CENTRAL PETROLEUM LIMITED — Proxy Solicitation & Information Statement 2011

Sep 22, 2011

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ASX ANNOUNCEMENT

ASX CODE: CTP

23 September 2011

TO: The Manager, Company Announcements ASX Limited

CONTACT: John Heugh +61 8 9474 1444

Notice of General Meeting of Shareholders

Central Petroleum Ltd (Central) (ASX:CTP) attaches the Notice of a General Meeting provided to shareholders to be held at :

Esplanade River Suites 112 Melville Parade Como Western Australia

On 21 October 2011 at 2:30 pm (WST)

The meeting is held for the purpose of transacting the business as outlined in the attached Notice of Meeting and Explanatory Memorandum. A pre-addressed Proxy Form has been included with the Notice of Meeting.

If you have any questions regarding how to vote and lodging of proxies do not hesitate to contact the Company’s Share Registry, Computershare Investor Services Pty Ltd on 1300 850 505.

John Heugh

Managing Director Central Petroleum Limited

For further information contact:

John Heugh Tel: +61 8 9474 1444

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CENTRAL PETROLEUM LIMITED ACN 083 254 308

NOTICE OF GENERAL MEETING

TIME : 2:30 pm (WST) DATE : Friday, 21 October 2011 PLACE : Esplanade River Suites 112 Melville Parade Como, Western Australia

This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on (+61 8)9474 1444.

CONTENTS PAGE

Notice of General Meeting (setting out the proposed resolutions)	3
Explanatory Statement (explaining the proposed resolutions)	5
Glossary	8
Proxy Form	9
TIME AND PLACE OF MEETING AND HOW TO VOTE

VENUE

The general meeting of the Shareholders to which this Notice of Meeting relates will be held at 2:30 pm (WST) on Friday, 21 October 2011 at:

Esplanade River Suites Melville Parade Como, Western Australia

YOUR VOTE IS IMPORTANT

The business of the General Meeting affects your shareholding and your vote is important.

VOTING IN PERSON

To vote in person, attend the General Meeting on the date and at the place set out above.

VOTING BY PROXY

Voting by proxy can be completed in one of the following ways:

• (a) Online: at www.investorvote.com.au

• (b) By mail: complete and sign the enclosed Proxy Form and return to:

• Computershare Investor Services Pty Limited

• GPO Box 242, Melbourne Vic 3001 Australia

• (c) By fax: complete and sign the enclosed Proxy Form and fax to:

• Inside Australia 1800 783 447 Outside Australia +61 3 9473 2555

• (d) Custodian voting – for Intermediary Online subscribers only (custodians) visit www.intermediaryonline.com to submit your voting intentions.

Votes must be received not later than 2.30pm (WST) on 19 October 2011.

Proxy Forms received later than this time will be invalid.

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NOTICE OF GENERAL MEETING

Notice is given that the general meeting of Shareholders will be held at 2.30 pm (WST) on Friday, 21 October 2011 at the Esplanade River Suites, Melville Parade, Como, Western Australia.

The Explanatory Statement provides additional information on matters to be considered at the General Meeting. The Explanatory Statement and the Proxy Form are part of this Notice of 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 General Meeting are those who are registered Shareholders of the Company at 7.00pm (Sydney time) on 19 October 2011.

Terms and abbreviations used in this Notice of Meeting are defined in the Glossary.

AGENDA

1. RESOLUTION 1 – RATIFICATION OF PLACEMENT OF SHARES

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, for the purpose of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the allotment and issue of 91,000,000 Shares at 5.5 cents per Share on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast on this Resolution by a person who participated in the issue and any of their associates. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote in accordance with the directions on the Proxy Form or it is cast by the 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.

2. RESOLUTION 2 – APPROVAL TO ISSUE SHARES PURSUANT TO UNDERWRITING OF SHARE PURCHASE PLAN

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, for the purpose of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Directors to allot and issue up to 100,000,000 Shares at 5.5 cents per Share pursuant to the terms and conditions of the Underwriting Agreement and otherwise on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast on this Resolution by any person who may participate in the proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, and any associates of those persons. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote in accordance with the directions on the Proxy Form or it is cast by the 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.

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3. RESOLUTION 3 – APPROVAL TO ISSUE OPTIONS PURSUANT TO UNDERWRITING OF SHARE PURCHASE PLAN

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, for the purpose of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Directors to allot and issue 28,571,430 options pursuant to the terms and conditions of the Underwriting Agreement and otherwise on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast on this Resolution by any person who may participate in the proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, and any associates of those persons. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote in accordance with the directions on the Proxy Form or it is cast by the 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.

DATED: 16 SEPTEMBER 2011

BY ORDER OF THE BOARD

DANIEL WHITE COMPANY SECRETARY

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EXPLANATORY STATEMENT

This Explanatory Statement has been prepared for the information of the Shareholders in connection with the business to be conducted at the General Meeting to be held at 2.30 pm (WST) on Friday 21 October 2011 at the Esplanade River Suites, Melville Parade, Como, Western Australia.

This purpose of this Explanatory Statement is to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions in the Notice of Meeting.

1. RESOLUTION 1 – RATIFICATION OF PLACEMENT OF SHARES

1.1 Background

On 15 September 2011, the Company announced to ASX that it had entered into a mandate with Patersons Securities Limited ( Patersons ) to place 91,000,000 Shares at 5.5 cents per Share to raise approximately $5 million ( Placement ).

Prior to the date of the General Meeting, it is intended that the Company will issue the 91,000,000 Shares ( Placement Shares ). Resolution 1 therefore seeks the approval of Shareholders to ratify the issue of the Placement Shares.

ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more equity securities during any 12 month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period.

ASX Listing Rule 7.4 sets out an exception to ASX Listing Rule 7.1. It provides that where a company in general meeting ratifies the previous issue of securities made pursuant to ASX Listing Rule 7.1 (and provided that the previous issue did not breach ASX Listing Rule 7.1) those securities will be deemed to have been made with shareholder approval for the purpose of ASX Listing Rule 7.1. The Company confirms that the issue of Placement Shares the subject of Resolution 1 will not breach Listing Rule 7.1.

By ratifying the Placement issue, the Company will retain the flexibility to issue equity securities in the future up to the 15% annual placement capacity set out in ASX Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.

1.2 Technical information required for ASX Listing Rules 7.4

Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to Resolution 1:

• (a) No Shares have yet been issued or allotted, however it is intended that prior to the General meeting 91,000,000 Placement Shares will be issued and allotted;

• (b) the issue price of the Placement Shares issued will be 5.5 cents per Share, to raise a total of $5,005,000;

• (c) the Placement Shares issued will all be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;

• (d) none of the subscribers for the Placement Shares will be related parties of the Company;

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• (e) the Placement Shares will be allotted and issued to a number of sophisticated and professional investor clients of Patersons Securities Limited pursuant to Section 708 of the Corporations Act; and

• (f) the funds raised from this issue will be used to fund the progress of the Company’s drilling strategy, pay for the costs of the issue and for general working capital purposes.

2. RESOLUTION 2 – APPROVAL TO ISSUE SHARES PURSUANT TO UNDERWRITING OF SHARE PURCHASE PLAN

2.1 Background

On 15 September 2011 the Company announced that, together with the Placement referred to at Section 1.1 above, it would be undertaking a share purchase plan to offer Shareholders the right to subscribe for additional Shares in the Company ( Share Purchase Plan ). The total amount that may be raised under the Share Purchase Plan is $5,500,000. The Placement and Share Purchase Plan Shares are offered at the same price. The Company has the ability (but not the obligation) to take oversubscriptions.

The Company has entered into a conditional underwriting agreement with Patersons whereby Patersons has agreed to underwrite the Share Purchase Plan to ensure that the Company raises the full $5,500,000 under the Share Purchase Plan. For the reasons outlined in Section 2.2 below, the Underwriting Agreement is conditional upon Shareholders approving Resolution 1.

2.2 ASX Listing Rules

A summary of the requirements of ASX Listing Rule 7.1 is outlined in Section 1.1 above.

Listing Rule 7.2, Exception 15 provides an exception to the requirement to seek Shareholder approval for the issue of Shares where the Company undertakes a security purchase plan, such as the Share Purchase Plan. In order to comply with the exception in Listing Rule 7.2:

• (a) the security purchase plan must comply with ASIC Class Order 09/425;

• (b) the number of shares to be issued under the security purchase plan must not exceed 30% of the number of fully paid ordinary shares already on issue; and

• (c) the issue price for shares under the security purchase plan must be at least 80% of the average market price for securities in that class calculated over the last 5 days on which sales in the securities were recorded either before the day on which the issue was announced or before the day on which the issue is made.

The Share Purchase Plan to be undertaken by the Company complies with the requirements of Listing Rule 7.2, Exception 15. However, Exception 15 does not apply to Shares issued to an underwriter of the Share Purchase Plan.

Accordingly, the approval of Shareholders is required to enable the Company to issue any Shares to Patersons or any of its sub-underwriters not subscribed for by Shareholders under the Share Purchase Plan.

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2.3 Total number of Shares to be issued

The Company is seeking the approval of Shareholders to enable it to issue up to 100,000,000 Shares to Patersons or its sub-underwriters, as this is the maximum number of Shares that the Company will be seeking to issue under the Share Purchase Plan and the for which Patersons has agreed to underwrite.

However, the Company will only issue that number of Shares to Patersons or its subunderwriters that equals the number of Shares not subscribed for under the Share Purchase Plan.

The Directors consider it unlikely that no Shareholder would subscribe for their allocation under the Share Purchase Plan, and the Directors encourage all Shareholders to consider subscribing for new Shares under the Share Purchase Plan consistent with their overall investment strategy. Therefore, the Directors consider it unlikely that they would issue all 100,000,000 Shares to Patersons or its subunderwriters, and it is possible, if all Shareholders subscribed under the Share Purchase Plan, that none of the 100,000,000 Shares under this Resolution 2 would be issued.

None of the subscribers pursuant to this issue will be related parties of the Company.

By approving the issue the Company will retain the flexibility to issue equity securities in the future up to the 15% annual placement capacity set out in ASX Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.

2.4 Technical information required for ASX Listing Rule 7.1

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to Resolution 2:

• (a) the maximum number of Shares to be issued is 100,000,000 Shares;

• (b) the Shares will be issued no later than 3 months after the date of the Meeting and it is intended that allotment will occur on the same date;

• (c) the issue price will be 5.5 cents per Share, being the price at which the Shares are being offered under the Share Purchase Plan;

• (d) the Shares will be allotted and issued pursuant to the terms and conditions of the Underwriting Agreement between the Company and Patersons to either Patersons or its sub-underwriters. All subscribers will be subscribers that comply with Section 708 of the Corporations Act;

• (e) none of the subscribers will be related parties of the Company;

• (f) the Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares; and

• (g) the funds raised from this issue will be used to fund the progress of the Company’s drilling strategy, pay for the costs of the issue and for general working capital purposes.

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3. RESOLUTION 3 – APPROVAL TO ISSUE OPTIONS PURSUANT TO UNDERWRITING OF SHARE PURCHASE PLAN

3.1 Background

In the conditional underwriting agreement with Patersons referred to at Clause 2.1 above, Patersons has agreed to underwrite the Share Purchase Plan to ensure that the Company raises the full $5,500,000.

It is a term of the Underwriting Agreement that the Company issue to Patersons 28,571,430 listed Options ( Options ) to be distributed to Patersons and its subunderwriters as part of the underwriting fee.

None of the subscribers pursuant to this option issue will be related parties of the Company.

The Options will be issued for nil consideration. The Options are exercisable at 16 cents each on or before 31 March 2014.

Therefore, Resolution 3 seeks Shareholder approval pursuant to ASX Listing Rule 7.1 for the issue of the Options as part of the underwriting fee.

ASX Listing Rules

A summary of the requirements of ASX Listing Rule 7.1 are outlined in Section 1.1 above.

By approving the issue the Company will retain the flexibility to issue equity securities in the future up to the 15% annual placement capacity set out in ASX Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.

3.2 Technical information required for ASX Listing Rule 7.1

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to Resolution 3:

• (a) the number of Options to be issued is 28,571,430;

• (b) the Options will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is intended that allotment will occur on the same date;

• (c) the Options will be issued for nil consideration as part consideration under the Underwriting Agreement;

• (d) the Options will be allotted and issued pursuant to the terms and conditions of the Underwriting Agreement between the Company and Patersons to either Patersons or its sub-underwriters. All subscribers will be subscribers that comply with Section 708 of the Corporations Act;

• (e) none of the subscribers will be related parties of the Company;

• (f) the Options issued will be on the same terms and conditions as the Company’s existing listed (quoted CTPO) options The full terms of the Options are outlined in Annexure A to this Notice. Where the Options are exercised, the Shares issued will rank equally with the existing Shares on issue in the Company; and

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• (g) no funds will be raised from the issue of the Options as they will be issued pursuant to the Underwriting Agreement as part consideration for Patersons underwriting the Share Purchase Plan.

4. ENQUIRIES

Shareholders are requested to contact Daniel White or Bruce Elsholz on (+ 61 8) 9474 1444 if they have any queries in respect of the matters set out in these documents.

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GLOSSARY

$ means Australian dollars.

ASIC means the Australian Securities and Investments Commission.

ASX means ASX Limited.

ASX Listing Rules or Listing Rule means the Listing Rules of ASX.

Board means the current board of directors of the Company.

Business Day means Monday to Friday inclusive, except New Year’s Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that ASX declares is not a business day.

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 of Meeting.

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

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

Patersons means Patersons Securities Limited (ACN 008 896 311).

Proxy Form means the proxy form accompanying the Notice.

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.

Share Purchase Plan means a share purchase plan to be undertaken by the Company in compliance with ASIC Class Order 09/425.

Underwriting Agreement means the underwriting agreement between the Company and Patersons.

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

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A N N E X U R E A - T E R M S A N D C O N D I T I O N S O F O P T I O N S E X P I R I N G 3 1 M A R C H 2 0 1 4

• (a) Each New Option entitles the holder to subscribe for 1 Share at a subscription price of $0.16 cents per Share.

• (b) The New Options are exercisable at any time on or prior to 5:00 pm (WST) on 31 March 2014 by completing an option exercise form and delivering it to the Company's Share Registry together with payment for the number of Shares in respect of which the New Options are exercised.

• (c) Shares will be issued not more than 10 business days after receipt of a properly executed option exercise form together with payment for the number of Shares in respect of which the New Options are exercised.

• (d) Subject to the Corporations Act, the ASX Listing Rules and the Company's constitution, the Company will apply to ASX for the New Options to be admitted to quotation.

• (e) Subject to the Corporations Act, the ASX Listing Rules and the Company's constitution, the New Options may be transferred at any time in whole or part.

• (f) The New Options held by each optionholder may be exercised in whole or in part, but if exercised in part, multiples of 1,000 New Options must be exercised on each occasion. Where less than 1,000 New Options are held, all New Options must be exercised together.

• (g) All Shares issued upon exercise of the New Options will rank equally in all respects with the Company's then existing Shares. The Company will apply to ASX for the Shares issued upon exercise of the New Options to be admitted to quotation not later than 3 business days after their date of issue.

• (h) Holders of New Options may only participate in new issues of securities to Shareholders if a New Option has been exercised and a Share issued in respect of that New Option before the record date for determining entitlements to the new issue. The Company must give holders of New Options notice at least 9 business days before the record date for any new issue for determining entitlements to that issue in accordance with the ASX Listing Rules.

• (i) There will be no change to the exercise price of a New Option or the number of Shares over which a New Option is exercisable in the event of the Company making a pro rata issue of Shares or other securities to holders of Shares (including a bonus issue).

• (j) If, prior to the expiry of the New Options, there is a reorganisation of the issued capital of the Company, the New Options are to be treated in the manner set out in the ASX Listing Rules applying to reorganisations at that time.

• (k) The Company must give holders of New Options a notice including all of the details required by the ASX Listing Rules at least 20 business days before the expiry date of 31 March 2014.

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Lodge your vote:

 Online:

www.investorvote.com.au

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



By Mail:

Computershare Investor Services Pty Limited GPO Box 242 Melbourne Victoria 3001 Australia

Alternatively you can fax your form to (within Australia) 1800 783 447 (outside Australia) +61 3 9473 2555

For Intermediary Online subscribers only (custodians) www.intermediaryonline.com

For all enquiries call:

(within Australia) 1300 850 505 (outside Australia) +61 3 9415 4000

Proxy Form



Vote online, 24 hours a day, 7 days a week:

www.investorvote.com.au

Your secure access information is:

Cast your proxy vote

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 2.30pm (WST) Wednesday 19 October 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/i

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

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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 of the meeting

OR

 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 General Meeting of Central Petroleum Limited to be held at Esplanade River Suites, 112 Melville Parade, Como, Western Australia on Friday, 21 October 2011 at 2.30pm (WST) and at any adjournment of that meeting.

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.

			For	Again	st Abstain
Resolution	1	Ratification of Placement of Shares
Resolution	2	Approval to Issue Shares Pursuant to Underwriting of Share Purchase Plan
Resolution	3	Approval to Issue Options Pursuant to Underwriting of Share Purchase Plan

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

SIGN

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

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