Centerra Gold Inc. (TSX:CG)
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Apr 28, 2026, 1:20 PM EST
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AGM 2024

May 14, 2024

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, and on behalf of the board I would like to welcome you to this annual general meeting of shareholders of Centerra Gold Inc. I'm here with Centerra's Executive Vice President, General Counsel, and Corporate Secretary, Mr. Yousef Rehman. Also participating on this virtual meeting are some members of the current Board and members of management of Centerra. Like last year, we are holding this meeting in a virtual-only format, so a couple of housekeeping matters to go through before we commence the business at hand. First of all, all the 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 responding to any 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 those directly related to a specific motion may be addressed during the meeting. We will only be addressing questions pertaining to the business at hand for this particular 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 as soon as practical afterwards, and we always appreciate comments and feedback from our shareholders and encourage you to reach out to our Investor Relations team with any questions. Inappropriate questions or those that are otherwise disruptive to the orderly conduct of the meeting will not be published or answered.

Similarly, questions or comments that have been answered will not be repeated. We will conduct the vote 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 of the 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 the 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 balloting has closed and direct the scrutineers to tabulate the report and the report on the voting results for each matter. Polls are now open. If you encounter any technical difficulties with the webcast, please remain logged in, and we will resume as soon as practical afterwards.

Lastly, to expedite the formal part of the meeting, I will move all motions. None of the motions will need to be seconded. We will now proceed with the formal part of the meeting, which is to conduct the business set forth in the notice dated April 2, 2024. On April 12, 2024, the notice of meeting, management information circular, the form of proxy, the annual report containing the financial statement and auditor's report thereon, was made available to all 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 notice of meeting, management information circular, and the form of proxy and the annual report to registered shareholders of the company who have requested delivery of paper copies of that material.

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 company of this meeting, and Yousef Rehman will act as Secretary, and with the consent of the meeting, TSX Trust Company, by its representatives, will act as scrutineer. I have 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 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: the election of the directors, the appointment of the auditors, and the approval of a non-binding advisory resolution to accept the company's approach to executive compensation.

I have the minutes from last year's annual meeting of the shareholders held on May 9, 2023. 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 copies of its annual report and consolidated financial statements for the year ended December 31, 2023, and the auditor's report thereon. If any shareholder or proxy holder has any questions on them, I would ask you to submit them to be dealt with later during the general question period. I will now proceed with the election of directors. Mr. Craig MacDougall is standing for election to our Board at this meeting. The remaining seven directors proposed for nomination in the management information circular are incumbent directors standing for re-election.

The company has adopted an advance notice bylaw, which requires that any director nomination to 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: Wendy Kei, Craig MacDougall, Jacques Perron, Sheryl Pressler, Paul Tomory, 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. All 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. Voting today is being conducted by a single ballot.

I will continue with the next item of business, which is the appointment of the auditors and authorization of the directors to fix their remuneration. I move a motion to approve the appointment of KPMG LLP as 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 business is consideration and approval of a non-binding advisory resolution accepting the company's approach to executive compensation as described in the management information circular. 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 our meeting today. We will now provide registered shareholders and duly appointed shareholders 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, or the For or Withhold buttons next to the appointment of KPMG LLP auditors of the company. Once electronic balloting closes, the voting pages will disappear, and your ballots will be automatically submitted. Scrutineers will then compile and report on the results of the voting on all items of business. As you're doing this, I would just like to mention that at the conclusion of this meeting, one of our directors, Mr. Rick Connor, will be retiring, and after 12 years of service on the Board, 11 of which were as our audit committee chair.

On behalf of the Board and shareholders, I would like to say thank you to Rick for a tremendous, tremendous record, and also we wish him all the best in retirement. Thank you. Balloting is now closed. The scrutineer 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. I'd like to remind you that questions which were already answered will not be repeated. Please limit your questions to topics relating to today's subject matter and keep your questions short and to the point. We'll answer as many questions as time permits. We'll now give attendees a moment to type their questions. Okay. Okay. Seeing no questions, I will now proceed with the results of the voting.

Based on the results of voting, I declare that each of the eight individual nominees has been elected as a director of Centerra to hold office until the next annual meeting of 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 the 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 business to come before this meeting, we will terminate the meeting, and I thank you all for attending.

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