Proxy ANNUAL GENERAL MEETING
MEETING OF SHAREHOLDERS OF
CENTRAL MINERA CORP.
TO BE HELD AT
1810-1111 West Georgia Street, Vancouver, British Columbia
ON Friday, December 23, 2005, AT 11:00 a.m.
I/We being holder(s) of the Company hereby appoint:
Michael Cytrynbaum, a Director of the Company, or failing this person,Barbara West, an Officer of the Company, or in the place of the foregoing,
(print the name),
as my/our proxyholder with full power of substitution to attend, act and vote for and on my/our behalf in respect of all matters that may properly come before the aforesaid meeting of the holders of the Company (the “Meeting”) and at every adjournment thereof, to the same extent and with the same powers as if I/we were present at the said Meeting and at any adjournment thereof.
I/We hereby direct the proxyholder to vote the securities of the Company recorded in my/our name as specified herein.
I/We hereby revoke any proxy previously given to attend and vote at said Meeting.
SECURITYHOLDER SIGN HERE:
DATE SIGNED:
THIS FORM MUST BE SIGNED AND DATED ABOVE.
SEE IMPORTANT VOTING INSTRUCTIONS ON REVERSE.
Resolutions
(For full details of each resolution, please see the enclosed Information Circular)
| For | Against | Withhold | ||||
| 1. Appointment of Pannel Kerr Forster | ||||||
| as auditors of the Company | N/A | |||||
| 2. To authorize the Directors to fix the | ||||||
| Auditors’ remuneration | N/A | |||||
| 3. To elect as Director, Michael | ||||||
| Cytrynbaum | N/A | |||||
4. To elect as Director, Murray Kosick | N/A | |||||
5. To elect as Director, Reinhard Sigriest | N/A | |||||
6. To grant the proxyholder authority to vote at his/her discretion on any other business or amendment or variation to the previous resolutions | N/A | |||||
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| INSTRUCTIONS FOR COMPLETION OF PROXY |
| 1. This Proxy is solicited by the Management of the Company. |
| 2. | This form of proxy (“Instrument of Proxy”)must be signedby you, the holder, or by your attorney duly authorized by you in writing, or, in the case of a corporation, by a duly authorized officer or representative of the corporation; andif executed by an attorney, officer, or other duly appointed representative,the original or a notarial copy of the instrument so empowering such person, or such other documentation in support as shall be acceptable to the Chairman of the Meeting, must accompany the Instrument of Proxy. |
| 3. | If this Instrument of Proxy is not dated in the space provided, authority is hereby given by you, the holder, for the proxyholder to date this proxy seven (7) calendar days after the date on which it was mailed to you, the holder, by Pacific Corporate Trust Company. |
| 4. | A holder who wishes toattend the Meeting and vote on the resolutions in personmay simply register with the scrutineers before the Meeting begins. |
| 5. | A holder who isnot able to attend the Meeting in person but wishes to vote on the resolutions, may do the following: |
(a)appoint one of the management proxyholdersnamed on the Instrument of Proxy, by leaving the wording appointing a nominee as is (i.e. do not strike out the management proxyholders shown and do not complete the blank space provided for the appointment of an alternate proxyholder). Where no choice is specified by a holder with respect to a resolution set out in the Instrument of Proxy, a management appointee acting as a proxyholder will vote the resolution as if the holder had specified an affirmative vote;OR
(b)appoint another proxyholder,who need not be a holder of the Company, to vote according to the holder’s instructions, by striking out the management proxyholder names shown and inserting the name of the person you wish to represent you at the meeting in the space provided for an alternate proxyholder. If no choice is specified, the proxyholder has discretionary authority to vote as the proxyholder sees fit.
| 6. | The securities represented by this Instrument of Proxy will be voted or withheld from voting in accordance with the instructions of the holder on any pollof a resolution that may be called for and, if the holder specifies a choice with respect to any matter to be acted upon, the securities will be voted accordingly. Further, if so authorized by this Instrument of Proxy, the securities will be voted by the appointed proxyholder with respect to any amendments or variations of any of the resolutions set out on the Instrument of Proxy or matters which may properly come before the Meeting as the proxyholder in its sole discretion sees fit. |
| 7. | If a holder has submitted an Instrument of Proxy,the holder may still attend the Meeting and may vote in person. To do so, the holder must record his/her attendance with the scrutineers before the commencement of the Meeting and revoke, in writing, the prior votes. |
| 8. | To be represented at the Meeting, proxies must be submitted no later thanforty-eight (“48”) hours, excluding Saturdays, Sundays and holidays, prior to the time of the Meeting or adjournment thereof. |
| VOTING METHODS |
INTERNET VOTING24 Hours a Day, 7 days a week
If a HOLDER ID and HOLDER CODE appear on the face of this proxy in the address box, holders may complete internet voting atwww.stocktronics.com/webvote.To receive securityholder communications electronically in the future, simply fill in your e-mail address at the bottom of the Internet Voting page.
TELEPHONE VOTING24 Hours a Day, 7 days a week
If a HOLDER ID and HOLDER CODE appear on the face of this proxy in the address box, holders may complete telephone voting at1-888-Tel-Vote (1-888-835-8683).Please have this proxy in hand when you call. A proxyholder that is not a management proxyholder cannot be appointed by telephone.
RETURN YOUR PROXY BY MAIL OR FAX to PACIFIC CORPORATE TRUST COMPANY
625 Howe Street, 10th Floor, Vancouver, British Columbia, V6C 3B8. Fax number 604-689-8144.OUR PROXY BY
Voting by mail or fax may be the only method for holdings held in the name of a corporation or holdings voted on behalf of another individual. Do not mail the printed proxy or VIF if you have voted by the internet or telephone.
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