THE BLACK SEA PROPERTY FUND LIMITED FORM OF PROXY for use at the Annual General Meeting

I/We being (a) shareholder(s) in the Company, hereby appoint the Chairman of the Meeting or (see Notes below) (Name Mr/Mrs/Miss/Title)

To act as my/our proxy to vote for me/us on my/our behalf at the Annual General Meeting of the shareholders of the Company to be held on 28th June 2012 at 11:00am (BST) and at any adjournment thereof. Please indicate by inserting a tick in the appropriate space the manner in which the proxy is fit to vote. In the absence of any specific directions, the proxy will vote or abstain as he/she thinks fit.

I/We instruct the proxy to vote on the Resolutions set out in the Notice of Meeting dated as indicated below:

Resolution:

For

Against

Abstain

1. To receive and adopt the Annual Report and Audited Financial Statements of

the Company for the year ended 31 December 2011 and the Directors' and

Auditor's reports thereon.

2. To appoint BDO LLP as auditors of the Company for 2012 and to authorise the

Directors to fix their remuneration.

Special Resolution:

For

Against

Abstain

3. THAT notwithstanding article 9 of the articles of association of the Company

the Members hereby authorise the directors to pursue a strategy of asset realisation on the best terms and by such means as they consider to be reasonably achievable, with the view to liquidating as much as possible of the assets of the Company and then proposing to the Members not later than 30

June 2014 a resolution (which will be proposed as a special resolution) that a liquidator be appointed and the Company be wound up.

NOTES:

(1) If any other proxy is preferred, strike out the words "Chairman of the Meeting" and add the name and address of the proxy
you wish to appoint and initial the alteration. The proxy need not be a member.
(2) If the appointer is a corporation this form must be completed under its common seal or under the hand of some officer or attorney duly authorised in writing.
(3) The signature of any one of the joint holders will be sufficient, but the names of all joint holders must be stated.
(4) To be valid, this form and power of attorney or any other authority (if any) under which this is to be signed, or a notarily certified copy of such power must reach the Company's Transfer Agent, Capita Registrars, PXS, 34 Beckenham Road, Beckenham, Kent BR3 4TU not less than 48 hours before the time appointed for holding the meeting or adjournment as the case may be.
(5) The completion of this form will not preclude a member from attending the Meeting and voting in person. (6) Any alteration of this form must be initialed.
(7) At least two shareholders present in person or by proxy entitled to vote shall be a quorum for the Meeting.
(8) If within half an hour from the time appointed a quorum is not present, the meeting shall stand adjourned to 29th June 2012 at the same time and place. The quorum at any adjourned meeting will be the shareholder or shareholders present in person or by proxy.

Name of Shareholder:

…………………….. Dated

……..……………………… Signed

Signed

…………………………..

……………………………... Signed

Signed

…………………………..

Return address for Proxy Form:

Capita Registrars, PXS, 34 Beckenham Road, Beckenham, Kent, BR3 4TU


Registered address: 22-24 Seale Street, St Helier, Jersey, Channel Islands, JE2 3QG Tel: 01534 850750 Fax: 01534 850799

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