolution 3 will be allotted and issued on one date and not later than three months after the date of this General Meeting or such later date as approved by ASX;

• c) the Options will be issued for nil consideration in satisfaction of lead manager services provided by Cygnet;

• d) the Options will be allotted and issued to Cygnet Capital Pty Ltd or its nominee, who are not associates or related parties of the Company and who are sophisticated investors or professional investors;

• e) the Options will be subject to such terms and conditions as are set out in Annexure A to this Explanatory Memorandum; and

• f) no funds will be raised from the issue as the Options are being issued in consideration for corporate advisory services being provided in respect of the Placement.

GLOSSARY

In this Explanatory Memorandum and the Notice to the General Meeting, the following terms have the following meanings unless the context otherwise requires:

ASX means ASX Limited ACN 008 624 691, and where the context permits, the Australian Securities Exchange operated by ASX Limited. Board means the board of Directors of the Company. Business Day means Monday to Friday inclusive, except New Year’s Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that ASX declares is not a business day. Company means Green Rock Energy Limited ACN 094 551 336. Constitution means the constitution of the Company. Corporations Act means the Corporations Act 2001 (Cth). Corporations means the Corporations Regulations 2001 (Cth). Regulations Cygnet means Cygnet Capital Pty Ltd ABN 88 103 488 606. Director means a director of the Company. General Meeting or means the general meeting of Shareholders the subject of the Meeting Notice of Meeting. Listing Rules means the Listing Rules of ASX. Notice of Meeting means the Notice of Meeting accompanying this Explanatory Memorandum. Option means an option to acquire a Share. Optionholder means a holder of an Option. Placement means the placement of up to 400,000,000 Shares to be issued in two tranches to certain sophisticated and professional investors, as those terms are defined by sections 708(8) and (11) of the Corporations Act, by the Company at 0.5 cents per Share and as announced to the ASX on 31 January 2012. Proxy Form means the enclosed appointment of proxy form. Resolution means a resolution detailed in the Notice of Meeting to be considered by Shareholders. Share means a fully paid ordinary share in the capital of the Company. Shareholder means a holder of a Shareholder.

ANNEXURE A

TERMS & CONDITIONS OF OPTIONS

The terms and conditions of the Options are as follows:

• (a) each Option entitles the holder to subscribe for one (1) fully paid ordinary share (" Share ") in the capital of Green Rock Energy Limited (the " Company ");

• (b) the Options are exercisable at any time on or prior to 5.00pm (Australian Western Standard Time) on 31 January 2015 ( Expiry Date ). An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date;

• (c) the Option exercise price is 1.2 cents per Option ( Exercise Price );

• (d) the Options held by each Optionholder may be exercised in whole or in part, and if exercised in part, multiples of 1,000 must be exercised on each occasion;

• (e) an Optionholder may exercise their Options by lodging with the Company, before the Expiry Date:

• (i) a written notice of exercise of Options specifying the number of Options being exercised; and

• (j) a cheque or electronic funds transfer for the Exercise Price for the number of Options being exercised;

( Exercise Notice );

• (f) an Exercise Notice is only effective when the Company has received the full amount of the Exercise Price in cleared funds;

• (g) within 10 Business Days of receipt of the Exercise Notice accompanied by the Exercise Price, the Company will allot the number of Shares required under these terms and conditions in respect of the number of Options specified in the Exercise Notice;

• (h) an Option does not confer the right to a change in Exercise Price or a change in the number of underlying securities over which the Option can be exercised;

• (i) subject to the Corporations Act, the Listing Rules and the Company's Constitution, the Options are freely transferable;

• (j) all Shares issued upon exercise of the Options will rank pari passu in all respects with the Company's then issued Shares;

• (k) the Company will not apply for quotation of the Options on the Australian Securities Exchange. However, the Company will apply for quotation of all Shares issued upon exercise of the Options on the Australian Securities Exchange within 10 Business Days after the allotment of those Shares;

• (l) there are no participating rights or entitlements inherent in the Options and Optionholders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options without exercising the Options. However, the Company will ensure that for the purposes of determining entitlements to any such issue, the record date will be at least 7 Business Days after the issue is announced. This will give Optionholders the opportunity to exercise their Options prior to the date for determining entitlements to participate in any such issue; and

• (m) if at any time the issued capital of the Company is reconstructed, all rights of the Optionholder are to be changed in a manner consistent with the Corporations Act and the Listing Rules at the time of the reconstruction.

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PROXY FORM

APPOINTMENT OF PROXY GREEN ROCK ENERGY LIMITED ACN 094 551 336

Unit 10, 38 Colin Street, West Perth, Western Australia, 6005 Australia PO Box 1177, West Perth, Western Australia, 6872 Australia Facsimile: (08) 9482 0499 (International: + 61 8 9482 0499)

2012 MARCH GENERAL MEETING

I/We ……………………………………………………………………………………

of ………………………………………………………………………………………… being a member/members of GREEN ROCK ENERGY LIMITED entitled to attend and vote at the 2012 March General Meeting, hereby

appoint ……………………………………	……………………………………
Name of Proxy 1	Name of Proxy 2
of …………………………………………	……………………………………
Address of Proxy 1	Address of Proxy 2

or failing the person(s) so named or, if no person(s) is/are named, the Chair of the General Meeting or the Chair’s nominee, to vote in accordance with the following directions or, if no directions have been given, and subject to the relevant laws as the proxy sees fit, at the General Meeting to be held at

The Board Room, Level 2, Country Woman’s Association WA, 1176 Hay Street, West Perth, Western Australia on Thursday 8 March 2012 at 11.00am (Australian Western Standard Time) and at any adjournment thereof.

Voting on Business of the General Meeting

				For Against	For Against	For Against	For Against	For Against	Abstain	Abstain	Abstain
Resolution	1	–	Ratification of Allotment and Issue of Shares
Resolution	2	–	Approval of Proposed Issue of Shares
Resolution	3	–	Approval of Proposed Issue of Options to
			Cygnet Capital Pty Ltd

If you have appointed the Chair of this meeting as your proxy, or if you have not named any person as your proxy, and you do not wish to direct your proxy how to vote, please place a mark in the box.

The Chairperson intends to vote any undirected proxies in favour of all the Resolutions.

YOU MUST EITHER MARK THE BOXES DIRECTING YOUR PROXY HOW TO VOTE OR MARK THE BOX INDICATING THAT YOU DO NOT WISH TO DIRECT YOUR PROXY HOW TO VOTE, OTHERWISE YOUR VOTES WILL NOT BE COUNTED IN CALCULATING THE REQUIRED MAJORITY IF A POLL IS CALLED ON A RESOLUTION.

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

This Proxy is appointed to represent ___ % of my voting right, or if 2 proxies are appointed Proxy 1 represents _% and Proxy 2 represents __% of my total votes. My total voting right is ___Shares Signed this………..day of …………………..2012 By: Individuals and joint holders Companies (affix common seal if appropriate) Signature…............................. Director / Individual 1

Signature……………………… Director/ Company Secretary / Individual 2 Signature…………….............. Sole Director and Sole Company Secretary

Instructions for Completing ‘Appointment of Proxy' Form

a. A Shareholder of the Company who is entitled to attend and cast two or more votes at a general meeting of Shareholders is entitled to appoint two proxies. When more than one proxy is appointed, such proxy must be allocated a proportion of the members voting rights. If the Shareholder appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half the votes.

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

c. 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:

• (i) directors of the company;

• (ii) a director and a company secretary of the company; or

• (iii) 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.

d. 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.

e. 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.

f. A Shareholder may direct a proxy how to vote by marking one of the boxes opposite each item of business. Where a box is not marked the proxy may vote as they choose. Where more than one box is marked on an item the vote will be invalid on that item.