JATCORP LIMITED — AGM Information 2009

Oct 14, 2009

JATOIL LIMITED

ABN 31 122 826 242

NOTICE OF 2009 ANNUAL GENERAL MEETING

TIME : 10.00am (EST) DATE : Tuesday, 17 November 2009 PLACE : c/- Grant Thornton, Level 17, 383 Kent Street, Sydney NSW 2000

This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on +61 2 8823 3150

TIME AND PLACE OF MEETING AND HOW TO VOTE

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The Annual General Meeting of the Shareholders of Jatoil Limited to which this Notice of Meeting relates will be held at 10.00am (EST) on Tuesday, 17 November 2009, at Grant Thornton, Level 17, 383 Kent Street, Sydney, New South Wales.

YOUR VOTE IS IMPORTANT

The business of the Annual General Meeting affects your shareholding and your vote is important.

VOTING IN PERSON

To vote in person, attend the Annual General Meeting on the date and at the time and place set out above.

VOTING BY PROXY

To vote by proxy, please complete and sign the proxy form enclosed and send the proxy form by:

(a) post to Jatoil Limited, Level 6, Suite 8, 55 Miller Street, Pyrmont, NSW, 2009; or

(b) facsimile to the Company on facsimile number (+61 2) 9571 8200,

so that it is received not later than 10.00am (EST) on Sunday, 15 November 2009.

Proxy forms received later than this time will be invalid.

NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the Annual General Meeting of Shareholders of Jatoil Limited will be held at the offices of Grant Thornton, Level 17, 383 Kent Street, Sydney at 10.00am (EST) on Tuesday, 17 November 2009.

The Explanatory Statement to this Notice of Meeting provides additional information on matters to be considered at the Annual General Meeting. The Explanatory Statement and the proxy form are part of this Notice of Meeting.

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Annual General Meeting are those who are registered Shareholders of the Company at 10.00am (EST) on Sunday, 15 November 2009.

Terms and abbreviations used in this Notice of Meeting and Explanatory Statement are defined in the Glossary.

AGENDA

Ordinary Business

ACCOUNTS AND REPORTS

To receive and consider the annual financial report of the Company for the financial year ended 30 June 2009 together with the declaration of the Directors, the Directors’ report, the remuneration report and the auditor’s report.

1. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

To consider and, if thought fit, to pass, with or without amendment, the following resolution as a non-binding resolution :

“That, for the purposes of Section 250R(2) of the Corporations Act and for all other purposes, approval is given for the Remuneration Report as contained in the Company’s annual financial report for the year ended 30 June 2009 to be adopted.”

2. RESOLUTION 2 – RE-ELECTION OF DIRECTOR – MR TOM HANCOCK

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

“That, for the purpose of clause 13.2 of the Constitution and for all other purposes, Mr Tom Hancock, a Director who retires by rotation, and being eligible, is re-elected as a Director.”

3. RESOLUTION 3 – ISSUE OF INCENTIVE OPTIONS TO DR HODGSON

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

“That, for the purposes of ASX Listing Rule 10.14, Section 208 of the Corporations Act 2001 and for all other purposes, approval is given for the Directors to issue and allot 5,000,000 Employee Share Options ( Incentive Options ) to Director Dr Phillip Hodgson or his Nominee under the Employee Share Option Plan on the terms and conditions set out in the Explanatory Statement”.

Voting Exclusion : The Company will disregard any votes cast on this Resolution by all the Directors and any of their associates. 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.

4. RESOLUTION 4 – APPOINTMENT OF AUDITOR

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

“That for the purposes of sections 327D and 328A of the Corporations Act and for all other purposes, approval is given for the Directors to appoint Grant Thornton Audit Pty Ltd ABN 91 130 913 594 as auditor of the Company, having been nominated by a shareholder and consented in writing to act in the capacity of auditor.”

5. RESOLUTION 5 – INCREASE IN AGGREGATE DIRECTOR FEES

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

That for the purposes of ASX Listing Rule 10.17 and in accordance with Article 13.7 of the Company Constitution and all other purposes, the Company approves the maximum aggregate amount that may be paid to Directors as remuneration for their services in each financial year be set at $350,000 which may be divided among those Directors in the manner determined by the Board of the Company from time to time.”

Voting Exclusion: The Company will disregard any votes cast on this Resolution by all Directors of the Company and any of their associates.

DATED: 29 SEPTEMBER 2009

BY ORDER OF THE BOARD

EMMANUEL CORREIA COMPANY SECRETARY

EXPLANATORY STATEMENT

This Explanatory Statement has been prepared for the information of the Shareholders of the Company in connection with the business to be conducted at the Annual General Meeting to be held at the offices of Grant Thornton, Level 17, 383 Kent Street, Sydney at 10.00am (EST) on Monday, 17 November 2009.

This purpose of this Explanatory Statement is to provide information that the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions in the Notice of Meeting.

1. FINANCIAL STATEMENTS AND REPORTS

In accordance with the Constitution, the business of the Annual General Meeting will include receipt and consideration of the annual financial report of the Company for the financial year ended 30 June 2009 together with the declaration of the directors, the directors’ report, the remuneration report and the auditor’s report.

In accordance with amendments to the Corporations Act the Company is no longer required to provide a hard copy of the Company’s annual financial report to Shareholders unless a Shareholder has specifically elected to receive a printed copy. These amendments may result in reducing the Company’s printing costs.

Whilst the Company will not provide a hard copy of the Company’s annual financial report unless specifically requested to do so, Shareholders may view the Company annual financial report on its website at www.jatoil.net.

2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

The Corporations Act requires that at a listed company’s annual general meeting, a resolution that the remuneration report be adopted must be put to the shareholders. However, such a resolution is advisory only and does not bind the Directors or the Company.

The remuneration report sets out the Company’s remuneration arrangements for the Directors and senior management of the Company. The remuneration report is part of the Directors’ report contained in the annual financial report of the Company for the financial year ending 30 June 2009.

A reasonable opportunity will be provided for discussion of the remuneration report at the Annual General Meeting.

3. RESOLUTION 2 – RE-ELECTION OF DIRECTOR

Clause 13.2 of the Company’s Constitution requires that if the Company has three or more directors, one third (or the number nearest one third) of these directors must retire at each annual general meeting, provided always that no director (except a managing director) shall hold office for a period in excess of three years, or until the third annual general meeting following their appointment, whichever is the longer, without submitting himself or herself for reelection.

The Company currently has 4 directors. Accordingly, in accordance with clause 13.2 of the Constitution of the Company, Mr Hancock retires as a director and, being eligible, offers himself for appointment as a director of the Company.

The Board supports the re-election of Mr Hancock.

Mr Tom Hancock

Tom Hancock is a chemical engineer with more than 20 years’ experience in the environmental and waste-to-energy fields in Australia and Asia. He is currently Country Manager of the Asian subsidiary of a large multinational waste management company headquartered in Paris.

Tom has considerable experience in the operation of chemical plants. Previously, he was the general manager of waste management for Brambles Asia, where he initiated a successful project for the conversion of waste to energy, and was managing director of Cleanaway Taiwan, Brambles’ first joint venture in Asia.

4. RESOLUTION 3 – ISSUE OF INCENTIVE OPTIONS TO DR HODGSON

4.1 General Comments

On 29 September 2009, the Company announced that it had extended the term of Dr Phillip Hodgson position as Chief Executive Officer for a further two year period. As part of this contract term extension, the Board resolved, subject to shareholder approval, to issue Dr Hodgson a total of 5,000,000 Incentive Options under the Company’s Employee Share Option Plan and on the terms and conditions set out below.

For a public company, or an entity that the public company controls, to give a financial benefit to a related party of the public company, the public company or entity must:

• (a) obtain the approval of the public company’s members in the manner set out in Sections 217 to 227 of the Corporations Act; and

• (b) give the benefit within 15 months following such approval,

unless the giving of the financial benefit falls within an exception set out in Sections 210 to 216 of the Corporations Act.

In addition, ASX Listing Rule 10.14 also requires shareholder approval to be obtained where an entity issues, or agrees to issue, securities under an employee incentive scheme to a director of the entity, an associate of the director, or a person whose relationship with the entity, director or associate of the director is, in ASX’s opinion, such that approval should be obtained.

The grant of the Incentive Options to Dr Hodgson requires the Company to obtain Shareholder approval because this constitutes giving a financial benefit and as a Director, Dr Hodgson is a related party of the Company.

It is the view of the Directors that the exceptions set out in Sections 210 to 216 of the Corporations Act do not apply in the current circumstances. Accordingly, Shareholder approval is sought for the issue the Incentive Options to Dr Hodgson.

4.2 Shareholder Approval (Chapter 2E of the Corporations Act and Listing Rules 10.14)

Pursuant to and in accordance with the requirements of Sections 217 to 227 of the Corporations Act and ASX Listing Rules 10.15, the following information is provided in relation to the proposed grant of Incentive Options:

• (a) the related party is Dr Phillip Hodgson ( Related Party ) and he is a related party by virtue of being a Director;

• (b) the maximum number of Incentive Options (being the nature of the financial benefit being provided) to be granted to the Related Party is 5,000,000;

• (c) the Incentive Options to be issued will be options to acquire fully paid ordinary shares in the capital of the Company, which if exercised, will be issued on the same terms and conditions as the Company’s existing Shares;

• (d) the Incentive Options will be granted to the Related Party no later than 12 months after the date of the Annual General Meeting (or such later date as permitted by any ASX waiver or modification of the ASX Listing Rules) and it is anticipated the Incentive Options will be issued on one date;

• (e) the Incentive Options will be granted for nil cash consideration, accordingly no funds will be raised;

• (f) no loan has or will be provided to the Related Party in relation to the subsequent exercise of the Incentive Options

• (g) 500,000 Incentive Options have been previously issued to Dr Hodgson for nil consideration at an exercise price of 6.9 cents per option under the Employee Share Option Plan since its last approval;

• (h) the following are the key terms of the Incentive Options to be granted to the Related Party:

Key Option Terms	Series 1	Series 2	Series 3	Series 4	Series 5
No. of Options	1,500,000	1,000,000	1,000,000	1,000,000	500,000
Exercise Price of Options	$0.20	$0.10	$0.20	$0.10	$0.20
Expiry of Options	31 December 2013	31 December 2013	31 December 2013	31 December 2013	31 December 2013
Exercisable upon	expiry of 12 months from the date of extension of the Executive Service Contact	realisation of an investment in, or a capital raising by, the Company and or its subsidiaries, in excess of $10,000,000 USD	realisation of an investment in, or a capital raising by, the Company and or its subsidiaries, in excess of $20,000,000 USD	the volume- weighted average price of the Company’s shares as traded on ASX exceeding $0.20 for 20 consecutive Business Days	the volume- weighted average price of the Company’s shares as traded on ASX exceeding $0.30 for 20 consecutive Business Days

• (i) the full terms and conditions of the Incentive Options are set out in Schedule A;

• (j) the value of the Incentive Options and the pricing methodology is set out in Schedule B;

• (k) any person who is in the full-time or part-time employment of, or is a director of, or is a consultant to, the Company or any subsidiary (if any) is entitled to participate in the Employee Share Option Plan. As at the date of this Notice of General Meeting, all of the Directors, being Dr Michael Taverner, Mr Ross Kestel, Mr Tom Hancock and Dr Philip Hodgson are eligible to participate in the Employee Share Option Plan;

• (l) details of any securities issued under the Employee Share Option Plan will be published in each annual report of the Company including a statement that approval under ASX Listing Rule 10.14 was obtained;

• (m) any persons entitled to participate in the Employee Share Option Plan or any person who becomes entitled to participate in the Employee Share Option Plan after this resolution is approved, that is not named in the Notice of Meeting and this Explanatory Statement, and to whom approval under ASX Listing Rule 14.1 is required for their participation in the Employee Share Option Plan, will not participate in the Employee Share Option Plan until approval is obtained for the purpose of ASX Listing Rule 14.1;

• (n) Dr Hodgson has a relevant interest in 150,000 fully paid ordinary shares in the capital of the Company and 500,000 Options exercisable at 6.9 cents on or before 1 July 2012;

• (o) the remuneration and emoluments paid (or to be paid) by the Company to the Related Party for the last financial year and current financial year (inclusive of superannuation) are $134,850 and $264,000 respectively;

• (p) if all of the Incentive Options granted to Dr Hodgson are exercised, a total of 5,000,000 Shares would be allotted and issued. This will increase the number of Shares on issue from 114,299,250 to 119,299,250 (assuming that no other Options are exercised and no other Shares issued) with the effect that the shareholding of existing Shareholders would be diluted by 4.19%;

• (q) the market price for Shares during the term of the Incentive Options would normally determine whether or not the Incentive Options are exercised. If, at any time any of the Incentive Options are exercised and the Shares are trading on ASX at a price that is higher than the exercise price of the Incentive Options, there may be a perceived cost to the Company;

• (r) the trading history of the Shares on ASX in the 12 months before the date of this Notice of Annual General Meeting is set out below:

	Price	Date
Highest	7 cents	21 October 2008
Lowest	2 cents	6, 18,19,20, 23 and 24 March 2009

3.9 cents 28 September 2009

Last

• (s) the primary purpose of the grant of Incentive Options to the Related Party is to provide cost effective consideration to the Related Party for his ongoing commitment and contribution to the Company in his role as a Director and Chief Executive Officer of the Company. The Board does not consider that there are any significant opportunity costs to the Company or benefits foregone by the Company in issuing the Incentive Options upon the terms proposed; and

• (t) Dr Hodgson declines to make a recommendation to Shareholders in relation to Resolution 3 due to his material personal interest in the outcome of the Resolution. The other Directors, who do not have a material interest in the outcome of Resolution 3, recommend that Shareholders vote in favour of Resolution 3. The Board (other than Dr Hodgson) is not aware of any other information that would be reasonably required by Shareholders to allow them to make a decision whether it is in the best interests of the Company to pass the Resolution.

Approval is being sought pursuant to ASX Listing Rule 7.1 and ASX Listing Rule 10.14. Accordingly, the issue of Incentive Options to the Related Party will not be included in the 15% calculation of the Company’s annual placement capacity pursuant to ASX Listing Rule 7.1.

5. RESOLUTION 4 – APPOINTMENT OF AUDITOR

In accordance with section 327D(1) of the Corporations Act, the Company has sought and obtained a nomination from a shareholder to appoint Grant Thornton Audit Pty Ltd ABN 91 130 913 594 as the Company’s auditor. A copy of this nomination is attached to this Explanatory Statement as Annexure A.

Grant Thornton Audit Pty Ltd has given written consent to act as the Company’s auditor in accordance with section 328A(1) of the Corporations Act.

If resolution 4 is passed, the appointment of Grant Thornton Audit Pty Ltd as the Company’s auditor will take effect at the close of this General Meeting.

The Board unanimously recommends that Shareholders vote in favour of Resolution 4.

6. RESOLUTION 5 – INCREASE IN AGGREGATE DIRECTOR FEES

Article 13.7 of the Company’s Constitution requires that the approval of members in a general meeting be obtained in order to increase the fees payable to Directors of the Company.

Resolution 5 seeks Shareholder approval to reset the maximum aggregate remuneration that may be paid to Directors from $250,000 to $350,000 per annum.

The Directors are currently undertaking a search and selection process for the appointment of up to two additional Non-Executive Directors to the board of the Company. With the addition of up to two additional Directors, the current level of aggregate Director fees of $250,000 is not considered sufficient to adequately retain, attract and remunerate the Directors of the Company.

Set out below is the technical information required by ASX Listing Rule 10.17.1:

• (a) the aggregate Directors remuneration fees will be increased by $100,000; and

• (b) if Resolution 5 is successful the new aggregate Directors fees for the Company will be $350,000.

7. ENQUIRIES

Shareholders are required to contact the Company Secretary on +61 2 8823 3150 if they have any queries in respect of the matters set out in these documents.

GLOSSARY

$ means Australian dollars.

Annual General Meeting means the meeting convened by the Notice of Meeting.

ASIC means the Australian Securities and Investments Commission.

ASX means ASX Limited.

ASX Listing Rules means the Listing Rules of ASX.

Board means the current 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 Jatoil Limited (ACN 122 826 242).

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

Employee Share Option Plan means the employee share option plan announced on the ASX by the Company on 25 January 2008.

EST means Eastern Standard Time as observed in Sydney, New South Wales.

Executive Services Contract means the executive services contract between the Company and Dr Phillip Hodgson.

Explanatory Statement means the explanatory statement accompanying the Notice of Meeting.

Incentive Options means Options to which Resolution 3 of the Notice of Meeting relates.

Notice of Meeting or Notice of Annual General Meeting means this notice of annual general meeting including the Explanatory Statement.

Option means an option to acquire a Share with the terms and conditions set out in Schedule 1.

Resolutions means the resolutions set out in the Notice of Meeting, or any one of them, as the context requires.

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a holder of a Share.

SCHEDULE A – TERMS OF INCENTIVE OPTIONS

The terms and conditions of the Options are as follows:

• (a) each Option entitles the holder, when exercised, to one (1) Share;

• (b) subject to paragraphs (c) and (d) below, the Options are exercisable at any time on or prior to 5.00pm (EST) on 31 December 2013 (Expiry Date) by completing an option exercise form and delivering it together with the payment for the number of Shares in respect of which the Options are exercised to the registered office of the Company;

• (c) subject to (d) below, the Options will vest and only be exercisable in tranches as follows:

• (i) 1,500,000 Options exercisable at $0.20 each upon the expiry of 12 months from the date at which the Executive Service Contract between the Company and Dr Hodgson is extended, and exercised on or before the Expiry Date;

• (ii) 1,000,000 Options exercisable at $0.10 each upon the realisation of an investment in the Company and or its subsidiaries, or a capital raising by the Company and or its subsidiaries, in excess of $10,000,000 USD and exercised on or before the Expiry Date;

• (iii) 1,000,000 Options exercisable at $0.20 each upon the realisation of an investment in the Company and or its subsidiaries, or a capital raising by the Company and or its subsidiaries, in excess of $20,000,000 USD, and exercised on or before the Expiry Date;

• (iv) 1,000,000 Options exercisable at $0.10 each upon the volume-weighted average price of the Company’s shares as traded on ASX exceeding $0.20 for 20 consecutive Business Days, and exercised on or before the Expiry Date; and

• (v) 500,000 Options exercisable at $0.20 each upon the volume-weighted average price of the Company’s shares as traded on ASX exceeding $0.30 for 20 consecutive Business Days, and exercised on or before the Expiry Date;

• (d) in the event:

• (i) any third party acquires greater than a 50% interest in the Company’s issued shares (by way of takeover, Employee Share Option Plan of arrangement or any other means); or

• (ii) the Company sells a majority of its assets to a third party,

any unvested Options will immediately vest and must be exercised within 90 days thereafter (otherwise they will immediately lapse);

• (e) 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;

• (f) the Options are not transferable;

• (g) if the Executive Services Agreement is terminated by the Company with cause under clause 14.1 of the agreement, all of the Options that have not vested will immediately lapse (unless otherwise agreed to by the Company);

• (h) Options will not be quoted on the ASX. However an application will be made to ASX for official quotation of the Shares allotted pursuant to the exercise of the Options if the Company’s Shares are listed on ASX at that time;

• (i) there are no participating rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered to shareholders during the currency of the Options. However, the Company will ensure that for the purposes of determining entitlements to any such issue the holder will receive notice in accordance with the requirements of the Listing Rules; and

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

The terms of the Options will otherwise be governed by the Company’s Incentive Option Employee Share Option Plan and, to the extent of any inconsistency; the terms of the Incentive Option Employee Share Option Plan shall prevail.

SCHEDULE B – VALUATION OF INCENTIVE OPTIONS

The Incentive Options to be issued to the Related Party pursuant to Resolution 3 have been valued by internal management.

Using the theoretical Black & Scholes option model and based on the assumptions set out below, the Incentive Options were ascribed a value range, as follows:

Using the theoretical Black & Scholes option model and based on the assumptions out below, the Incentive Options were ascribed a value range, as follows:	Using the theoretical Black & Scholes option model and based on the assumptions out below, the Incentive Options were ascribed a value range, as follows:	Using the theoretical Black & Scholes option model and based on the assumptions out below, the Incentive Options were ascribed a value range, as follows:	Using the theoretical Black & Scholes option model and based on the assumptions out below, the Incentive Options were ascribed a value range, as follows:
Assumptions:
Valuation date	29 September 2009
Market price of Shares	3.2 cents (30 day volume weighted average price)
Exercise price:
$0.10 Incentive Options	$0.10
$0.20 Incentive Options	$0.20
Expiry date	31 December 2013
Risk free interest rate	4.9%
Volatility	80%	100%	120%
Indicative Value per Incentive Option
$0.10 Incentive Options	1.19 cents	1.66 cents	2.07 cents
$0.20 Incentive Options	0.75 cents	1.26 cents	1.74 cents
Total Value of Incentive Option Package	$46,343	$71,055	$93,552

Note: The valuation ranges noted above are not necessarily the market prices that the Incentive Options could be traded at and they are not automatically the market prices for taxation purposes. In addition the valuation ranges above do not take into account the pre defined vesting criteria attaching to the options that must be achieved prior to them being able to be exercised.

PROXY FORM

APPOINTMENT OF PROXY JATOIL LIMITED ABN 31 122 826 242

2009 ANNUAL GENERAL MEETING

I/We of

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being a member of [Insert Company Name] entitled to attend and vote at the Annual General Meeting, hereby

Appoint

Name of proxy OR the Chair of the Annual General Meeting as your proxy

or failing the person so named or, if no person is named, the Chair of the Annual General Meeting, or the Chair’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 at 10.00am (EST), on Tuesday, 17 November 2009 at the offices of Grant Thornton, Level 17, 383 Kent Street, Sydney, NSW, 2000 and at any adjournment thereof.

If no directions are given, the Chair will vote in favour of all the Resolutions.

If the Chair of the Annual General Meeting is appointed as your proxy, or may be appointed by default, and you do not wish to direct your proxy how to vote as your proxy in respect of the Resolutions please place a mark in this box.

By marking this box, you acknowledge that the Chair of the Annual General Meeting may exercise your proxy even if he has an interest in the outcome of the Resolutions and that votes cast by the Chair of the Annual General Meeting for the Resolutions other than as proxy holder will be disregarded because of that interest. If you do not mark this box, and you have not directed your proxy how to vote, the Chair will not cast your votes on the Resolutions and your votes will not be counted in calculating the required majority if a poll is called on the Resolutions.

OR

Voting on Business of the Annual General Meeting

Voting on Business of the Annual General Meeting	Voting on Business of the Annual General Meeting	Voting on Business of the Annual General Meeting	Voting on Business of the Annual General Meeting	Voting on Business of the Annual General Meeting
FOR AGAINST ABSTAIN Resolution 1 Adoption of Remuneration Report Resolution 2 Re-election of Director - Mr Tom Hancock Resolution 3 Issue of Incentive Options to Dr Hodgson Resolution 4 Appointment of Auditor Resolution 5 Increase in Aggregate Director Fees Please note: If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution on a show of hands or on a poll and your votes will not to be counted in computing the required majority on a poll. Signature of Member(s): Date: ____
Individual or Member 1		Member 2		Member 3
Sole Director/Company Secretary		Director		Director/Company Secretary

Contact Name: _____ Contact Ph (daytime): _________

JATOIL LIMITED ABN 31 122 826 242

Instructions for Completing ‘Appointment of Proxy’ Form

1.

( Appointing a Proxy ): A member entitled to attend and vote at an Annual General Meeting is entitled to appoint not more than two proxies to attend and vote on a poll on their behalf. The appointment of a second proxy must be done on a separate copy of the Proxy Form. Where more than one proxy is appointed, such proxy must be allocated a proportion of the member’s voting rights. If a member appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half the votes. A duly appointed proxy need not be a member of the Company.

2.

( Direction to Vote ): A member 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.

3. ( Signing Instructions ):

• ( Individual ): Where the holding is in one name, the member must sign.

• ( Joint Holding ): Where the holding is in more than one name, all of the members must sign.

• ( Power of Attorney ): If you have not already provided the Power of Attorney with the registry, please attach a certified photocopy of the Power of Attorney to this form when you return it.

• ( Companies ): Where the company has a sole director who is also the sole company secretary, that person must sign. Where the company (pursuant to Section 204A of the Corporations Act) does not have a company secretary, a sole director can also sign alone. Otherwise, a director jointly with either another director or a company secretary must sign. Please sign in the appropriate place to indicate the office held.

• ( Attending the Meeting ): Completion of a Proxy Form will not prevent individual members from attending the Annual General Meeting in person if they wish. Where a member completes and lodges a valid proxy form and attends the Annual General Meeting in person, then the proxy’s authority to speak and vote for that member is suspended while the member is present at the Annual General Meeting.

• ( Return of Proxy Form ): To vote by proxy, please complete and sign the enclosed Proxy Form and return by:

• (a) post to Jatoil Limited, Level 6, Suite 8, 55 Miller Street, Pyrmont, NSW, 2009; or

• (b) facsimile to the Company on facsimile number (+61 2) 9571 8200,

so that it is received not later than 10.00am (EST) on Sunday, 15 November 2009.

Proxy forms received later than this time will be invalid.

“Auditor Nomination”

1 October 2009

The Directors Jatoil Limited 6, Suite 8, 55 Miller Street PYRMONT NSW 2009

Nomination of Grant Thornton Audit Pty Ltd as auditor of Jatoil Limited

Following the resignation of Grant Thornton (NSW) Pty Limited as auditor of the Company (subject to ASIC consent), I Michael Taverner, being a shareholder of Jatoil Limited, nominate Grant Thornton Audit Pty Ltd of Level 17, 383 Kent Street, Sydney, NSW 2000 for appointment as auditor of Jatoil Limited at its 2009 General Meeting.

I consent to the distribution of a copy of this notice of nomination as an annexure to the Notice of General Meeting and Explanatory Statement for the 2009 Annual General Meeting of Jatoil Limited as required by section 328B (3) of the Corporations Act 2001.

Signed

Michael Taverner