Centerra Gold Inc. (TSX:CG)
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Apr 28, 2026, 1:20 PM EST
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AGM 2022

Sep 22, 2022

Michael Parrett
Chair of the Board of Directors, Centerra Gold

Good morning, ladies and gentlemen. I'm Michael Parrett, Chair of Centerra's Board of Directors. On behalf of the board, I would like to welcome you to this annual meeting of shareholders of Centerra Gold, Inc. I'm here with Centerra's Vice President, General Counsel, and Corporate Secretary, Mr. Yousef Rehman. Also participating on this virtual meeting are some members of the current board and some members of management of Centerra. Similar to last year, we are holding this meeting in a virtual-only format. A few housekeeping matters to go through before we commence the business at hand. First, all microphones are automatically on mute, but questions by shareholders and duly appointed proxy holders can be submitted to myself via the Lumi Chat option. Please note that there will be a slight delay in the publication of the communications received.

Secondly, questions will generally only be addressed during the question period at the end of the meeting. However, questions regarding procedural matters or directly related to a specific motion may be addressed during the meeting. Depending on the number of questions received, we may not be able to address all of them. If we cannot address all the questions raised during the meeting, a member of management will endeavor to respond in writing as soon as practical after the meeting. We always appreciate comments and feedback from our shareholders and encourage you to reach out to our investor relations department with any questions. Questions or comments concerning inappropriate language, profanity, hostilities, or that are otherwise disruptive to the orderly conduct of the meeting will not be published or answered. Similarly, questions or comments, which were already answered or that are redundant will not be published or answered.

We will conduct the votes on all matters before us today by a single electronic ballot. The electronic ballot is now available on your screen, and it will remain open for all items of business. This will allow you to choose to vote on each resolution immediately or wait to vote until all items of business are presented. Once all items of business are brought before the meeting, shareholders and proxy holders will have approximately one minute to complete the electronic ballot. I will then announce that the balloting is closed and direct the scrutineers to tabulate and report on the voting results for each matter. The polls are now open. If we encounter any technical difficulties with the webcast, please remain logged on and we will resume as soon as practicable.

Lastly, to expedite the formal part of the meeting, I will move all motions and no motions will need to be seconded. We will now proceed with the formal part of the meeting to conduct the business set forth in the notice dated August 19, 2022 and sent to shareholders. On August 31, 2022, notice of the meeting and the management information circular, form of proxy, the annual report containing the financial statements and the auditor's report thereon, were made available to all the shareholders entitled to receive notice. The Secretary has received an affidavit from TSX Trust Company, Centerra's registrar and transfer agent, attesting to the mailing of the notice of meeting, the management information circular, the form of proxy, and the annual report to registered shareholders of the company.

Unless there are any objections, I propose that we take the notice of meeting as having been read. In accordance with the bylaws of the company, I will act as chair of this meeting. Yousef Rehman will act as secretary, and with the consent of the meeting, TSX Trust Company, by its representatives, will act as scrutineer. I've been advised by the secretary that based upon the scrutineer's report on attendance, we have a quorum for the meeting. I now declare that this annual meeting of the shareholders is duly constituted for the transaction of business. There are three matters to deal with as part of the formal business of the meeting. First, the election of directors. Second, the appointment of auditors. Third, the approval of a non-binding advisory resolution to accept the company's approach to executive compensation. Following this, we would be happy to respond to questions.

I have the minutes from last year's annual general meeting of shareholders held on May 11, 2021, and this year's special meeting of the shareholders held on July 25, 2022. Unless there are any objections, I propose that we dispense with the reading of the minutes. The company has made available on SEDAR and EDGAR and mailed to all shareholders copies of its annual report and consolidated financial statements for the year ended December 31, 2021, and the auditor's report thereon. If any shareholder or proxy holder has any questions on them, I would ask them to submit them to be dealt with later in our meeting during the general question period. We will now proceed with the election of directors. As we announced on September 6, 2022, in connection with the company's leadership transition, Scott Perry resigned from our board.

We thank Scott for his contribution to Centerra and wish him well in his future endeavors. As a result of Scott's resignation, Mr. Perry is not being nominated for election to the board at this meeting, and the board has determined to reduce the number of directors from nine to eight. All eight of the remaining directors proposed for nomination in the management information circular made available to the shareholders in connection with this meeting will stand for election. The company has adopted an advanced notice by-law, which requires that any director nomination be received by the company in advance of this meeting. As no such nominations have been received, I move to nominate the following individuals set out in the management information circular for election to the Centerra board. Richard Connor, Wendy Kei, Jacques Perron, Sheryl Pressler, Bruce Walter, Paul Wright, Susan Yurkovich, and myself, Michael Parrett.

I declare nominations closed and move a motion to elect each of these eight nominees as directors of the company. For those shareholders and proxy holders who have properly registered for today's meeting, you may vote for or against in respect of each individual director nominee now or wait until all items of business are presented. As voting today is being conducted by a single ballot, we will continue with the next item of business. Next item is we will now proceed with the appointment of the auditors and the authorization of the directors to fix their remuneration. I move a motion to approve the appointment of KPMG LLP as the auditors of the company for the ensuing year and to authorize the directors of the company to fix the remuneration to be paid to the auditors.

The final item of business before today's meeting is consideration and approval of a non-binding advisory resolution accepting the company's approach to the executive compensation, as described in the management information circular made available to shareholders in connection with this meeting. I move a motion to approve the resolution to accept the company's approach to executive compensation. This concludes the items of business to be considered at today's meeting. We will now provide registered shareholders and duly appointed proxy holders approximately one minute to complete the electronic ballot. If you have not already done so, please indicate your vote on the electronic ballot by pressing the for or against buttons next to the resolutions electing each individual director nominee and the advisory resolution on executive compensation. For the for or withhold buttons next to the appointment of KPMG LLP as auditors of the company.

Once electronic balloting closes, the voting page will disappear, and your ballots will automatically be submitted. The scrutineers will then compile and report on the results of the voting on all items of business. We will now wait for approximately one minute for this to occur. I believe it should be silent on your sound. Thank you. Balloting is now closed. The scrutineers will now tabulate the voting results. While they do this, I would be happy to respond to any questions from our shareholders and proxy holders. We would like to remind you that questions which were already answered or that are redundant or repetitive will not be published or answered. We will answer as many questions as time permits. Please limit your questions to topics relating to today's subject matter and keep your questions short and to the point.

We will now give attendees a brief moment to type in their questions. Once again, I think we'll be on silent for a moment here. Thank you. There being no questions, I will now proceed with the results of voting. I have been provided with the scrutineer's report regarding the matters voted on. Based on the results of voting, I declare that each of the eight individuals nominated has been elected as a director of Centerra to hold office until the next annual meeting of the shareholders or until their respective successors are duly elected or appointed. The scrutineer has indicated that the motion to appoint KPMG LLP as the auditors of the company for the ensuing year and to authorize the directors of the company to fix remuneration to be paid to the auditors has been carried.

The scrutineer has also indicated that the motion to approve the non-binding advisory resolution to accept the company's approach to executive compensation has been carried. As there is no further informal business to come before this meeting, we will terminate the meeting, and I thank you all for attending.

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