Centerra Gold Inc. (TSX:CG)
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Apr 28, 2026, 1:20 PM EST
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AGM 2025

May 6, 2025

Michael Parrett
Chair of the Board, 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. I'm here with Centerra's President and CEO, Paul Tomory, and Centerra's 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. A few housekeeping matters to go through first. First of all, 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 communication.

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 the specific motion may be addressed during the meeting. We will only be addressing questions pertaining to the business at hand for this meeting. Depending on the number of questions received, we may not be able to address them all. We cannot address all the questions raised during the meeting. A member of management will endeavor to respond 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 at any time. Questions or comments containing inappropriate language or that are otherwise disruptive to the orderly conduct of the meeting will not be published or answered.

Similarly, questions or comments which are redundant will not be published or answered. 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 items of business are brought before the meeting, shareholders and proxy holders will have approximately one minute to complete the electronic ballot, and I will announce that the balloting has closed and direct the scrutineers to tabulate and report the voting results for each matter. Polls are now open. If, by the way, we encounter any technical difficulties with the webcast, please remain logged in, and we will resume as soon as practical.

Lastly, to expedite the formal part of the meeting, I will move all motions, and no such motions will need to be executed. We will now proceed with the formal part of the meeting, which is to conduct the business set forth in the notice of meeting dated March 11th, 2025. On April 3rd, 2025, the notice of meeting and the management information circular, the form of proxy, the annual report containing the financial statements and auditor's report thereon were made available to all shareholders entitled to receive notice. The Secretary has received an affidavit from TSX Trust Company, Centerra's registrar of transfer agents, attesting to the mailing of the notice of meeting, the management information circular, the form of proxy, and the annual report to registered shareholders. We have requested delivery of paper copies of such materials.

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 the 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 directors, the appointment of 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 shareholders, which was held on May 14th, 2024. 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 31st, 2024, and the auditor's report thereon. If any shareholder or proxy holder has any questions on them, I would ask you to submit the question to be dealt with later in the meeting during the general question period. We will now proceed with the election of directors. Ms. Karen David Green and Ms. Nancy Lipson are standing for election to our board at this meeting. The remaining six directors proposed for the nomination in the management information circular are incumbent directors standing for reelection.

The company has adopted an advance notice bylaw 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: Karen David Green, Wendy Key, Nancy Lipson, Craig MacDougall, Jacques Perrin, Paul Tomory, Paul Wright, and myself, Michael Parrett, and declare the nominations closed and move a motion to elect each of these eight nominees as directors of the company. To 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, which is 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. Shareholders and proxy holders who have properly registered for today's meeting may vote for or withhold in respect to the resolution appointing KPMG LLP as auditors of the company. The final item of business before today's meeting is the 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 the executive compensation. Shareholders and proxy holders who have properly registered for today's meeting may now vote for or against the non-binding advisory resolution accepting 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 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 as auditors of the company. Once the electronic ballot closes, the voting page will disappear and your ballots will automatically be submitted.

Scrutineers will then compile and report on the results of the voting on all items. I'd just like to take this moment to comment that we have two retiring directors who did not stand for reelection this year: Ms. Cheryl Pressler, who has been a director for 17 years at Centerra, and Ms. Susan Jurkiewicz, who has been a director for seven years. Both of these directors have made tremendous contributions over their career, and the rest of the Board would like to wish them all the best as they move on with their new endeavors in their life.

Paul Tomory
President and CEO, Centerra Gold

Thank you.

Michael Parrett
Chair of the Board, Centerra Gold

The 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'd like to remind you that questions which are already answered will not be published or answered. Please limit your questions to topics relating to the subject matter of today's meeting. Keep your questions short to the point. We'll answer as many questions as time permits. Now, give the attendees a moment to type their questions. There being no questions, I will now proceed with the results of the voting. I have been provided with the scrutineer's report regarding the matters voted on.

Based on the results of the 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 shareholders or until their respective successors are duly elected or appointed. The scrutineers have 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. With that, as there is no further business to come before this meeting, we will terminate the meeting. Thank you all for attending and your continuing interest in Centerra Gold.

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