Mongolian Mining Corporation — Governance Information 2012

Mar 30, 2012

MONGOLIAN MINING CORPORATION

(Incorporated in the Cayman Islands with limited liability)

(the “Company”)

PROCEDURES FOR SHAREHOLDERS TO PROPOSE A PERSON FOR ELECTION AS A DIRECTOR OF THE COMPANY

(Updated on March 30, 2012)

1. Provisions in the Company’s Articles of Association

• 1.1 The provisions for a shareholder to propose a person for election as a director of the Company are laid down in Article 85 of the Company’s Articles of Association.

• 1.2 Extract of Article 85 is set out below:

No person other than a Director retiring at the meeting shall, unless recommended by the Directors for election, be eligible for election as a Director at any general meeting unless a Notice signed by a Member (other than the person to be proposed) duly qualified to attend and vote at the meeting for which such notice is given of his intention to propose such person for election and also a Notice signed by the person to be proposed of his willingness to be elected shall have been lodged at the head office or at the Registration Office provided that the minimum length of the period, during which such Notice(s) are given, shall be at least seven (7) days and that (if the Notices are submitted after the despatch of the notice of the general meeting appointed for such election) the period for lodgment of such Notice(s) shall commence on the day after the despatch of the notice of the general meeting appointed for such election and end no later than seven (7) days prior to the date of such general meeting.

2. Requirements Under the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited (the “Listing Rules”)

• 2.1 Pursuant to Rules 13.70 and 13.74 of the Listing Rules, the Company shall:

  • publish an announcement or issue a supplementary circular upon receipt of a notice from a shareholder to propose a person for election as a director at the general meeting where such notice is received by the Company after publication of the notice of general meeting;

  • include in the announcement or supplementary circular the particulars required under Rule 13.51(2) of such person proposed to be elected as a director;

  • publish such announcement or supplementary circular not less than 10 business days before the date of the relevant general meeting; and

  • assess whether or not it is necessary to adjourn the meeting of the election to give shareholders at least 10 business days to consider the relevant information disclosed in the announcement or supplementary circular.

3. Procedures for Shareholders to Propose a Person for Election as a Director

• 3.1 If a shareholder wishes to propose a person (the “Candidate”) for election as a director of the Company at a general meeting, he/she shall deposit a written notice (the “Notice”) at the Company’s head office at 15th Floor, Central Tower, 2 Sukhbaatar Square, 8th Khoroo, Sukhbaatar District, Ulaanbaatar 210620a, Mongolia or Registration Office at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong.

• 3.2 The Notice (i) must include the personal information of the Candidate as required by Rule 13.51(2) of the Listing Rules; and (ii) must be signed by the shareholder concerned and signed by the Candidate indicating his/her willingness to be elected and consent of publication of his/her personal information.

• 3.3 The period for lodgment of the Notices (if the Notices are submitted after the despatch of the notice of the general meeting appointed for such election) shall commence on the day after the despatch of the notice of general meeting appointed for such election and end no later than 7 days prior to the date of such general meeting.

• 3.4 In order to allow the Company’s shareholders to have sufficient time to consider the proposal of election of the Candidate as a director of the Company, shareholders who wish to make the proposal are urged to submit and lodge the Notice as early as practicable.

Note: If there is any inconsistency between the English and Chinese versions of this document, the English version shall prevail.