Mongolian Mining Corporation — Proxy Solicitation & Information Statement 2016

Apr 25, 2016

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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, 31 MAY 2016

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 Kennedy Room, Level 7, Conrad Hong Kong, Pacific Place, 88 Queensway, Hong Kong on Tuesday, 31 May 2016 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 given, as my/our proxy thinks fit [(Note][4)] :

		ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS	FOR(Note 4)	FOR(Note 4)	AGAINST(Note 4)	AGAINST(Note 4)
	1.	To consider and adopt	the	audited consolidated financial statements of the
		Company and its subsidiaries and the reports of the directors and of the
		independent auditor for the year ended 31 December 2015.
	2.	To re-elect Dr. Battsengel Gotov as executive director.
	3.	To re-elect Mr. Od Jambaljamts as non-executive director.
	4.	To re-elect Mr. Unenbat	Jigjid as independent non-executive director.
	5.	To re-elect Dr. Khashchuluun		Chuluundorj as independent non-executive director.
	6.	To authorise the board of directors to fix the remuneration of the directors for the
		year ending 31 December 2016.
	7.	To re-appoint KPMG as	auditor and to authorise		the board of directors to fix the
		auditor’s remuneration.
	8.	To grant a general mandate to		the directors to allot, issue and deal with additional
		shares of the Company not exceeding 20% of the			total number of issued shares of
		the Company as at the date of passing of this resolution.
	9.	To grant a general mandate to the directors to			repurchase the Company’s own
		shares not exceeding 10% of the total number of issued shares of the Company as
		at the date of passing of	this	resolution.
	10.	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 , 2016

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. 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.

6. 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.

7. 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.

8. 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.