Mongolian Mining Corporation — AGM Information 2011

Apr 28, 2011

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MONGOLIAN MINING CORPORATION

(Incorporated in the Cayman Islands with limited liability) (Stock Code: 975)

FORM OF PROXY FOR USE AT THE ANNUAL GENERAL MEETING TO BE HELD ON TUESDAY, 21 JUNE 2011

I/We [(Note][1)] , of , being the registered holder(s) of shares [(Note][2)] of US$0.01 each in the share capital of Mongolian Mining Corporation (the “Company”) HEREBY APPOINT [(Note][3)] of

or failing him, THE CHAIRMAN OF THE MEETING as my/our proxy to attend and vote for me/us and on my/our behalf at the Annual General Meeting (the “Meeting”) of the Company to be held at JW Marriott Ballroom, Level 3, JW Marriott Hotel Hong Kong, Pacific Place, 88 Queensway, Hong Kong on Tuesday, 21 June 2011 at 10:00 a.m. (and at any adjournment thereof) in respect of the resolutions as set out in the notice convening the said meeting as indicated below, or, if no such indication is [4)] given, as my/our proxy thinks fit [(Note] :

			ORDINARY RESOLUTIONS		FOR(Note 4)	AGAINST(Note 4)
1.	To consider and		adopt the audited consolidated financial statements, the
	Company’s audited financial statements and the reports of the directors
	and of the auditor for the year ended			31 December 2010.
2.	(a) To re-elect Mr. Odjargal Jambaljamts as executive director;
	(b) To re-elect Dr. Battsengel Gotov as executive director;
	(c) To re-elect Ms. Badamtsetseg Dash-Ulzii as executive director;
	(d) To re-elect Mr. Batsaikhan Purev as non-executive director;
	(e) To	re-elect Mr. Enkh-Amgalan Luvsantseren as non-executive
	director;
	(f) To re-elect Mr. Gantumur Lingov as non-executive director;
	(g) To	authorise the board of directors to fix the remuneration of
	directors for the year ending 31 December 2011.
3.	To re-appoint KPMG as auditor and to authorise the board of directors to
	fix auditor’s remuneration.
4.	To grant a general mandate to the directors to allot, issue and deal with
	additional	shares of the Company not exceeding 20% of the issued share
	capital of	the Company.
5.	To grant a general mandate to the directors to repurchase the Company’s
	own shares not exceeding 10% of the issued share capital of the Company.
6.	To extend	the general mandate granted to the directors to allot, issue and
	deal with	additional shares by the number of shares repurchased by the
	Company.
Dated	this	day of		, 2011 Signed_(Note 5)_
Notes:
1.	Full name(s) and address(es) to be inserted in BLOCK CAPITALS. The names of all joint holders should be stated.
2.	Please insert the	number of shares of the Company registered in your name(s) to which this form of 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.	Please insert the	name and address of the proxy desired in the space provided. A member who is the holder of two or more shares may appoint more than one proxy to attend
	and vote on his behalf at the Meeting provided that if more than one proxy is so appointed, the appointment shall specify the number of shares in respect of which each
	such proxy is so	appointed. IF NO NAME IS INSERTED, THE CHAIRMAN OF THE MEETING WILL ACT AS YOUR PROXY. ANY ALTERATION MADE TO
	THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.
4.	IMPORTANT: IF YOU WISH TO VOTE FOR ANY OF THE RESOLUTIONS, PLEASE TICK (“?”) THE APPROPRIATE BOX MARKED “FOR”. IF YOU WISH
	TO VOTE AGAINST ANY OF THE RESOLUTIONS, PLEASE TICK (“?”) THE APPROPRIATE BOX MARKED “AGAINST”.					Failure to tick a box will entitle
	your proxy to cast your votes at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the Meeting other than those referred
	to in the notice convening the Meeting.
5.	Every member present in person (or in the case of a member being a corporation, by its duly authorised representative) or by proxy shall have one vote for every fully paid
	share of which he is the holder.
6.	This form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, must be executed					either under its common seal or
	under the hand of an officer or attorney duly authorised.

1. In the case of joint holders, the vote(s) of the senior who tenders a vote whether in person or by proxy will be accepted to the exclusion of the vote(s) of the other joint holder(s) and for this purpose seniority will be determined by the order in which the names stand in the Register of Members.

2. To be valid, this form of proxy together with the power of attorney, or other authority, if any, under which it is signed, or a notarially certified copy thereof, must be deposited at the Company’s Hong Kong branch share registrar, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the Meeting or adjournment thereof. 9. A proxy need not be a member of the Company but must attend the Meeting in person to represent you. 10. Completion and delivery of this form of proxy will not preclude you from attending and voting at the Meeting if you so wish and, in such event, this form of proxy shall be deemed to be revoked.