CENTRAL PETROLEUM LIMITED — AGM Information 2011

Oct 26, 2011

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NOTICE OF ANNUAL GENERAL MEETING

and

EXPLANATORY MEMORANDUM

Date of Meeting: 29 November 2011 Time of Meeting: 10 am (Perth time) Place of Meeting: Esplanade River Suites 112 Melville Parade Como, Western Australia

This Notice of Annual General Meeting and Explanatory Memorandum should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional adviser prior to voting.

NOTICE OF ANNUAL GENERAL MEETING

The Annual General Meeting of Central Petroleum Limited ( Central Petroleum or Company ) is to be held on Tuesday, 29 November 2011 at 112 Melville Parade, Como, Western Australia commencing at 10 a.m. (WST).

The Explanatory Memorandum that accompanies and forms part of this Notice describes the matters to be considered at this meeting.

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Annual General Meeting are those who are registered Shareholders at 5.00 p.m. (WST) on 27 November 2011.

AGENDA___________

ORDINARY BUSINESS

Financial Statements and Reports

To receive and consider the financial statements for the financial year ended 30 June 2011 together with the Directors’ Declaration, the Directors’ Report, the Remuneration Report and the Auditor’s Report.

_____________

RESOLUTION 1 - ADOPTION OF REMUNERATION REPORT

To consider and, if thought fit, to pass the following Resolution as a non-binding Resolution :

“That, for the purpose of Section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the Remuneration Report of the Company set out in the Directors’ Report section of the Company’s annual financial report for the year ended 30 June 2011.”

Note: The vote on this Resolution is advisory only and does not bind the Directors or the Company.

Voting Prohibition Statement: A vote on this Resolution must not be cast (in any capacity) by or on behalf of any of the following persons:

(a) a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or

(b) a Closely Related Party of such a member.

However, a person described above may vote on this Resolution if:

(c) the person does so as a proxy appointed by writing that specifies how the proxy is to vote on the Resolution; and

(d) the vote is not cast on behalf of a person described in sub-paragraphs (a) or (b) above.

RESOLUTION 2 – RE-ELECTION OF DIRECTOR – DR HENRY ASKIN

To consider and, if thought fit to pass, the following Resolution as an ordinary Resolution :

“That, for the purpose of clause 13.2 of the Constitution and for all other purposes, Henry Askin, a Director, retires by rotation, and being eligible, is re-elected as a Director.”

_____________

SPECIAL BUSINESS

RESOLUTION 3 - RENEWAL OF THE CENTRAL PETROLEUM LIMITED EMPLOYEE INCENTIVE OPTION PLAN

To consider and, if thought fit to pass, the following Resolution as an ordinary Resolution :

“That, for the purposes of Exception 9(b) of Listing Rule 7.2, and for all other purposes, the members of the Company approve:

• (a) the Central Petroleum Limited Employee Incentive Option Plan ( Employee Incentive Option Plan ) on the terms described in the Explanatory Memorandum for a further period of three years from the date of this meeting;

• (b) the grant of options to acquire Shares in the Company ( Options ) under the Employee Incentive Option Plan from time to time to persons who are eligible to participate in the Employee Incentive Option Plan; and

• (c) the issue of Shares on valid exercise of those Options from time to time in accordance with the Employee Incentive Option Plan and the terms of grant of the relevant Options."

ASX Voting Exclusion Statement

The Company will disregard any votes cast on this Resolution by:

• (a) any eligible employee and their associates; and

• (b) any Director of the Company (other than a Director who is ineligible to participate in any employee incentive scheme in relation to the Company) and their associates.

However, the Company need not disregard a vote if:

• (c) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• (d) it is cast by a person chairing the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

Voting Prohibition Statement

A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if the proxy is either:

• (a) a member of the Key Management Personnel; or

• (b) a Closely Related Party of such a member; and

the appointment does not specify the way the proxy is to vote on this Resolution.

However, the above prohibition does not apply if:

• (c) the proxy is the Chair of the Meeting; and

• (d) the appointment expressly authorises the Chair to exercise the proxy even if the Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

RESOLUTION 4 – AMENDMENT TO THE CONSTITUTION TO REDUCE THE NUMBER OF DIRECTORS

To consider and, if thought fit, to pass the following Resolution as a special Resolution :

“That the Constitution of the Company be amended by deleting clause 13.1 and replacing it with the following:

“13.1 Number of Directors

The Company shall at all times have at least 3 Directors. The number of Directors shall not exceed 6.””

Voting Explanation: In order to be passed, at least 75% of the total votes cast by Shareholders entitled to vote on this Resolution (whether or not they are present at the meeting in person or by proxy) must vote in favour of the Resolution.

RESOLUTION 5 – RENEWAL OF PROPORTIONAL TAKEOVER PROVISIONS

To consider and, if thought fit, to pass the following Resolution as a special Resolution :

“That, for the purposes of Section 648G of the Corporations Act, the proportional takeover provisions set out in clause 36 of the Constitution of the Company be renewed for a further period of three years.”

RESOLUTION 6 – AMENDMENT TO THE CONSTITUTION TO PERMIT DIRECT VOTING

To consider, and if thought fit, to pass the following Resolution as a special Resolution :

"That the Constitution of the Company be amended as follows:

1. inserting the following new clause after clause 12.7:

“12.7A Direct Voting

• (a) Notwithstanding anything to the contrary in this Constitution, the Directors may determine that, at any general meeting of Shareholders of the Company, a Shareholder who is entitled to attend and vote at that meeting is entitled to a direct vote.

• (b) A direct vote includes a vote delivered to the Company by post, facsimile transmission or other electronic means approved by the Directors.

• (c) The Directors may prescribe regulations, rules and procedures to govern direct voting including (without limitation) rules specifying the form, method and timing of giving the direct vote in order for the vote to be valid.”

2. adding at the end of the second sentence of clause 12.1, immediately before the full stop, the following words:

“or, except in any rule that specifies a quorum or except in any rule prescribed by the directors, a Shareholder who has duly lodged a valid direct vote in relation to the general meeting under clause 12.7A”"

Other Information

An Explanatory Memorandum accompanies and forms part of this Notice of Annual General Meeting.

All Shareholders should read the Explanatory Memorandum carefully and in its entirety. Shareholders who are in doubt regarding any party of the business of the Meeting should consult their financial or legal adviser for assistance.

Defined terms in this Notice of Annual General Meeting have the meaning given to them in the Explanatory Memorandum.

BY ORDER OF THE BOARD

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Company Secretary Perth, Western Australia Date: 12 October 2011

EXPLANATORY MEMORANDUM

This Explanatory Memorandum has been prepared to provide Shareholders with material information to enable them to make an informed decision on the business to be conducted at the Annual General Meeting of the Company to be held on Tuesday, 29 November 2011 at 112 Melville Parade, Como, Western Australia commencing at 10 a.m. (WST).

Each of the Resolutions, except Resolutions 4, 5 and 6 are ordinary resolutions requiring it to be passed by a simple majority of votes cast by Shareholders entitled to vote on the Resolution. Resolutions 4, 5 and 6 are special resolutions requiring them to be passed by at least 75% of the votes cast by Shareholders entitled to vote on the Resolution.

FINANCIAL AND OTHER REPORTS

In accordance with the Constitution, the business of the Annual General Meeting will include receipt and consideration of the annual financial report of the Company for the financial year ended 30 June 2011 together with the Directors’ Declaration, the Directors’ Report, the Remuneration Report and the Auditor’s Report.

These reports are set out in the 2011 Annual Report. Shareholders who elected to receive a printed copy of annual reports should have received the 2011 Annual Report with this Notice of Annual General Meeting. The 2011 Annual Report is available from the Company’s website (www.centralpetroleum.com.au).

Shareholders will be given reasonable opportunity at the Meeting to ask questions and make comments on the financial report, the directors’ report, the Remuneration Report and the auditor’s report.

RESOLUTION 1 - ADOPTION OF REMUNERATION REPORT

(a) General

Under the Corporations Act 2001 , the Company is required to include, in the Directors’ Report, a detailed remuneration report setting out the prescribed information in relation to the remuneration of directors and executives of Central Petroleum and the Company’s remuneration practices.

The Remuneration Report is required to be submitted for adoption by a resolution of shareholders at the meeting. The vote on this Resolution is advisory only and does not bind the directors or the Company.

Under recent changes to the Corporations Act, which came into effect on 1 July 2011, if at least 25% of the votes cast on the Resolution are voted against adoption of the Remuneration Report at the Annual General Meeting, and then again at the Company's 2012 annual general meeting, the Company will be required to put to Shareholders a resolution proposing the calling of an extraordinary general meeting to consider the appointment of directors of the Company ( Spill Resolution ).

If more than 50% of Shareholders vote in favour of the Spill Resolution, the Company must convene the extraordinary general meeting ( Spill Meeting ) within 90 days of the Company's 2012 annual general meeting. All of the Directors who were in office when the Company's 2012 directors' report was approved, other than the managing director of the Company, will cease to hold office immediately before the end of the Spill Meeting but may stand for re-election at the Spill Meeting.

Following the Spill Meeting those persons whose election or re-election as Directors is approved will be the Directors of the Company.

The Remuneration Report sets out the Company’s remuneration arrangements for the Directors and senior management of the Company. The Remuneration Report is part of the directors’ report contained in the annual financial report of the Company for the financial year ending 30 June 2011.

A reasonable opportunity will be provided for discussion of the Remuneration Report at the Annual General Meeting.

(b) Proxy Restrictions

Pursuant to the Corporations Act, if you elect to appoint the Chair, or another member of Key Management Personnel or any Closely Related Party as your proxy to vote on this Resolution 1, you must direct the proxy how they are to vote . Where you do not direct the Chair, or another member of Key Management Personnel or Closely Related Party on how to vote on this Resolution 1, the proxy is prevented by the Corporations Act from exercising your vote and your vote will not be counted in relation to this Resolution 1

RESOLUTION 2 - ELECTION OF DIRECTOR – DR HENRY ASKIN

Clause 13.2 of the Constitution requires that at the annual general meeting in every subsequent year, one-third of the Directors for the time being, or, if their number is not a multiple of 3, then the number nearest one-third (rounded upwards in case of doubt), shall retire from office, provided always that no director except a Managing Director shall hold office for a period in excess of 3 years, or until the third annual general meeting following his or her appointment, whichever is the longer, without submitting himself for re-election. A retiring director is eligible for re-election.

Dr Askin retires by rotation in accordance with the Company’s Constitution and, being eligible, offers himself for re-election.

Dr Askin has over 40 years of experience in the oil exploration industry, of which some 25 years were with the Shell Group of Companies, most recently as a consultant.

From 1990 until his retirement in December 1997, he was exploration manager with Shell Development (Australia) Pty Ltd in Melbourne. Throughout this period he was Shell’s representative on the APPEA Exploration Committee, and was a Director of the various Shell companies established pursuant to operations in the Indonesia Australia Zone of Cooperation.

Dr Askin’s previous appointments with the Shell Group were in Australia, Oman, Norway, The Netherlands and India. During this time he held various positions including seismic interpreter, chief geophysicist, seismic processing manager, deputy head of new exploration ventures and, immediately prior to returning to Australia, general manager of Shell India.

While his career has ranged from seismic interpretation and prospect generation to senior management, Dr. Askin has contributed to the practice of geophysics in the wider sense, most notably in the co-authorship of a paper read at the EAEG meeting in Belgrade (1987) which received the inaugural best paper award. He is a life member of the Society of Exploration Geophysicists, an active member of the European Association of Geoscientists and Engineers, and a member of the Petroleum Exploration Society of Australia.

Dr Askin is a non-executive director of Bass Strait Oil Company Ltd.

RESOLUTION 3 - RENEWAL OF THE CENTRAL PETROLEUM LIMITED EMPLOYEE INCENTIVE OPTION PLAN

(a) Details and background

The Company established the Employee Incentive Option Plan in 2006 as an incentive scheme to attract and retain the services of its key personnel.

The Directors and employees of the Company have been, and will continue to be, instrumental in the growth of the Company. The Employee Incentive Option Plan enables these persons to participate in the future growth of the Company and provides them with an incentive to contribute to that growth.

The Board has recently approved the renewal of the Employee Incentive Option Plan.

A summary of the full terms of the Employee Incentive Option Plan, is set out in Annexure A to this Explanatory Memorandum.

(b) Requirements of the Listing Rules

Listing Rule 7.2, Exception 9 provides that if the issue of securities under the Employee Incentive Option Plan is approved by Shareholders within 3 years before the date of issue of securities under the Employee Incentive Option Plan, then those securities will be considered as an exception to Listing Rule 7.1.

Subject to certain exceptions, Listing Rule 7.1 restricts a company from issuing or agreeing to issue equity securities in any 12 month period which amount to more than 15% of the company's ordinary securities on issue without shareholder approval. However, issues of ordinary securities made with the prior approval of the shareholders in a general meeting are not subject to this restriction and will not be counted as part of the 15% limit.

If this Resolution is passed, the Company will have the ability to issue Options to eligible participants under the Employee Incentive Option Plan over a period of three years without impacting on the Company s 15% placement capacity under ASX Listing Rule 7.1.

Approval is being sought under Listing Rule 7.2, Exception 9, to approve the issue of the Employee Incentive Option Plan as an exception to Listing Rule 7.1. In accordance with the requirements of Exception 9(b) of Listing Rule 7.2, the Company provides the following information:

• (a) A summary of the terms of the Employee Incentive Option Plan, is set out in Annexure A to this Explanatory Memorandum. A full copy of the Employee Incentive Option Plan is available for inspection at the Company’s registered office until the date of the Meeting.

• (b) The Employee Incentive Option Plan was last approved at a General Meeting of the Company held on 8 June 2009 and since that date the following options have been granted under the Employee Incentive Option Plan:

Grant Date Expiry Date Exercise Price ($) 02-May-10 31-May-15 0.122 01-Jun-10 31-May-15 0.122 09-Nov-10 31-Oct-15 0.110 12-May-11 12-May-16 0.120 20-Jul-11 20-Jul-16 0.110 19-Aug-11 19-Aug-16 0.115 30-Aug-11 30-Aug-16 0.115 TOTALS	Number of Options
	Issued Cancelled As at 29/11/11 300,000 - 300,000 6,040,000 - 6,040,000 800,000 200,000 600,000 300,000 - 300,000 7,646,665 2,000,000 5,646,665 2,000,000 - 2,000,000 4,000,000 - 4,000,000
	21,086,665 2,200,000 18,886,665

• (c) A voting exclusion statement is included in the Notice.

RESOLUTION 4 – AMENDMENT TO THE CONSTITUTION TO REDUCE THE NUMBER OF DIRECTORS

Clause 13.1 of the Company’s Constitution currently provides that the number of directors on the Board should be a number determined by the Directors, which is not less than 3 and not more than 9 directors.

The Company proposes to reduce the number of maximum directors permitted by the Company’s Constitution from 9 to 6. Should there be 9 directors of the Company, the Board is of the opinion

that the ability of the Company to operate effectively and efficiently as a junior explorer would be significantly diminished. The Board often is required to make decisions on an expedited basis to ensure the smooth functioning of the Company’s activities.

Reducing the maximum number of directors to 6 will allow for 2 additional directors to join the Board in the future.

As part of the amendment the Company proposes to delete the last sentence of the current clause 13.1 as it was interpreted to conflict with the provisions of clause 13.2 which already handled the rotation of Directors.

Section 136(2) of the Corporations Act requires that in order for a company to amend its Constitution, it must pass a special resolution at a general meeting of its shareholders. A special resolution, to be effective, must be passed by at least 75% in value of the votes cast on the resolution by members present (in person or by proxy or representative) and entitled to vote on the resolution.

RESOLUTION 5 – RENEWAL OF PROPORTIONAL TAKEOVER PROVISIONS

Under the Corporations Act, a company is empowered to include in its constitution a provision to enable the company to refuse to register shares acquired under a proportional takeover bid unless a resolution is passed by Shareholders in a general meeting approving the offer. The provisions are designed to assist shareholders to receive proper value for their shares if a proportional takeover bid is made for the company.

At a General Meeting of the Company held on 8 June 2009 shareholders voted in favour of inserting such a provision. At the Annual General Meeting of the Company held on 25 November 2010 shareholders voted in favour of correcting minor typographical error in clause 36.

Under the Corporations Act, the provision (clause 36) of the Constitution ceases to have effect on the third anniversary of its adoption. The current provision will automatically cease to have effect after 7 June 2012 unless renewed by the proposed special resolution. If renewed, the proposed proportional takeover provisions will be in exactly the same terms as the existing provisions.

The Board seeks approval by special resolution of Shareholders to renew clause 36 of the Company’s Constitution for a further 3 year period as referred in section 648G of the Corporations Act.

If this Resolution is passed, then for 21 days after the Meeting the holders of 10% of the Company's Shares would have the right to apply to the court to have the resolution set aside. The court may set aside the resolution if the court is satisfied in all the circumstances that it is appropriate to do so.

The Corporations Act requires certain information to be included in the notice of meeting where the approval of members is sought to renew proportional takeover provisions. That information is set out below.

(d) Proportional takeover bid

A proportional takeover bid is a takeover bid where the offer made to each Shareholder is only for a proportion of that Shareholder's Shares.

(e) Effect of renewing proportional takeover provisions

The effect of renewing clause 36 is that if a proportional takeover bid is made, the Directors must ensure that a resolution of Shareholders to approve the takeover bid is voted on more than 14 days before the last day of the bid period. The vote is decided on a simple majority and each person (other than the bidder and their associates) who, as at the end of the day on which the first offer under the bid was made, held bid class securities, is entitled to vote. If the resolution is not passed, transfers giving effect to takeover contracts for the bid will not be registered and the offer will be taken to have been withdrawn. If the resolution is not voted on, the bid will be taken to have been approved.

If the bid is approved (or taken to have been approved), the transfers must be registered (provided they comply with other provisions of the Corporations Act and the Constitution).

The proportional takeover approval provisions do not apply to full takeover bids.

(f) Reasons for renewing proportional takeover provisions

A proportional takeover bid may result in control of the Company changing without Shareholders having the opportunity to dispose of all their Shares. Shareholders are exposed to the risk of being left as a minority in the Company and the risk of the bidder being able to acquire control of the Company without payment of an adequate control premium.

These provisions allow Shareholders to decide whether a proportional takeover bid is acceptable in principle, and assist in ensuring that any partial bid is appropriately priced.

(g) Knowledge of any acquisition proposals

As at the date on which this Notice of Meeting was prepared, no Director of the Company is aware of any proposal by any person to acquire or to increase the extent of a substantial interest in the Company.

(h) Review of the advantages and disadvantages of the proportional takeover provisions during the period it was in effect previously

The Directors consider that there are no advantages or disadvantages for them in clause 36 being renewed and they remain free to make a recommendation on whether an offer under a proportional takeover bid should be accepted. The Directors consider that there have been no specific advantages or disadvantages to them during the period that clause 36 has been in effect. There has not been any proportional takeover bid during the period that clause 36 has been in effect.

The potential advantages for Shareholders of the proportional takeover provisions include the following:

• Shareholders have the right to decide by majority vote whether an offer under a proportional takeover bid should proceed;

• they may assist Shareholders from being locked in as a minority;

• they increase the bargaining power of Shareholders and may assist in ensuring that any proportional takeover bid is adequately priced; and

• each individual Shareholder may better assess the likely outcome of the proportional takeover bid by knowing the view of the majority of Shareholders and assist in deciding whether to accept or reject an offer under the takeover bid.

The potential disadvantages for Shareholders include the following:

• proportional takeover bids for Shares in the Company may be discouraged;

• Shareholders may lose an opportunity to sell some of their Shares at a premium; and

• the likelihood of a proportional takeover bid succeeding may be reduced.

The Directors do not believe the potential disadvantages outweigh the potential advantages of renewing the proportional takeover provisions.

RESOLUTION 6 – AMENDMENT TO THE CONSTITUTION TO PERMIT DIRECT VOTING

It is proposed to amend the Constitution to allow the Company to allow direct voting for Shareholders at future general meetings. This would provide advantages to shareholders by giving them flexibility and certainty in the way they can exercise their right to vote on matters affecting the Company. Directors may decide whether direct voting should be implemented at each or all general meetings of the Company.

Direct voting allows Shareholders who cannot attend the meeting to send their votes to the Company prior to the meeting without appointing a proxy or representatives (over whom Shareholders may have no control), providing more options for Shareholders in the ways they can exercise their voting rights and removing the intermediary between the Shareholder and the Company. As a result Shareholders will have certainty over their voting intentions.

Shareholders need no longer transfer some of their rights to another party by proxy in order to vote and are able to promptly and securely vote either by mail, fax or electronically without needing to attend the meeting – therefore, no matter where the shareholder is located, they are able to simply and conveniently cast their vote.

A disadvantage for the Company will be some additional administration costs, however, these are greatly outweighed by the advantage of encouraging more Shareholders to vote at meetings which facilitates greater engagement with Shareholders.

If these amendments are adopted and the Board then determines to implement direct voting for a particular Shareholder meeting, then Shareholders will continue to be entitled to appoint proxies at such meeting if they so desire.

Rather than prescribe detailed provisions on direct voting in the Constitution, the proposed amendment allows the Board to adopt regulations, rules and procedures to facilitate direct voting in the future.

A copy of the Constitution marked up to show the proposed amendment will also be available at the meeting.

GLOSSARY

Annual General Meeting or Meeting means the meeting convened by the Notice.

Board means the current board of directors of the Company.

Closely Related Party of a member of the Key Management Personnel means:

• (a) a spouse or child of the member;

• (b) a child of the member’s spouse;

• (c) a dependent of the member or the member’s spouse;

• (d) anyone else who is one of the member’s family and may be expected to influence the member, or be influenced by the member, in the member’s dealing with the entity;

• (e) a company the member controls; or

• (f) a person prescribed by the Corporations Regulations 2001 (Cth) .

Company means Central Petroleum Limited (ACN 083 254 308).

Constitution means the Company’s Constitution.

Corporations Act means the Corporations Act 2001 (Cth) .

Directors means the current directors of the Company.

Explanatory Statement means the explanatory statement accompanying the Notice.

Key Management Personnel has the same meaning as in the accounting standards and broadly includes those persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, including any director (whether executive or otherwise) of the Company.

Notice or Notice of Meeting or Notice of Annual General Meeting means this notice of annual general meeting including the Explanatory Statement and the Proxy Form.

Proxy Form means the proxy form accompanying the Notice.

Remuneration Report means the remuneration report set out in the Directors’ Report section of the Company’s annual financial report for the year ended 30 June 2011.

Resolutions means the resolutions set out in the Notice of Meeting, or any one of them, as the context requires.

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a holder of a Share.

WST means Western Standard Time as observed in Perth, Western Australia.

Annexure A

SUMMARY OF TERMS OF CENTRAL PETROLEUM LIMITED EMPLOYEE INCENTIVE OPTION PLAN

A summary of the terms and conditions of the Central Petroleum Limited Employee Incentive Option Plan ( Plan ) is set out below.

1. Under the Plan, the Board may in its discretion invite any full or part time employee or Director of (or consultant to) the Company or its associated companies ( Eligible Participant ) to apply for Options. In making that determination, the Board may have regard to the Eligible Participant's length of service, contribution and potential contribution to the Company or any associated company and any other matters which the Board considers relevant.

2. An Eligible Participant who is invited to apply for options under the Plan ( Invitation ) may accept the Invitation and apply for the number of Options specified in the Invitation. The Eligible Participant may renounce the Invitation in favour of a permitted nominee, being an associate (as defined in section 12(2) of the Corporations Act) of the Eligible Participant. Options are not otherwise transferable.

3. There is no consideration payable by an Eligible Participant for the grant of Options under the Plan.

4. Options granted under the Plan will not be quoted on ASX.

5. The exercise price of Options will be determined by the Board in its absolute discretion but must not be less than any minimum price specified in the Listing Rules.

6. The Board may specify vesting conditions which must be satisfied before an Option can be exercised ( Exercise Conditions ). An Option will generally be exercisable when all Exercise Conditions have been satisfied, and is otherwise capable of exercise in accordance with the relevant Invitation and the rules of the Plan. Once an Option is capable of exercise, it may be exercised at any time up until 5.00pm in Perth on the date that the Board specifies in its discretion in the Invitation or if no such date is specified, 2 years after the date of grant of that Option ( Lapsing Date ).

7. All Shares issued on exercise of Options granted under the Plan will rank equally in all respects with all existing Shares on issue. The Company will apply for quotation on ASX of all new Shares issued on exercise of Options, subject to the Shares being quoted at the time.

8. Where an Eligible Participant ceases to be an employee or Director of (or consultant to) the Company or an associated company prior to the Lapsing Date, and the Exercise Conditions have been met, the Eligible Participant is entitled to exercise the Options despite ceasing to be an employee or Director of (or consultant to) the Company.

9. Options issued under the Plan will lapse:

10. (a) where an Eligible Participant ceases to be an employee or Director of (or consultant to) the Company or an associated company and the Exercise Conditions have not been met (unless the Board, in its absolute discretion, decides otherwise);

11. (b) the Exercise Conditions are unable to be met; or

12. (c) the Lapsing Date has passed.

13. Where an Eligible Participant dies, becomes permanently disabled or becomes redundant:

14. (i) if the Options are exercisable, the Eligible Participant or their legal representative (where relevant) may exercise the Options; or

15. (j) if the Options are not then exercisable, the Board may resolve (in its discretion) that the Eligible Participant or their legal representative (where relevant) may exercise the Options,

provided the Options are exercised prior to the later of the Lapsing Date or the date 6 months after the relevant event.

1. A holder of Options may only participate (in respect of Options issued under the Plan) in new issues of Shares to existing Shareholders of the Company if the Options have been exercised prior to the record date for determining entitlements to the new issue.

2. If there is a pro-rata issue of securities (other than a bonus issue), the exercise price will be adjusted in the manner permitted or required by the Listing Rules. If there is a pro-rata bonus issue, the number of Shares over which the Option may be exercised will include the number of bonus Shares that would have been issued if the Option had been exercised prior to the record date for the bonus issue.

3. The Directors will appoint people it considers desirable to administer and manage the Plan. Subject to and in accordance with the Listing Rules, the Directors may amend the rules of the Plan without seeking Shareholder approval. However, no amendment may be made which reduces or adversely affects the rights or entitlements of Options granted prior to the amendment unless prior written approval from the affected Option holder(s) is obtained.

4. If the Company makes an Invitation where:

5. (a) the total number of Shares to be received on exercise of Options the subject of that Invitation, exceeds the limit set out in ASIC Class Order 03/184 ( Class Order ); or

6. (b) the Invitation does not otherwise comply with the terms and conditions set out in the Class Order,

the Company must comply with Chapter 6D of the Corporations Act at the time of making that Invitation.

1. The Options are subject to a Change of Control Right which allows Options subject to an Exercise Condition to be exercised following the occurrence of a prescribed change of control event, regardless of an Exercise Condition applying at the time of the relevant change of control event.

2. The Plan is governed by and construed in accordance with the laws of Western Australia.

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Control Number: 999999 SRN/HIN: I9999999999 PIN: 99999  PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

Review and update your securityholding

 For your vote to be effective it must be received by 10.00am (WST) Sunday 27 November 2011

How to Vote on Items of Business

All your securities will be voted in accordance with your directions.

Appointment of Proxy

Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box your proxy may vote as they choose. If you mark more than one box on an item your vote will be invalid on that item.

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.

Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf.

A proxy need not be a securityholder of the Company.

Signing Instructions for Postal Forms

Individual: Where the holding is in one name, the securityholder must sign.

Joint Holding: Where the holding is in more than one name, all of the securityholders should sign.

Power of Attorney: If you have not already lodged the Power of Attorney with the registry, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please sign in the appropriate place to indicate the office held. Delete titles as applicable.

Attending the Meeting

Bring this form to assist registration. If a representative of a corporate securityholder or proxy is to attend the meeting you will need to provide the appropriate “Certificate of Appointment of Corporate Representative” prior to admission. A form of the certificate may be obtained from Computershare or online at www.investorcentre.com under the information tab, "Downloadable Forms".

Comments & Questions: If you have any comments or questions for the company, please write them on a separate sheet of paper and return with this form.

GO ONLINE TO VOTE,  or turn over to complete the form

916CR_0_Sample_Proxy/000001/000001

MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

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I9999999999
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Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a broker (reference number commences with ’ X ’) should advise your broker of any changes. I 9999999999

I ND

Proxy Form

Please mark to indicate your directions

Appoint a Proxy to Vote on Your Behalf

XX

I/We being a member/s of Central Petroleum Limited hereby appoint

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the Chairman OR of the Meeting

 PLEASE NOTE: Leave this box blank if you have selected the Chairman of the Meeting. Do not insert your own name(s).

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, as the proxy sees fit) at the Annual General Meeting of Central Petroleum Limited to be held in the Esplanade River Suites, 112 Melville Parade, Como, Western Australia on Tuesday, 29 November 2011 at 10.00am (WST) and at any adjournment of that meeting. The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business other than in respect of Item 1 , where the company has determined that the Chairman is unable to do so. If the Chairman of the Meeting is your proxy (or becomes your proxy by default), you authorise the Chairman to exercise your proxy on Item 3 even though the item is connected directly or indirectly with the remuneration of a member of key management personnel. For Item 3, this authority is also subject to you marking the box in the section below.

Important for Item 3: If the Chairman of the Meeting is your proxy and you have not directed the Chairman how to vote on Item 3 below, please mark the box in this section. If you do not mark this box and you have not directed your proxy how to vote, the Chairman of the Meeting will not cast your votes on Item 3 and your votes will not be counted in computing the required majority if a poll is called on this item. The Chairman of the Meeting intends to vote undirected proxies in favour of Item 3 of business.

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I/We acknowledge that the Chairman of the Meeting may exercise my proxy even if the Chairman has an interest in the outcome of this item and that votes cast by the Chairman, other than as proxy holder, would be disregarded because of that interest.

 Items of Business

PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.

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ORDINARY BUSINESS

Item	1	Adoption of Remuneration Report
Item	2	Re-election of Director - Dr Henry Askin

SPECIAL BUSINESS

Item	3	Renewal of the Central Petroleum Limited Employee Incentive Option Plan
Item	4	Amendment to the Constitution to Reduce the Number of Directors
Item	5	Renewal of Proportional Takeover Provisions
Item	6	Amendment to the Constitution to Permit Direct Voting

The Chairman of the Meeting intends to vote all available proxies in favour of each item of business.

SIGN Signature of Securityholder(s) This section must be completed.

Individual or Securityholder 1 Securityholder 2 Securityholder 3 Sole Director and Sole Company Secretary Director Director/Company Secretary Contact Contact Daytime Name Telephone Date

/ /

C T P

1 3 8 8 6 1 A

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P E T R O L E U M L I M I T E D

ABN 72 083 254 308

000001 000 CTP MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

Dear Securityholder,

We have been trying to contact you in connection with your securityholding in Central Petroleum Limited. Unfortunately, our correspondence has been returned to us marked “Unknown at the current address”. For security reasons we have flagged this against your securityholding which will exclude you from future mailings, other than notices of meeting.

Please note if you have previously elected to receive a hard copy Annual Report (including the financial report, directors’ report and auditor’s report) the dispatch of that report to you has been suspended but will be resumed on receipt of instructions from you to do so.

We value you as a securityholder and request that you supply your current address so that we can keep you informed about our Company. Where the correspondence has been returned to us in error we request that you advise us of this so that we may correct our records.

You are requested to include the following;

Securityholder Reference Number (SRN);

ASX trading code;

Name of company in which security is held;

Old address; and

New address.

Please ensure that the notification is signed by all holders and forwarded to our Share Registry at:

Computershare Investor Services Pty Limited GPO Box 2975 Melbourne Victoria 3001 Australia

Note: If your holding is sponsored within the CHESS environment you need to advise your sponsoring participant (in most cases this would be your broker) of your change of address so that your records with CHESS are also updated.

Yours sincerely

Daniel White Company Secretary

916CR_0_Sample_Proxy/000001/000002/i