JATCORP LIMITED — Proxy Solicitation & Information Statement 2009

May 21, 2009

JATOIL LIMITED

ABN 31 122 826 242

NOTICE OF GENERAL MEETING

TIME : 10.00am (EST) DATE : Tuesday, 23 June 2009 PLACE : 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 3100

CONTENTS
Notice of General Meeting (setting out the proposed resolutions)	3
Explanatory Statement (explaining the proposed resolutions)	5
Glossary	13
Schedule 1 – Terms and Conditions of Director Options	14
Proxy Form	16
TIME AND PLACE OF MEETING AND HOW TO VOTE

VENUE

The General Meeting of the Shareholders of Jatoil Limited to which this Notice of Meeting relates will be held at 10.00am (EST) on Tuesday, 23 June 2009, at Grant Thornton, Level 17, 383 Kent Street, Sydney, New South Wales.

YOUR VOTE IS IMPORTANT

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

VOTING IN PERSON

To vote in person, attend the 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, 21 June 2009.

Proxy forms received later than this time will be invalid.

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NOTICE OF GENERAL MEETING

Notice is given that a 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, 23 June 2009.

The Explanatory Statement to this Notice of Meeting provides additional information on matters to be considered at the 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 General Meeting are those who are registered Shareholders of the Company at 10.00am (EST) on Sunday, 21 June 2009.

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

AGENDA

Ordinary Business

1. RESOLUTION 1 – SELECTIVE BUY-BACK

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

“That, in accordance with Section 257D of the Corporations Act and for all other purposes, approval is given for the Company to make a selective buy-back of 20,000,000 Shares from Keven Parker, Colin Anderson and Devina Hakim ( Vendors ) on the terms and conditions set out in the Explanatory Statement.”

Short Explanation : Under the Corporations Act, a company may make a selective buyback by a special resolution passed at a general meeting. The Company has entered into an agreement with the Vendors for the buy-back and cancellation of 20,000,000 Shares held by the Vendors. Please refer to the Explanatory Statement for details.

Voting Exclusion : The Company will disregard any votes cast on this resolution by each of the Vendors 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.

2. RESOLUTION 2 – ISSUE OF DIRECTOR OPTIONS

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

“That, for the purposes of Section 208 of the Corporations Act, ASX Listing Rule 10.14 and for all other purposes, approval is given for the Directors to allot and issue 500,000 Director Options to Dr Philip Hodgson (or his nominee) on the terms and conditions set out in the Explanatory Statement.”

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Voting Exclusion : The Company will disregard any votes cast on this Resolution by all directors of the Company 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.

DATED: 12 MAY 2009

BY ORDER OF THE BOARD

EMMANUEL CORREIA COMPANY SECRETARY

Voting Exclusion Note:

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

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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 General Meeting to be held at the offices of Grant Thornton, Level 17, 383 Kent Street, Sydney at 10.00am (EST) on Tuesday, 23 June 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. RESOLUTION 1 – SELECTIVE BUY-BACK

1.1 Background

In December 2007, the Company entered into a share sale agreement ( Share Sale Agreement ) and a shareholders agreement ( Shareholders Agreement ) with PT Biodiesel Austindo ( BDAI ) and the then current holders of 100% of the shares in the capital of BDAI, Keven Parker, Colin Anderson and Devina Hakim ( Vendors ).

Pursuant to the Share Sale Agreement, the Company agreed to acquire, and the Vendors agreed to sell, 50% of their shares in the capital of BDAI ( BDAI Shares ) in consideration for the issue to the Vendors of 20,000,000 fully paid ordinary shares in the capital of Jatoil ( Jatoil Shares ) ( Transaction ). The Jatoil Shares were issued and allotted as follows:

• (a) Keven Parker received 9,000,000 Jatoil Shares, holding a 6.7% interest in the Company;

• (b) Colin Anderson received 9,000,000 Jatoil Shares, holding a 6.7% interest in the Company; and

• (c) Devina Hakim received 2,000,000 Jatoil Shares, holding a 1.49% interest in the Company.

The parties have since been in dispute regarding various operational and strategic aspects of BDAI and also certain aspects of the Share Sale Agreement and Shareholders Agreement ( Dispute ). The parties have now negotiated a settlement that envisages unwinding the Transaction executed under the Share Sale Agreement and terminating the Shareholders Agreement.

In order to unwind the Transaction and effect the reversal, the parties have negotiated a Deed of Settlement ( Settlement ). Under the proposed Settlement, it is intended that Jatoil will transfer back to the Vendors the BDAI Shares in the same proportions that those shares were acquired from the Vendors under the Share Sale Agreement and the Jatoil Shares will be bought back and then cancelled under a selective buy-back by the Company in accordance with Section 257D of the Corporations Act.

Under the Corporations Act, shareholder approval must be obtained by a company wishing to undertake a selective share-buy back. Therefore, the Company requires Shareholder approval in order to give effect to the terms of the Settlement and the buy-back of the Jatoil Shares issued to the Vendors.

As an aside, the Jatoil Shares are currently subject to an escrow period of 24 months. Under Chapter 9 of the ASX Listing Rules, ASX generally insists that

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escrowed securities are not to be dealt with during the escrow period. However in response to an application by the Company, ASX has granted the Company a waiver from the prohibition in ASX Listing Rule 9.7, to the extent necessary to permit the Company to amend the restriction agreements between each of the Vendors, and enable the Company to deal with the Jatoil Shares during the escrow period by way of a selective buy-back.

The grant of the waiver is however conditional upon Shareholders approving the selective buy-back accordance with Section 257D, the subject of this Resolution.

1.2 Corporations Act

The Corporations Act provides that the rules relating to share buy-backs are designed to protect the interests of shareholders and creditors by:

• (a) addressing the risk of the transaction leading to the company’s solvency;

• (b) seeking to ensure fairness between the shareholders of the company; and

• (c) requiring the company to disclose all material information.

In particular, Section 257A of the Corporations Act requires that a company may buy back its own shares if:

• (a) the buy-back does not materially prejudice the company’s ability to pay its creditors; and

• (b) the company follows the procedures laid down in Division 2 of Part 2J.1 of the Corporations Act.

Pursuant to Section 257D(1) of the Corporations Act, a share buy-back must be approved by either:

• (a) a special resolution passed at a general meeting of the Company, with no votes being cast in favour of the resolution by any person whose shares are to be bought back or by their associates; or

• (b) a resolution agreed to, at a general meeting by all ordinary shareholders.

The phrase “no votes being cast” is intended to operate in a similar way to the way in which voting exclusion statements operate in the context of the ASX Listing Rules.

Pursuant to Section 257D(2) of the Corporations Act, the Company must include with the Notice a statement setting out all information known to the Company that is material to the decision on how to vote on the resolution. However, the Company does not have to disclose information if it would be unreasonable to require the Company to do so because the Company had previously disclosed the information to shareholders.

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1.3 Summary of and effect of proposed selective buy-back

As outlined in this Explanatory Statement, the Company and Vendors intend to unwind the Transaction under the Share Sale Agreement and terminate the Shareholders Agreement. The company must obtain Shareholder approval for the selective buy-back contemplated by Resolution 1 as a condition precedent to Settlement.

The consideration for the selective buy-back is the transfer of the BDAI Shares to the Vendors in the same proportion as those shares were acquired from the Vendors under the Share Sale Agreement.

The overall effect on the Company of the selective buy-back of the Jatoil Shares held by the Vendors is as follows:

Shares on issue as at the date of this Notice Less Jatoil Shares subject to selective buy-back and cancellation Shares on issue upon completion of selective buy-back and cancellation	134,299,250 (20,000,000)
	114,299,250

The Jatoil Shares the subject of the selective buy-back represents 14.89% of the issued Shares of the Company as at the date of this Notice. The selective buyback will have no effect on the control of the Company.

The selective buy-back will not have a material financial effect on the Company as no cash consideration will be payable directly to the Vendors as a result of the buy-back of the Jatoil Shares.

As disclosed in the Company’s Appendix 4D for the 6 months ended 31 December 2008, the Company has, as an asset on its balance sheet, a carrying value of $600,000 in relation to its investment in BDAI. The proposed reversal of the Transaction, will have a nil effect on the net assets of the Company as the decrease in the carrying value of the investment in BDAI ($600,000) will be offset by a corresponding decrease in the Company’s issued capital.

1.4 Advantages and disadvantages of the selective buy-back

The Board believes that the selective buy-back as proposed by Resolution 1 will provide the following advantages to Shareholders:

• (a) the Dispute between the Company and the Vendors will be resolved, without significant detriment to the Company;

• (b) the Company’s current cash reserves will be maintained as there will be no requirement for the Company to fund the ongoing obligations of BDAI;;

• (c) over the last 12 months, the Company and its executives have expended a significant amount of time in seeking a resolution with BDAI and the Vendors. The termination of the Share Sale Agreement will increase the time available to the Company’s executives to pursue activities aimed at increasing shareholder value;

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• (d) there will be a lesser number of Shares on issue, consequently the ownership interest in the Company of each Shareholder will increase; and

• (e) given the termination of the Share Sale Agreement and the Shareholders Agreement between the Company and the Vendors it will remove the Vendors as significant Shareholders.

The Board believes the disadvantages to Shareholders of the selective buy-back include:

• (a) the Company will forgo its equity interest in BDAI; and

• (b) the Company has expended financial and human resources in pursuing and developing the business the subject of the transaction with BDAI and the Vendors. All of the financial resources expended will effectively be lost through unwinding the Transaction.

1.5 Trading price of Shares

The latest trading price of Shares on ASX prior to the date of this Notice was $0.042 on 12 May 2009.

1.6

Directors Recommendation

The Directors believe that the selective buy-back as proposed by Resolution 1 will not prejudice the Company’s ability to pay its creditors because the Company is not providing any cash consideration for the selective buy-back and the Share Sale Agreement and the Shareholders Agreement giving rise to the issue of the Jatoil Shares will be terminated.

The Directors strongly recommend that Shareholders vote in favour of the Resolution. The Directors confirm that they intend to vote in favour of Resolution 1. No Director has an interest in the selective buy-back of Shares other than as holders of securities in the Company.

1.7 Other Material Information

There is no information material to the making of a decision by a Shareholder whether or not to approve Resolution 1 being information that is known to any of the Directors and which has not been previously disclosed to Shareholders, other than as disclosed in this Explanatory Statement.

Pursuant to Section 257H(3) of the Corporations Act, immediately after the registration of the transfer to the Company of the Shares bought back from the Vendors, the Jatoil Shares will be cancelled.

2. RESOLUTION 2 – ISSUE OF DIRECTOR OPTIONS

2.1 General

On 15 September 2008, the Company announced the appointment of Dr Philip Hodgson as a director of the Company. On 2 February 2009, the Company appointed Dr Hodgson as its Chief Executive Officer.

The Company has adopted an incentive option scheme ( Scheme ). The Company has agreed, subject to obtaining Shareholder approval, to grant Dr

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Hodgson 500,000 Director Options pursuant to the Scheme 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 Director 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 Director Options to Dr Hodgson.

2.2 Shareholder Approval (Chapter 2E of the Corporations Act and Listing Rule 10.14)

Pursuant to and in accordance with the requirements of Sections 217 to 227 of the Corporations Act and ASX Listing Rule 10.15, the following information is provided in relation to the proposed issue of Director Options to Dr Hodgson:

• (a) the related party is Dr Philip Hodgson, by virtue of being a Director;

• (b) the nature of the financial benefit being provided to Dr Hodgson is the grant of 500,000 Director Options;

• (c) the Director 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 Director Options will be granted for nil cash consideration and accordingly, no funds will be raised;

• (e) the terms and conditions of the Director Options are set out in Schedule 1;

• (f) Director Options have been issued under the Scheme since its last approval to the following Directors of the Company:

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Director	Number of Options	Issue Price	Exercise Price
Dr Michael Taverner	1,500,000	Nil	$0.20
Mr Ross Kestel	500,000	Nil	$0.20
Mr Tom Hancock	500,000	Nil	$0.20

• (g) 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 Scheme. 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 Scheme;

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

• (i) the value of the financial benefit provided to Dr Hodgson is $8,850, using the Black & Scholes valuation method and based upon the following assumptions:

• (i) a valuation date of 12 May 2009;

• (ii) an exercise price of $0.069 per option, which is equal to the Volume Weighted Average Share Price of the Company for the 30 days prior to the appointment of Dr Hodgson as a directors of the Company;

• (iii) a current market price of $0.018 cents per Option;

• (iv) underlying Share price of 0.042 cents per Option (based on the last trading price immediately preceding the date of this Notice);

• (v) a risk free interest rate of 4.4% per annum; and

• (vi) a volatility of 80%.

• (j) Dr Hodgson currently holds no Shares or Options in the Company;

• (k) As of the date of this Notice, Dr Hodgson’s remuneration is $216,000 per annum;

• (l) if the Director Options granted to Dr Hodgson are exercised, a total of 500,000 Shares would be allotted and issued. This will increase the number of Shares on issue from 134,299,250 to 134,799,250 (assuming that no other Options or Director Options are exercised and no other Shares issued or bought back pursuant to Resolution 1) with the effect that the shareholding of existing Shareholders would be diluted by 0.4%.

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

• (m) 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	11.5 cents	8 July 2008
Lowest	2 cents	6 March 2009 and 18 March to 24 March 2009
Last	4.2 cents	12 May 2009

• (n) the primary purpose of the grant of Director Options to Dr Hodgson is to provide a market linked incentive package in his capacity as a director of the Company and for the future performance by him in this role. The Board (other than Dr Hodgson) considered the extensive experience and reputation of Dr Hodgson within the energy and resources industry, the current market price of Shares and current market practices when determining the number and exercise price of the Director Options to be issued to Dr Hodgson. In addition, the Board considers the grant of the Director Options to Dr Hodgson to be reasonable, given the necessity to attract the highest calibre of professionals to the Company whilst maintaining the Company’s cash reserves. The Board does not consider that there are any significant opportunity costs to the Company or benefits foregone by the Company in issuing the Director Options upon the terms proposed;

• (o) the Board acknowledges the issue of Director Options to Dr Hodgson is contrary to Recommendation 8.2 of the ASX Corporate Governance Principles and Recommendations. However, the Board considers the issue of Director Options to Dr Hodgson reasonable in the circumstances, given the necessity to attract the highest calibre of professionals to the Company, whilst maintaining the Company’s cash reserves; and

• (p) Dr Philip Hodgson declines to make a recommendation to Shareholders in relation to Resolution 2 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 2, recommend that Shareholders vote in favour of Resolution 2. 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 pursuant to ASX Listing Rule 7.1 is not required in order to issue the Director Options to the Related Parties as approval is being obtained under ASX Listing Rule 10.14. Accordingly, the issue of Director Options to the Related Parties will not be included in the 15% calculation of the Company’s annual placement capacity pursuant to ASX Listing Rule 7.1.

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3. ENQUIRIES

Shareholders are required to contact the Company Secretary on +61 2 8823 3100 if they have any queries in respect of the matters set out in these documents.

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GLOSSARY

$ means Australian dollars.

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.

Director Option means an Option granted pursuant to Resolution 2 with the terms and conditions set out in Schedule 1.

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

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

Notice of Meeting or Notice of General Meeting means this notice of General Meeting including the Explanatory Statement.

Option means an option to acquire a Share.

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 – TERMS AND CONDITIONS OF DIRECTOR OPTIONS

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

• (a) Each Director Option gives the Optionholder the right to subscribe for one Share. To obtain the right given by each Director Option, the Optionholder must exercise the Director Options in accordance with the terms and conditions of the Director Options.

• (b) The Director Options will expire at 5:00 pm (EST) on 1 July 2012 ( Expiry Date ). Any Director Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

• (c) The amount payable upon exercise of each Director Option will be $0.069 ( Exercise Price ).

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

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

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

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

( Exercise Notice ).

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

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

• (h)

• The Director Options are not transferable.

• (i) All Shares allotted upon the exercise of Director Options will upon allotment rank pari passu in all respects with other Shares.

• (j) The Company will not apply for quotation of the Director Options on ASX. However, The Company will apply for quotation of all Shares allotted pursuant to the exercise of Director Options on ASX within 10 Business Days after the date of allotment of those Shares.

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

• (l) There are no participating rights or entitlements inherent in the Director Options and Optionholders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Director Options. However,

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the Company will ensure that for the purposes of determining entitlements to any such issue, the record date will be at least 6 Business Days after the issue is announced. This will give Optionholders the opportunity to exercise their Director Options prior to the date for determining entitlements to participate in any such issue.

• (m) In the event the Company proceeds with a pro rata issue (except a bonus issue) of securities to Shareholders after the date of issue of the Director Options, the exercise price of the Director Options may be reduced in accordance with the formula set out in ASX Listing Rule 6.22.2.

• (n) In the event the Company proceeds with a bonus issue of securities to Shareholders after the date of issues of the Director Options, the number of securities over which a Director Option is exerciseable may be increased by the number of securities which the Optionholder would have received if the Director Option had been exercised before the record date for the bonus issue.

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PROXY FORM

APPOINTMENT OF PROXY JATOIL LIMITED ABN 31 122 826 242

I/We

of

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

Appoint

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

or failing the person so named or, if no person is named, the Chair of the General Meeting, or the Chair’s nominee, to vote in accordance with the following directions, or, if no directions have been given, as the proxy sees fit, at the General Meeting to be held at 10.00am (EST), on Tuesday, 23 June 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 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 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 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 General Meeting

FOR AGAINST ABSTAIN

Resolution	1	Selective Buy-Back
Resolution	2	Issue of Director Options

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.

poll.	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 a 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 General Meeting in person if they wish. Where a member completes and lodges a valid proxy form and attends the 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 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, 21 June 2009.

Proxy forms received later than this time will be invalid.

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