Mongolian Mining Corporation — Proxy Solicitation & Information Statement 2018

Apr 26, 2018

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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 FRIDAY, 29 JUNE 2018

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 Caine Room, Level 7, Conrad Hong Kong, Pacific Place, 88 Queensway, Hong Kong on Friday, 29 June 2018 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
	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 2017.
	2. To re-elect Ms. Enkhtuv		shin Gombo as non-executive director.
	3. To re-elect Mr. Enkhtuv		shin Dashtseren as non-executive director.
	4. To re-elect Dr. Khashch		uluun Chuluundorj as independent non-executive director.
	5. To re-elect Mr. Unenbat		Jigjid as independent non-executive director.
	6. To authorise the board o 31 December 2018.		f directors to fix the remuneration of the directors for the year ending
	7. To re-appoint KPMG a remuneration.		s auditor and to authorise the board of directors to fix the auditor’s
	8. To grant a general mand Company not exceeding of passing of this resolu		ate to the directors to allot, issue and deal with additional shares of the 20% of the total number of issued shares of the Company as at the date tion.
	9. To grant a general ma exceeding 10% of the to of this resolution.		ndate to the directors to repurchase the Company’s own shares not tal number of issued shares of the Company as at the date of passing
	10.	To extend the general m shares by the number of	andate granted to the directors to allot, issue and deal with additional shares repurchased by the Company.
	Dated this Notes: 1. Fu 2. Ple to	day of ll name(s) and address(es) t ase insert the number of sha relate to all the shares of th	, 2018 Signed_(Note 5)_ o be inserted in BLOCK CAPITALS. The names of all joint holders should be sta res of the Company registered in your name(s) to which this form of proxy relates. If e Company registered in your name(s).

1. 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.

2. 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.

3. 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.

4. 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.

5. 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.

6. 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 the Meeting (i.e. not later than 10:00 a.m. on Wednesday, 27 June 2018).

7. A proxy need not be a member of the Company but must attend the Meeting in person to represent you.

8. 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.

9. References to time and dates in this form of proxy are to Hong Kong time and dates.

PERSONAL INFORMATION COLLECTION STATEMENT

Your supply of your and your proxy’s (or proxies’) name(s) and address(es) is on a voluntary basis for the purpose of processing your request for the appointment of a proxy (or proxies) and your voting instructions for the Meeting of the Company (the “Purposes”). We may transfer your and your proxy’s (or proxies’) name(s) and address(es) to our agent, contractor, or third party service provider who provides administrative, computer and other services to us for use in connection with the Purposes and to such parties who are authorised by law to request the information or are otherwise relevant for the Purposes and need to receive the information. Your and your proxy’s (or proxies’) name(s) and address(es) will be retained for such period as may be necessary to fulfil the Purposes. Request for access to and/or correction of the relevant personal data can be made in accordance with the provisions of the Personal Data (Privacy) Ordinance and any such request should be in writing by mail to the Personal Data Privacy Officer of Computershare Hong Kong Investor Services Limited at the above address.