CENTRAL PETROLEUM LIMITED — Proxy Solicitation & Information Statement 2008

Jan 3, 2008

ASX ANNOUNCEMENT RELEASED to the ASX DATE: 030108

TO: Manager, Company Announcements ASX Limited CONTACT: John Heugh +61 8 9474 1444

General Meeting 21 December 2007 - Further Clarification

Shareholders were advised in a previous announcement that the General Meeting (GM) held on December 21[st] 2008 had been adjourned to January 11th 2008 at 10.30 am. Shareholders at the GM voted to adjourn the meeting to allow further information concerning Resolution 2 to be compiled and announced.

This announcement seeks to clarify the situation for the benefit of Shareholders.

Resolution 2 deals with the approval of a proposed Share issue to Martin Place Securities Staff Super Fund ( MPSS) at a 50% discount to the trade volume weighted average of the Share price as quoted on the ASX during the 25 trading days leading up to the GM. Approval was sought on the basis that the issue of shares at a discount may constitute the provision of financial assistance to acquire those shares.

Prior to the GM the Company received further advice that Resolution 2 may be unnecessary for 2 reasons. One, there did not appear to be provision of financial assistance to MPSS by the issue of the Loan Shares at a discount. Secondly, even if there was provision of financial assistance to MPSS to acquire the Loan Shares it was probably not materially prejudicial to the Company, its creditors or Shareholders. If either view is correct then the issue of the Loan Shares at a discount is permitted under the Corporations Act without requiring further approval from the Shareholders.

The value of the possible financial advantage (represented by the discounted proportion of the proposed share issue) was $250,000. The Company sees this as part of the cost of securing a potential $80,000,000 facility and represents a cost of 0.31% of that facility. This is less than 1% of the cost of the total facility.

Resolution 1A at the GM sought Shareholder approval for the Company entering into a rolling convertible bond agreement ( Agreement ) with D.B Zwirn Mauritius Trading No.3 Account Limited ( DBZ ). This resolution was passed with a significant majority.

The facility, if it becomes effective, may provide funding of up to $80 million over a period of up to 5 years to assist the Company in its exploration, development, equipment and infrastructure needs. The Company operates potentially the largest acreage package in Australia of demonstrably prospective ground.

A requirement of the Agreement is that a Member of the Company lend shares worth $500,000 to DBZ (at market price based on the closing price of the Company’s Shares on the ASX on the day immediately before the issue of the initial bonds) ( Loan Shares ). This requirement is so that DBZ may take partial advantage of any upwards trend in the Company’s Share price in the period between DBZ advancing funds and having tradeable Shares on hand as a result of conversion of the underlying bonds to Shares. A corollary of the share loan arrangement is that DBZ may also partially insulate themselves from any negative movements of the Company’s Share price in the period between DBZ advancing funds and having tradeable Shares on hand as a result of the bond conversions.

MPSS, being a Member of the Company, has agreed to lend the required Loan Shares subject to those shares being issued to MPSS.

The Loan Shares are voluntarily escrowed for the potential life of the rolling convertible bond series which may be up to 5 years. No capital gain may be realised on the Loan Shares by

MPSS for up to 5 years and MPSS bears the risk that the value of the shares does not increase.

It is common practice in Australia for placements to be issued at up to a 20% discount to market with up to 5% brokerage fee payable on the value of the placement. Such placement stock is generally immediately tradeable. This is not the case with the Loan Shares and for this reason it is proposed that the Company issue the Loan Shares at a 50% discount to the market price based on a trade volume weighted average over the 25 trading days leading up to the General Meeting.

The Directors of the Company recommend to those Shareholders who have not voted in person or by proxy to vote in favour of Resolution 2 either in person at the adjourned General Meeting or via the attached Proxy form by post or by facsimile to :

Central Petroleum Limited PO Box 197 South Perth Western Australia 6951 Facsimile: +61 8 9474 1555

NOTE: NO VOTING IS REQUIRED OR WILL BE VALID IN RESPECT OF RESOLUTIONS 1A OR 1B ON THE ATTACHED PROXY FORM AS RESOLUTION 1B HAS ALREADY BEEN CARRIED AT THE GM AND THE ADJOURNED GM IS ONLY TO CONSIDER RESOLUTION 2.

The General Meeting shall reconvene at the following time:

Date & Time: Friday, 11 January 2008 at 10.30am (WADST) Location: Suite 3, Level 4 Southshore Centre 85 The Esplanade, South Perth WA 6151

Yours faithfully Central Petroleum Limited

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John Heugh Managing Director

CENTRAL PETROLEUM LIMITED (ABN 72 083 254 308)

PROXIES PROXY FORM

GENERAL MEETING 21[st] December 2007

The Directors Central Petroleum Limited PO Box 197 South Perth Western Australia 6951

I/We ................................................................................................................................ of ..................................................................................................................................... being a member(s) of Central Petroleum Limited hereby appoint ......................................................................................................................................... of ..................................................................................................................................... or failing him .................................................................................................................... of .....................................................................................................................................

or if no person is named, the Chairman of the meeting as my/our proxy to vote for me/us and on my/our behalf at the GENERAL MEETING of the members of the Company to be held on the 21[st] December 2007 and at any adjournment thereof in the manner indicated below or in the absence of indication as he thinks fit or abstain from voting.

The Chair intends to vote all undirected proxies in favour of all resolutions.

If the Chair of the meeting is appointed as your proxy, or may be appointed by default and you do not wish to direct your proxy how to vote as your proxy in respect of a resolution, please place a mark in the box.

• By marking this box, you acknowledge that the Chair of the meeting may exercise your proxy even if he has an interest in the outcome of the resolution/s and that votes cast by the Chair of the meeting for those resolutions other than as proxy holder will be disregarded because of that interest.

• If you do not mark this box, and you have not directed your proxy how to vote, the Chair will not cast your votes on the resolution and your votes will not be counted in calculating the required majority if a poll is called on the resolution.

1A. To issue Bonds to the Subscriber 1B. To issue Bonds to the Subscriber 2. To issue Shares to MPS Staff Super Fund Pty Ltd

For	AgainstAbstain	AgainstAbstain
For	AgainstAbstain
For	AgainstAbstain

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CENTRAL PETROLEUM LIMITED

(ABN 72 083 254 308)

If two proxies are being appointed, the proportion of voting rights this proxy is appointed to represent is: ...................

Dated this ................................ day of ......................................2007

Signature of member ..............................................................................................

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