MANAGEMENT INFORMATION CIRCULAR

Some highlights:

MATTERS TO BE ACTED UPON AT THE MEETING

Fixing Number of Directors

Management is seeking Shareholder approval of a resolution decreasing the number of Directors from nine to eight and fixing the number of Directors at eight for the ensuing year.

The Shareholders will be requested at the Meeting to pass the following resolution:

“IT IS HEREBY RESOLVED THAT:

the number of Directors be fixed at eight

Presently there are only 7 Directors. But we have a new nominee, in Igor Akhmerov to fill the 8th spot. Of course he’s not really new; this will be his second stint with Falcon.

The Shareholders will be requested at the Meeting to pass the following resolution, without variation:

“IT IS HEREBY RESOLVED, THAT the following persons be elected as Directors of the Corporation to hold office until the next annual meeting of Shareholders or until a successor is duly elected, unless his or her office is earlier vacated in accordance with the articles of the Corporation:

JoAchim Conrad

John Craven

Daryl H. Gilbert

Thomas G. Harris

Robert C. Macaulay

Gregory Smith

Dr. György Szabó

Igor Akhmerov”

Igor Akhmerov

Mr. Akhmerov is a new nominee to the Board. He graduated from the Moscow Institute Of Management (1989), Wharton Business School (1995), and Lauder Institute of Business and International Relations (1995). From 1989 through 1993 he worked at the Moscow office of Bain & Company, specialized in privatization and banking. After graduation from Wharton Business School he worked for the Boston office of Bain & Company. In 1998 he returned to Russia and joined Sputnik Group, the largest Russian private equity investment group, as a partner. In 2001 he moved to TNK as First Vice President for Planning, Budgeting, Investment Governance, Taxes, and Reporting. From 2004 until 2006 he served as Chief Financial Officer of Renova Group. He has served as Chief Executive Officer of Avelar Energy Group since 2007. Mr. Igor Akhmerov is also a Non-Executive Member of the Board of Directors of Kerself SpA, the leading player in the Italian solar market, since September 24, 2008.