Minmetals Land Limited — Proxy Solicitation & Information Statement 2007

Sep 28, 2007

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MASCOTTE HOLDINGS LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 0136)

FORM OF PROXY FOR THE SPECIAL GENERAL MEETING TO BE HELD ON TUESDAY, 16 OCTOBER 2007

I/We[1]

of

,

being the registered holder(s) of[2] shares of HK$0.10 each (“Shares”) in the capital of Mascotte Holdings Limited (the “Company”), HEREBY APPOINT[3] the Chairman of the special general

meeting, or

of

as my/our proxy to attend, act and vote for me/us and on my/our behalf at the special general meeting of the Company to be held at 30/F., China United Centre, 28 Marble Road, North Point, Hong Kong on Tuesday, 16 October 2007 at 9:00 a.m. and at any adjournment thereof on the resolutions referred to in the notice of the special general meeting (with or without modifications) as indicated below:

			ORDINARY RESOLUTIONS		FOR4	AGAINST4	AGAINST4	AGAINST4
(1)	To approve,		with or without modifications, the Share Disposal
	Agreement and the transactions contemplated thereunder as set out
	in the Notice of the Special General Meeting.
(2)	To approve,		with or without modifications, the Property Disposal
	Agreement and the transactions contemplated thereunder as set out
	in the Notice of the Special General Meeting.
(3)	To re-elect Mr. Peter Temple Whitelam as an executive director of
	the Company and to authorize the board of directors of the Company
	to fix his remuneration.

Signature(s)[6]

Date

Notes:

1. Full name(s) and address(es) must be inserted in BLOCK CAPITALS .

2. Please insert the number of shares registered in your name(s) to which the proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all the shares of the Company registered in your name(s).

3. If any proxy other than the chairman is preferred, please strike out “the Chairman of the special general meeting or” and insert the name and address of the proxy desired in the space provided. A member may appoint one or more proxies to attend and vote in his stead. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON(S) WHO SIGN(S) IT.

4. IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTION, TICK THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST THE RESOLUTION, TICK THE BOX MARKED “AGAINST”. Failure to tick a box will entitle your proxy to cast your vote or abstain at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the said meeting other than that referred to in the notice convening the meeting.

5. Any member of the Company entitled to attend and vote at the meeting is entitled to appoint another person as his proxy to attend and vote instead of him. On a poll votes may be given either personally or by proxy. A proxy need not be a member of the Company. A member may appoint more than one proxy to attend on the same occasion.

6. To be valid, the instrument appointing a proxy must be in writing under the hand of the appointor or of his attorney duly authorised in writing, or if the appointor is a corporation, either under seal or under the hand of an officer or attorney duly authorised.

7. The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed, or a notarially certified copy of that power or authority must be deposited at the office of Company’s branch share registrar in Hong Kong, Tricor Secretaries Limited , at 26/F, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time for holding the meeting, and in default the instrument of proxy shall not be treated as valid.

8. Where there are joint registered holders of any share, any one of such persons may vote at any meeting, either personally or by proxy, in respect of such share as if he were solely entitled thereto but if more than one of such joint holders be present at any meeting personally or by proxy, that one of the said persons so present whose name stands first on the register in respect of such share shall alone be entitled to vote in respect thereof.