JATCORP LIMITED — AGM Information 2011

Oct 24, 2011

JATENERGY LIMITED

ABN 31 122 826 242

NOTICE OF 2011 ANNUAL GENERAL MEETING

TIME : 10.00am (EST) DATE : Friday, 25 November 2011 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 9571 8300

CONTENTS PAGE

Business of the Meeting (setting out the proposed resolutions)	3
Explanatory Statement (explaining the proposed resolutions)	7
Glossary	18
Schedule 1 – Summary of Executive Share Plan terms	20
Schedule 2 – Valuation of Incentive Shares	21
Schedule 3 – Terms and Conditions of Options	23
Proxy Form	24
IMPORTANT INFORMATIO N

TIME AND PLACE OF MEETING AND HOW TO VOTE

The Annual General Meeting of the Shareholders of Jatenergy Limited to which this Notice of Meeting relates will be held at 10.00am (EST) on Friday, 25 November 2011, 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 Jatenergy Limited, Level 6, Suite 8, 55 Miller Street, Pyrmont, NSW, 2011;

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

• (c) email to the Company at j.perry@jatenergy.net,

so that it is received not later than 10.00am (EST) on Wednesday, 23 November 2011.

Proxy forms received later than this time will be invalid.

RECENT CHANGES TO VOTING BY PROXY

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 Annual General Meeting. Broadly, the changes mean that:

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

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• 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.

Proxy vote if appointment specifies way to vote

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).

Transfer of non-chair proxy to chair in certain circumstances

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; or

• 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.

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NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the Annual General Meeting of Shareholders of Jatenergy Limited will be held at the offices of Grant Thornton, Level 17, 383 Kent Street, Sydney at 10.00am (EST) on Friday, 25 November 2011.

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 Wednesday, 23 November 2011.

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

AGENDA

ORDINARY BUSINESS

Financial Statements and Reports

To receive and consider the annual financial report of the Company for the financial year ended 30 June 2011 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 purpose of Section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the Remuneration Report as contained in the Company’s annual financial report for the year ended 30 June 2011.”

Note: the vote on this Resolution is advisory only and does not bind the Directors or the Company.

Voting Prohibition Statement:

A vote on this Resolution must not be cast (in any capacity) by or on behalf of any of the following persons:

• (a) a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or

• (b) a Closely Related Party of such a member.

However, a person described above may vote on this Resolution if:

• (a) the person does so as a proxy appointed by writing that specifies how the proxy is to vote on the Resolution; and

• (b) the vote is not cast on behalf of a person described in sub-paragraphs (a) or (b) above.

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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, retires by rotation, and being eligible, is re-elected as a Director.”

3. RESOLUTION 3 – RE-ELECTION OF DIRECTOR – MR ALAN BROOME

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 13.4 of the Constitution and for all other purposes, Mr Alan Broome, a Director having been appointed to fill a casual vacancy until the next general meeting, retires, and being eligible, is re-elected as a Director.”

4. RESOLUTION 4 – RE-ELECTION OF DIRECTOR – MR LI XIPENG

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 13.4 of the Constitution and for all other purposes, Mr Li Xipeng, a Director having been appointed to fill a casual vacancy until the next general meeting, retires, and being eligible, is re-elected as a Director.”

5. RESOLUTION 5 – ISSUE OF INCENTIVE SHARES TO PHIL 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 675,000 Shares to Director Dr Phil Hodgson or his nominee under the Company’s Executive Share 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.

Voting Prohibition Statement:

A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:

• (a) the proxy is either:

(i) a member of the Key Management Personnel; or

(ii) a Closely Related Party of such a member; and

(b) the appointment does not specify the way the proxy is to vote on this Resolution.

However, the above prohibition does not apply if:

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• (a) the proxy is the Chair of the Meeting; and

• (b) the appointment expressly authorises the Chair to exercise the proxy even if the Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

6. RESOLUTION 6 - RATIFICATION OF PRIOR ISSUE OF SECURITIES

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 7.4 and for all other purposes, Shareholders ratify the allotment and issue of 1,000,000 Shares and 5,500,000 Options on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion: The Company will disregard any votes cast on this resolution by a person who has participated in the issue and any associates of those persons. However, the Company need not disregard a vote if it is cast by a person as 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.

7. RESOLUTION 7 - ISSUE OF SHARES TO SPINIFEX

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, approval is given for the Company to issue and allot up to 4,000,000 Shares to Spinifex Rural Management Pty Ltd on the terms and conditions set out in the Explanatory Memorandum .”

Voting Exclusion : The Company will disregard any votes cast on this resolution by any person and their Associates who may participate in the proposed issue of Shares or may obtain a benefit, except a benefit solely in the capacity of a holder of Shares. However, the Company will not disregard a vote if it is cast by a person as the proxy for a person who is entitled to vote, in accordance with directions on the proxy form; or it is cast by the person chairing the meeting as a proxy for a person who is entitled to vote, in accordance with directions on the proxy form to vote as the proxy decides.

8. RESOLUTION 8 – ISSUE OF SHARES TO DEMYCOAL

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, approval is given for the Company to issue and allot up to 5,000,000 Shares to Demycoal Pty Ltd on the terms and conditions set out in the Explanatory Memorandum .”

Voting Exclusion : The Company will disregard any votes cast on this resolution by any person and their Associates who may participate in the proposed issue of Shares or may obtain a benefit, except a benefit solely in the capacity of a holder of Shares. However, the Company will not disregard a vote if it is cast by a person as the proxy for a person who is entitled to vote, in accordance with directions on the proxy form; or it is cast by the person chairing the meeting as a proxy for a person who is entitled to vote, in accordance with directions on the proxy form to vote as the proxy decides .

DATED: 18 OCTOBER 2011

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BY ORDER OF THE BOARD

EMMANUEL CORREIA COMPANY SECRETARY

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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 Friday, 25 November 2011.

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 2011 together with the declaration of the directors, the directors’ report, the remuneration report and the auditor’s report.

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.jatenergy.net.

2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

2.1 General

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.

Under recent changes to the Corporations Act which came into effect on 1 July 2011, if at least 25% of the votes cast on Resolution 1 are voted against adoption of the Remuneration Report at the Annual General Meeting, and at least 25% of votes are cast against the 2012 remuneration report at the Company's 2012 annual general meeting, the Company will be required to put to Shareholders a resolution at the 2012 annual general meeting proposing the calling of a general meeting to consider the appointment of directors of the Company ( Spill Resolution ).

If more than 50% of Shareholders vote in favour of the Spill Resolution at the 2012 annual general meeting, the Company must convene a general meeting ( Spill Meeting ) within 90 days of the Company's 2012 annual general meeting. All of the Directors who were in office when the Company's 2012 Directors' report was approved, other than the managing director of the Company, will cease to hold office immediately before the end of the Spill Meeting but may stand for reelection at the Spill Meeting. Following the Spill Meeting those persons whose election or re-election as Directors is approved will be the Directors of 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 2011.

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

2.2 Proxy Restrictions

Pursuant to the Corporations Act, if you elect to appoint the Chair, or another member of Key Management Personnel whose remuneration details are included in the Remuneration Report or any Closely Related Party of that member as your proxy to vote on this Resolution 1, you must direct the proxy how they are to vote . Where you do not direct the Chair, or another member of Key Management Personnel whose remuneration details are included in the Remuneration Report or Closely Related Party of that member on how to vote on this Resolution 1, the proxy is prevented by the Corporations Act from exercising your vote and your vote will not be counted in relation to this Resolution 1.

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

Clause 13.2 of the Company’s Constitution requires that at the Company’s annual general meeting in every year, one-third of the Directors for the time being, or, if their number is not a multiple of 3, then the number nearest one-third (rounded upwards in case of doubt), must retire from office, provided always that no Director (except a Managing Director) shall hold office for a period in excess of 3 years, or until the third annual general meeting following his or her appointment, whichever is the longer, without submitting himself or herself for reelection.

The Directors to retire at an annual general meeting are those who have been longest in office since their last election, but, as between persons who became Directors on the same day, those to retire shall (unless they otherwise agree among themselves) be determined by drawing lots.

A Director who retires by rotation under clause 13.2 of the Constitution is eligible for re-election.

The Company currently has 5 directors and accordingly at least 1 must retire.

Mr Tom Hancock, the Director longest in office since his last election, retires by rotation and seeks re-election.

The Board supports the re-election of Mr Hancock.

4. RESOLUTIONS 3 AND 4- RE-ELECTION OF DIRECTORS – MR ALAN BROOME AND MR LI XIPENG

Clause 13.4 of the Constitution allows the Directors to appoint at any time a person to be a Director as an addition to the existing Directors, but only where the total number of Directors does not at any time exceed the maximum number specified by the Constitution.

Any Director so appointed holds office only until the next following general meeting and is then eligible for re-election.

Mr Alan Broome and Mr Li Xipeng retire as Directors, having both been appointed as a Director to fill a casual vacancy on 12 April 2011 until the next general meeting, and being eligible seek re-election.

The Board supports the re-election of Mr Broome and Mr Xipeng.

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5. RESOLUTION 5 - ISSUE OF INCENTIVE SHARES TO DR PHIL HODGSON

5.1 Issue of Shares under Executive Share Plan

The Company has agreed, subject to obtaining Shareholder approval, to allot and issue a total of 675,000 Shares ( Incentive Shares ) to Dr Phil Hodgson (or his nominee) ( Dr Hodgson ) pursuant to the Company’s Executive Share Plan which was approved by Shareholders at the Company’s 2010 annual general meeting on 16 November 2010 ( Executive Share Plan or Plan ).

The Incentive Shares are to be issued to Dr Hodgson (or his nominee) to provide further incentive to perform and to secure the ongoing commitment of the Dr Hodgson to the continued growth of the Company.

5.2 Related Party Transaction

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.

The grant of the Incentive Shares to Dr Hodgson (or his nominee), under the Plan, 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 of the Incentive Shares to Dr Hodgson.

5.3 ASX Listing Rule 10.14

ASX Listing Rule 10.14 provides that a company must not permit any of the following persons to acquire securities under an employee incentive scheme without the approval of holders of ordinary securities of the acquisition:

• (a) a director of the company;

• (b) an associate of a director; or

• (c) a person whose relationship with the company or a person referred to in (a) or (b) above is, in ASX’s opinion, such that approval should be obtained.

If Resolution 5 is passed, Shares will be issued to Dr Hodgson, a Director of the Company. Therefore, the Company requires Shareholder approval to issue the Incentive Shares to Dr Hodgson (or his nominee).

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5.4 Technical Information requires by Chapter 2E of the Corporations Act and Listing Rules 10.15

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 Shares:

• (a) the related party is Dr Phil Hodgson and he is a related party by virtue of being a Director of the Company;

• (b) the maximum number of Incentive Shares (being the nature of the financial benefit being provided) to be acquired by Dr Hodgson (or his nominee) is 675,000 Shares;

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

• (d) the Company has not issued Shares to any persons referred to in ASX Listing Rule 10.14 since the last approval under ASX Listing Rule 10.14;

• (e) the following persons referred to in ASX Listing Rule 10.14, being all of the Directors of the Company, are entitled to participate in the Executive Share Plan: Mr Ross Kestel, Mr Phil Hodgson, Mr Alan Broome, Mr Tom Hancock ; Mr Xipeng Li and Mr Wilton Yao;

• (f) the Incentive Shares will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares. The Incentive Shares will only vest and be transferred to the Related Party once the vesting criteria, as outlined below, are met. There is no time limit for the satisfaction of these vesting criteria. The Incentive Shares will otherwise be issued on the terms and conditions set out in the Plan as summarised in Schedule 1;

Vesting Criteria	Number of Incentive Shares that vest
Vesting Criteria #1 1st coal mine in production at a rate of at least 20 kT per month in relation to the Company’s coal projects	135,000
Vesting Criteria #2 2nd coal mine in production at a rate of at least 20kT per month in relation to the Company’s coal projects	135,000
Vesting Criteria #3 JORC Indicated Mineral Resource of at least 40 million tonnes of coal is defined in relation to the Company’s coal projects	135,000
Vesting Criteria #4 Earlier of $10m capital raised for the Company’s biofuel projects or 5000 Ha of biofuel crops are established by the Company or 1000 tonnes of crude jatropha oil are sold by the Company	135,000
Vesting Criteria #5 Compliance with Corporate Governance matters to the satisfaction of the Board -This vesting criterion is to ensure compliance with the material	135,000

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matters of the Company’s Corporate Governance Policy and the general promotion of good governance – with particular focus on the attendance of board, committee and shareholder meetings, compliance with the Company’s share trading policy and shareholder communication. Max. No. of Incentive Shares 675,000

• (g) in determining the number of Incentive Shares to be issued to Dr Hodgson, consideration was given to the relevant experience and role of Dr Hodgson, his overall remuneration terms, and the terms of share packages granted to directors of similar companies;

• (h) the Incentive Shares will be issued, pursuant to the Executive Share Plan, to the trustee of the Executive Share Plan to hold in trust for the Dr Hodgson, 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 Shares will be issued on one date. The transfer of Incentive Shares to Dr Hodgson will occur in stages if and when the above vesting criteria are satisfied;

• (i) all executives and key employees have pre-determined key performance indicators ( KPIs ), and related time frames in which to meet the KPIs, set in their annual reviews. The KPIs and the share vesting criteria are closely linked. Accordingly, Dr Hodgson’s vesting criteria are closely linked with his KPIs which are agreed on an annual basis. Pursuant to these KPIs, Dr Hodgson has between two to three years to attain the predefined vesting criteria. The Incentive Shares held in trust for Dr Hodgson will not vest if the vesting criteria are not met. In circumstances where the Incentive Shares do not vest, the Board has the discretion to either cancel the Shares or more likely reallocate the Shares to other key employees as is allowed under the trust deed;

• (j) no loan has or will be provided to Dr Hodgson in relation to the issue of the Incentive Shares;

• (k) no Incentive Shares have been previously issued to Dr Hodgson;

• (l) the value of the Incentive Shares, being the financial benefit being given to Dr Hodgson, and the pricing methodology is set out in Schedule 2;

• (m) any person who is an employee or officer including director) or any member of the Company or its Subsidiaries who is determined by the Board to be an Eligible Employee for the purposes of the Plan;

• (n) as at the date of this Notice, Dr Hodgson has a relevant interest in the following Company securities:

Related Party	Shares	Options
Dr Phil Hodgson	143,726	125,000 Options (exercisable at $0.276 each, expiring 1 July 2012)

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1,250,000 Options (exercisable between $0.40aand $0.80 each, expiring 31 Dec 2013)

• (o) the remuneration and emoluments paid (or to be paid) by the Company to Dr Hodgson for the last financial year and current financial year (inclusive of superannuation) is as follows:

Related Party	Financial year Ended 30 June 2011	Financial year Ended 30 June 2012
Dr Phil Hodgson	$305,513	$216,000

• (p) if all of the Incentive Shares are issued to Dr Hodgson a total of 675,000 Shares would be allotted and issued. The effect will be to increase the number of Shares on issue from 78,615,568 to 79,290,568 (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 0.99%;

• (q) If the vesting criteria attaching to the Incentive Shares are met, then the Incentive Shares will vest to Dr Hodgson. Accordingly, there may be a perceived cost to the Company as the Incentive Shares have been issued for nil consideration;

• (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: and

	Price	Date
Highest	$0.20	19 & 27 April 2011
Lowest	$0.023	25, 26, 27, 28 & 29 October 2010
Last	$0.105	14 October 2011

• (s) the primary purpose of the grant of Incentive Shares to Dr Hodgson is to provide cost effective consideration to Dr Hodgson for his ongoing commitment and contribution to the Company as Managing Director 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 Shares upon the terms proposed.

5.5 Directors’ recommendations

• (a) Dr Phil Hodgson declines to make a recommendation to Shareholders in relation to Resolution 5 due to his material personal interest in the outcome of the Resolution.

• (b) Mr Ross Kestel recommends that Shareholders vote in favour of Resolution 5 on the basis that the Incentive Shares provide effective consideration to Dr Hodgson for his ongoing commitment and contribution to the Company as the Managing Director of the Company, the Incentive Shares are an appropriate form of incentive to maximise returns to Shareholders and the terms of the proposed issue of Shares to Dr Hodgson are reasonable to the Company.

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• (c) Mr Alan Broome recommends that Shareholders vote in favour of Resolution 5 on the basis that the Incentive Shares provide effective consideration to Dr Hodgson for his ongoing commitment and contribution to the Company as the Managing Director of the Company, the Incentive Shares are an appropriate form of incentive to maximise returns to Shareholders and the terms of the proposed issue of Shares to Dr Hodgson are reasonable to the Company.

• (d) Mr Tom Hancock recommends that Shareholders vote in favour of Resolution 5 on the basis that the Incentive Shares provide effective consideration to Dr Hodgson for his ongoing commitment and contribution to the Company as the Managing Director of the Company, the Incentive Shares are an appropriate form of incentive to maximise returns to Shareholders and the terms of the proposed issue of Shares to Dr Hodgson are reasonable to the Company.

• (e) Mr Xipeng Li recommends that Shareholders vote in favour of Resolution 5 on the basis that the Incentive Shares provide effective consideration to Dr Hodgson for his ongoing commitment and contribution to the Company as the Managing Director of the Company, the Incentive Shares are an appropriate form of incentive to maximise returns to Shareholders and the terms of the proposed issue of Shares to Dr Hodgson are reasonable to the Company.

• (f) The Board (other than Dr Hodgson) are 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.

6. RESOLUTION 6 - RATIFICATION OF PRIOR ISSUE OF SECURITIES

On 12 April 2011, the Company announced that it had allotted 11,000,000 Shares at $0.20 each and 5,500,000 free attaching Options ($0.25 exercise price, expiry on or before 1 March 2014), to raise $2.2 million, pursuant to its recompliance with Chapters 1 and 2 of the ASX Listing Rules.

Of these securities allotted, 1,000,000 Shares and 5,500,000 Options were issued pursuant to the Company’s 15% placement capability. Of the Options issued, 5,000,000 were attached to the Shares issued pursuant to the Company’s recompliance prospectus which raised a total of $2 million (on a I free Option for every two Shares subscribed for basis)and 500,000 Options were issued to sophisticated investors post the closing of the re-compliance prospectus.

None of the subscribers for Shares and Options under this issue were related parties of the Company.

Resolution 6 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of those Shares and Options ( Securities Ratification ).

ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue during any 12 month period any equity securities, or other securities with rights to conversion to equity (such as an option), if the number of those securities exceeds 15% of the number of securities in the same class on issue at the commencement of that 12 month period.

ASX Listing Rule 7.4 sets out an exception to ASX Listing Rule 7.1. It provides that where a company in general meeting ratifies the previous issue of securities made pursuant to ASX Listing Rule 7.1 (and provided that the previous issue did

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not breach ASX Listing Rule 7.1) those securities will be deemed to have been made with shareholder approval for the purpose of ASX Listing Rule 7.1.

By ratifying this issue, the Company will retain the flexibility to issue equity securities in the future up to the 15% annual placement capacity set out in ASX Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.

6.1 Technical information required by ASX Listing Rule 7.4

Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to the Securities Ratification:

• (a) 1,000,000 Shares and 5,500,000 Options were allotted and issued:

• (b) the Shares were issued at an issue price of $0.20 per Share and the Options were issued for nil consideration;

• (c) the Shares were all fully paid ordinary shares in the capital of the Company on the same terms and conditions of the Company’s existing Shares. The Options were issued on the terms and conditions set out in Schedule 3;

• (d) the Shares and Options were issued and allotted to various sophisticated investors, none of whom were related parties of the Company; and

• (e) the funds raised from the issue of the Shares and Options was $200,000 which was used for working capital purposes.

7. RESOLUTION 7 – ISSUE OF SHARES TO SPINIFEX

7.1 General

As announced to the ASX, the Company has entered into a tenement purchase agreement with Spinifex Rural Management Pty Ltd ( Spinifex ), whereby the Company is entitled to acquire certain coal tenements and tenement applications in Queensland (as described below).

7.2 Spinifex Tenement Purchase Agreement

On 20 June 2011, the Company entered into an agreement with Spinifex under which Spinifex agreed to sell to the Company Coal Exploration Permits EPC 2101 and EPC 1959 ( Granted Tenements ) and Coal Exploration Permit Applications EPCA 2020, EPCA 1988, EPCA 2166, EPCA 2102 and EPCA 2001 ( Tenement Applications ) ( Spinifex Tenement Purchase Agreement ).

As consideration for the purchase, the Company agreed:

• (a) to pay Spinifex a deposit of $20,000 (which has been paid);

• (b) upon completion of the acquisition of the Granted Tenements by the Company:

• (i) to pay Spinifex $100,000;

• (ii) to issue Spinifex 3,500,000 Shares in the Company; and

• (iii) to grant Spinifex a royalty of 1.5% of gross revenue (less costs of

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mining and washing on site) earned from the sale or disposal of coal by the Company from the areas covered by the Granted Tenements and the Tenement Applications ( Royalty ); and

• (c) upon conversion of the Tenement Applications into tenements and acquisition by the Company:

• (i) to pay Spinifex a total of $120,000; and

• (ii) to issue Spinifex a total of 4,000,000 Shares in the Company.

The acquisition of the Tenement Applications is to occur progressively, with the consideration being apportioned and paid or issued as tenements are granted from the Tenement Applications.

The Company expects to complete the acquisition of the Granted Tenements shortly and at that time to issue 3,500,000 Shares to Spinifex.

The Company also anticipates completing the acquisition of a number of tenements granted from the Tenement Application in the next few months, as part of which it will issue up to 500,000 Shares to Spinifex (leaving a further 3,500,000 Shares to be issued at future dates as tenements are granted from the Tenement Applications).

7.3 Reason for Shareholder Approval

Listing Rule 7.1 requires that a listed company obtain shareholder approval prior to the issue of shares, or securities convertible into shares exceeding 15% of the issued capital of that company in any 12 month period (subject to the Listing Rules).

ASX 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.

As the proposed issue of Shares to Spinifex as noted above, when aggregated with the other securities proposed to be issued in this 12 month period, will exceed that 15% threshold, and to maintain flexibility to raise capital, Resolution 7 has been included in the Notice.

7.4 Technical information required by Listing Rule 7.1

In accordance with the requirements of Listing Rule 7.3, the following information is provided to Shareholders:

• (a) the maximum number of securities to be issued is 4,000,000 Shares;

• (a) the Shares will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules);

• (b) 3,500,000 Shares will be issued to Spinifex on completion of the acquisition of the Granted Tenements;

• (c) up to 500,000 Shares will be issued to Spinifex as and when tenements are granted from the Tenement Applications. The exact timing of the grant of tenements from the Tenement Applications is uncertain. To the extent tenements are not granted within three months after the date of

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the General Meeting, Shares to be issued as consideration for these tenements will either be issued under the Company’s 15% placement capacity, or will be issued following Shareholder approval (to the extent the 15% placement capacity is not available);

• (d) the Shares will be issued for nil cash consideration in satisfaction of the acquisition of tenements from Spinifex and accordingly no funds will be raised from the issue of the Shares; and

• (e) the Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares.

8. RESOLUTION 8 – ISSUE OF SHARES TO DEMYCOAL

8.1 General

As announced to the ASX, the Company has entered into a tenement purchase agreement with Demycoal Pty Ltd ( Demycoal ), whereby the Company is entitled to acquire certain coal tenements and tenement applications in Queensland (as described below).

8.2 Demycoal Tenement Purchase Agreement

On 20 June 2011, the Company entered into an agreement with Demycoal pursuant to which Demycoal agreed to sell to the Company Coal Exploration Permit Applications EPCA 2117, EPCA 2152 and EPCA 2153 ( Demycoal Tenement Applications ) ( Demycoal Purchase Agreement ).

As consideration for the purchase, the Company has agreed:

• (a) to pay Demycoal a deposit of $10,000;

• (b) upon completion of the Demycoal Purchase Agreement:

• (i) to pay Demycoal $90,000; and

• (ii) to issue Demycoal 5,000,000 Shares in the Company; and

• (iii) to grant Demycoal a royalty of 1.5% of gross revenue (less costs of mining and washing on site) earned from the sale or disposal of coal by the Company from the areas covered by the Demycoal Tenement Applications ( Royalty ).

The Demycoal Purchase Agreement is conditional upon the satisfaction or waiver of several conditions precedent including:

• (c) the Company completing due diligence enquires to the satisfaction of the Company;

• (d) the grant of the Demycoal Tenement Applications by the Minister;

• (e) consent of the Minister to the transfer of the tenements to the Company once the Demycoal Tenement Applications are granted; and

• (f) the execution of the Tenement Purchase Agreement between the Company and Spinifex Rural Management Pty Ltd (this condition has been satisfied).

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The Company expects to complete the acquisition of the tenements granted from the Demycoal Tenement Applications shortly and at that time to issue 5,000,000 Shares to Demycoal.

8.3 Reason for Shareholder Approval

A summary of ASX Listing rule 7.1 is set out in Section 7.3 above.

As the proposed issue of Shares to Spinifex and Demycoal as noted above, when aggregated with the other securities proposed to be issued in this 12 month period, will exceed that 15% threshold, and to maintain flexibility to raise capital, Resolution 8 has been included in the Notice.

8.4 Technical information required by Listing Rule 7.1

In accordance with the requirements of Listing Rule 7.3, the following information is provided to Shareholders:

• (a) the maximum number of securities to be issued is 5,000,000 Shares;

• (b) the Shares will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules);

• (c) 5,000,000 Shares will be issued to Demycoal on completion of the acquisition of the tenements granted from the Demycoal Tenement Applications;

• (d) the Shares will be issued for nil cash consideration in satisfaction of the acquisition of tenements from Spinifex and Demycoal respectively and accordingly no funds will be raised from the issue of the Shares; and

• (e) the securities issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares.

9. 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.

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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 Wednesday to Friday inclusive, except New Year’s Day, Good Friday, Easter Wednesday, Christmas Day, Boxing Day, and any other day that ASX declares is not a business day.

Closely Related Party of a member of the Key Management Personnel means:

• (a) a spouse or child of the member;

• (b) a child of the member’s spouse;

• (c) a dependent of the member or the member’s spouse;

• (d) anyone else who is one of the member’s family and may be expected to influence the member, or be influenced by the member, in the member’s dealing with the entity;

• (e) a company the member controls; or

• (f) a person prescribed by the Corporations Regulations 2001 (Cth ).

Company means Jatenergy 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.

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

Executive Share Plan or Plan means the Company’s executive share plan, the material terms of which are summarised in Schedule 1 of this Notice.

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

Incentive Shares means 675,000 Shares to be issued to Dr Hodgson under the Executive Share Plan as summarised in this Notice of Meeting.

Key Management Personnel has the same meaning as in the accounting standards and broadly includes those persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, including any director (whether executive or otherwise) of the Company.

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

Remuneration Report means the remuneration report set out in the Director’s report section of the Company’s annual financial report for the year ended 30 June 2011.

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.

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SCHEDULE 1 – MATERIAL TERMS OF EXECUTIVE SHARE PLAN

The Company has established the Jatenergy Executive Share Plan ( Plan ). The Shares issued pursuant to the Plan will have the same rights as the Shares currently on issue.

• (a) The Board of the Company will administer the Plan in accordance with the Plan Rules and the Board has a broad discretion to determine which executives are eligible to participate in the Plan.

• (b) Under the Plan, Participants are invited to acquire ordinary shares in the capital of the Company ( Shares ) at a price (if any) set out in their invitation letter. The Board has a discretion to set the price (including no price) at which Shares will be acquired by Participants and also any vesting criteria attached to the Shares.

• (c) The Board will determine the number of Shares that may be acquired by a Participant. Until a Participant’s Shares have vested and the purchase price been paid in full, that Participant will have no shareholder rights (such as voting or dividend right) in relation to the Shares.

• (d) Shares may vest over a period of time. That time period will be set out in a Participant’s invitation letter. A condition of vesting is that, at the time of vesting, the Participant is an employee of the Company. In addition, the Board may require that performance targets be met as a condition for vesting – these will be set out in a Participant’s invitation letter.

• (e) On vesting, subject to clause (f) below, the Board will procure that Shares are available to be issued or transferred to Participants. To facilitate this, the Company has established an employee share plan trust which may hold Shares on behalf of Participants. The trustee of the Plan is JAT Share Scheme Pty Ltd as Trustee for the Jatoil Executive Share Plan Trust.

• (f) If there are disposal restrictions that are to apply to a Participant’s holding of Shares, the Board may determine that the Share will be held in the trust until such restrictions are lifted. At this time, Shares will then be available to be released from the trust and transferred into the Participant’s name on the Participant’s request.

• (g) The Board may from time to time suspend operation of or cancel the Plan.

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SCHEDULE 2 – VALUATION OF JAT INCENTIVE SHARES

The Company obtained a valuation of the Incentive Shares to be issued to Dr Hodgson from Lawler Partners, Chartered Accountants. A summary of the valuation methodology is outlined below.

These rights will be over ordinary shares in the company that will vest subject to certain pre-determined criteria. The valuation is based on the rules set out in Division 83A of the Income Tax Assessment Act of 1997 and the Australian Tax Office Guide to market valuation.

The value of each Incentive Share has been calculated as follows;

Value of an Incentive Share = VWAP x 62.5%

Where;

VWAP is the weighted value of the average closing price of Jatenergy Limited fully paid ordinary shares over the ten trading days to the date of this notice of meeting. For the ten days ended 28 September 2011 the JAT VWAP was $0.105, resulting in each Incentive Share being attributed a value of $0.065.

Accordingly the 675,000 Incentives Shares have been attributed a value of $44,297

Our methodology

To determine the value of a right to acquire a share, we consider;

• (h) the value of the underlying share;

• (i) the cost (if any) to acquire the share on vesting of the right; and

• (j) the terms and conditions specific to the right.

In valuing a listed share a “point-in-time” valuation, such as the closing price on a particular day, is sometimes appropriate but a number of factors need to be taken into account before employing this method. These include;

• (a) liquidity;

• (b) volatility;

• (c) valuation changes resulting from company capital structural events or changes in retained earnings; and

• (d) the period to which the valuation is applied.

Having consideration for these factors in the case of Jatenergy Limited, we prefer a volume weighted average price (VWAP) in setting a base line for the valuation of the ESS interests granted. To achieve an appropriate VWAP on the date the ESS shares are issued, we will use the closing price over the ten previous trading days.

The cost to acquire the share, upon the vesting of the right, is nil so this does not need to be included in the valuation.

The rights issued to the Directors will vest, and the Directors will be able to receive the shares held in the ESS trust, upon the achievement of certain milestones. These milestones vary in difficulty and therefore likelihood to be achieved. Having full consideration for the factors associated with the milestones, we believe a discount of 25 to 50% on the value of the shares is appropriate due to the possibility the rights will not vest. In this type of valuation a band is most appropriate, but to determine a specific number for an estimate we see no reason the midpoint of the range cannot be used.

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SCHEDULE 3 – TERMS AND CONDITION OF OPTIONS

The Options entitle the holder to subscribe for Shares on the following terms and conditions.

• (a) Each option entitles the holder to subscribe for and be allotted one Share on exercise of the Option and payment of the exercise price.

• (b) Each Option is exercisable at $0.25 during the period between the date of issue of the Option and 5.00pm (Sydney time) on 1 March 2014.

• (c) The holder of the Option may at any time during the exercise period give an exercise notice to the Company requiring the Company to issue Shares on exercise of the Options, accompanied by payment of the exercise price for each Option exercised.

• (d) On exercise of Options, the Company must allot to the holder the number of Shares for which the Options are exercised within 10 Business Days of receipt of the exercise notice.

• (e) If Shares are quoted on ASX at the time the Options are exercised, the Company will apply to the ASX for quotation of the Shares issued on exercise of the Options within 10 Business Days of the allotment of those Shares.

• (f) A holder cannot participate in a new issue of securities in the Company without first exercising the Options. Holders who exercise their Options before the applicable record date for a new issue will be entitled to participate in the new issue.

• (g) If there is a bonus issue to the holders of Shares in the Company, the number of Shares over which each Option is exercisable will be increased by the number of Shares that the Holder would have received under the bonus issue if the Option had been exercised before the record date for the bonus issue.

• (h) Except as expressly set out in the terms, 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) In the event of any reorganisation including subdivision, consolidation, reduction, return or cancellation of the issued capital of the Company on or prior to the Expiry Date, the rights of the holder of the Options will be changed to the extent necessary to comply with the applicable ASX Listing Rules governing reorganisations in force at the time of the reorganisation.

• (j) Subject to compliance with the ASX Listing Rules, the Company will apply for official quotation of Options on ASX.

• (k) Shares allotted on exercise of Options will rank equally in all respects with all other issued Shares from the date of allotment and will be held subject to the Constitution of the Company.

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PROXY FORM

APPOINTMENT OF PROXY JATENERGY LIMITED ABN 31 122 826 242

2011 ANNUAL GENERAL MEETING

I/We

of

==> picture [406 x 51] intentionally omitted <==

being a member of Jatenergy Limited 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 Friday, 25 November 2011 at the offices of Grant Thornton, Level 17, 383 Kent Street, Sydney, NSW, 2000 and at any adjournment thereof.

Important Proxy Notice for Resolution 1: Where your proxy is the Chair of the Meeting, or any member of the Key Management Personnel of the Company whose remuneration details are included in the Remuneration Report, or a Closely Related Party of that member:

• (a) if you have not directed your proxy to vote on Resolution 1, your proxy will be prevented from casting your votes on Resolution 1; and

(b) in order for your votes to be counted on Resolution 1, you must direct your proxy how to vote on Resolution 1 .

Important Proxy Notice for Resolution 5: Where your proxy is any member of the Key Management Personnel of the Company, or a Closely Related Party of that member, your proxy will be prevented from casting your votes on Resolution 5 unless:

• (a) you direct your proxy how to vote; or

• (b) where you do not wish to direct your proxy how to vote, you appoint the Chair as your proxy and tick the box below.

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 5 to 6 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 Resolutions 5 to 6 and that votes cast by the Chair of the Annual General Meeting for Resolutions 5 to 6 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 Resolutions 5 to 6 and your votes will not be counted in calculating the required majority if a poll is called on Resolutions 5 to 6.

The Chair of the Annual General Meeting intends to vote undirected proxies in favour of Resolutions 6 to 8, and will not cast undirected proxies in favour of Resolution 1 – Remuneration Report.

OR

Voting on Business of the Annual General Meeting

FOR AGAINST ABSTAIN

Resolution 1 Adoption of Remuneration Report Resolution 2 Re-election of Director – Dr Phil Hodgson Resolution 3 Re-election of Director – Mr Alan Broome

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Resolution	4	Re-election of Director – Mr Li Xipeng
Resolution	5	Issue of Incentive Shares to Phil Hodgson
Resolution	6	Ratification of Prior Issue of Securities
Resolution	7	Issue of Shares to Spinifex
Resolution	8	Issue of Shares to Demycoal

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.

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

%

Signature of Member(s) Individual or Member 1	:	Date: Member 2 Director	____ Member 3
			Director/Company Secretary

Contact Name: _____ Contact Ph (daytime): _________

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JATENERGY 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.

( 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.

Unless authorised by ASIC, if a member of Key Management Personnel or their Closely Related Parties is appointed as a proxy, they are not permitted to vote undirected proxies on remuneration matters (arising directly or indirectly in connection with remuneration of Key Management Personnel), related party benefit matters under Chapter 2E of the Corporations Act and any spill resolutions. However, the chair may vote a proxy that does not specify how it is to be voted, provided the member who has lodged the proxy has provided their consent in the proxy form for the chair to exercise the proxy in its discretion (save in relation to the remuneration report where a direction is required).

3.

( New sections 250BB and 250BC of the Corporations Act ): These sections 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 Annual 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.

Proxy vote if appointment specifies way to vote

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

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• 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).

Transfer of non-chair proxy to chair in certain circumstances

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.

4.

( 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 Jatenergy Limited, Level 6, Suite 8, 55 Miller Street, Pyrmont, NSW, 2011;

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

• (c) email to the Company at j.perry@jatenergy.net,

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so that it is received not later than 10.00am (EST) on Wednesday, 23 November 2011.

Proxy forms received later than this time will be invalid.

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