CENTRAL PETROLEUM LIMITED — Proxy Solicitation & Information Statement 2012

May 20, 2012

CENTRAL PETROLEUM LIMITED ACN 083 254 308

NOTICE OF GENERAL MEETING

TIME : 12.00 noon (WST) DATE : 22 June 2012 PLACE : Duxton Hotel Perth No. 1 St George's Terrace Perth, 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) 6 Explanatory Statement (explaining the proposed resolutions) 7 Glossary 15 Schedule 1 – Reasons for Removal of John Heugh as a Director – Resolution 2 16 Voting Form Enclosed

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 12.00 noon (WST) on 22 June 2012 at:

Duxton Hotel Perth

No. 1 St George's Terrace Perth, Western Australia

YOUR VOTE IS IMPORTANT

The business of the General Meeting affects your shareholding the outcome may well have a high impact on the future of your Company and we encourage you to read this document carefully 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 Voting Form and return to: Computershare Investor Services Pty Limited GPO Box 242 Melbourne Vic 3001 Australia (c) By fax: complete and sign the enclosed Voting Form and fax to: Inside Australia: 1800 783 447 Outside Australia: +61 3 9473 2555

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• (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 12.00 noon (WST) on 20 June 2012.

Voting Forms received later than this time will be invalid.

In accordance with section 249L of the Corporations Act, members are advised that:

• each member has a right to appoint a proxy;

• the proxy need not be a member of the Company; and

• a member who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the member appoints 2 proxies and the appointment does not specify the proportion or number of the member’s votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes.

New sections 250BB and 250BC of the Corporations Act came into effect on 1 August 2011 and apply to voting by proxy on or after that date. Shareholders and their proxies should be aware of these changes to the Corporations Act, as they will apply to this General Meeting. Broadly, the changes mean that:

• if proxy holders vote, they must cast all directed proxies as directed; and

• any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.

Further details on these changes is set out below.

Proxy vote if appointment specifies way to vote

Section 250BB(1) of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote on a particular resolution and, if it does :

• the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (i.e. as directed); and

• if the proxy has 2 or more appointments that specify different ways to vote on the resolution – the proxy must not vote on a show of hands; and

• if the proxy is the chair of the meeting at which the resolution is voted on – the proxy must vote on a poll, and must vote that way (i.e. as directed); and

• if the proxy is not the chair – the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (i.e. as directed).

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Transfer of non-chair proxy to chair in certain circumstances

Section 250BC of the Corporations Act provides that, if:

• an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the Company's members; and

• the appointed proxy is not the chair of the meeting; and

• at the meeting, a poll is duly demanded on the resolution; and

• either of the following applies:

• the proxy is not recorded as attending the meeting;

• the proxy does not vote on the resolution,

the chair of the meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at the meeting.

If you have submitted a Voting Form for the General Meeting to be held at 2pm on 22 June 2012, YOU SHOULD ALSO COMPLETE the Voting Form attached to this Notice, or submit your vote at the website outlined above, to ensure that your vote is counted at this General Meeting.

If you have lodged a Voting Form for the meeting to be held at 2pm on 22 June 2012 and as a result of this Notice of Meeting you wish to change your vote, please contact the Company Secretary on +61 (0)8 9474 1444 and the Company will arrange for a new Voting Form to be sent to you, alternatively you can log on to www.investorvote.com.au and follow the instructions to update your vote.

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BOARD RECOMMENDATION ON HOW TO VOTE

The Board (excluding Mr John Heugh) recommends the Freestone proposal (which includes the appointment of Mr Richard Cottee as Director and CEO) as being in the best interests of the Company.

The Freestone proposal, including the appointment of Mr Richard Cottee, is conditional upon the Resolutions at BOTH meetings being voted in accordance with the following recommendations of the Board (excluding Mr John Heugh), except where mentioned otherwise.

This 12.00 noon General Meeting

This 12.00 noon General Meeting
Resolution number	How to Vote
Resolution 1– Re-Election of Director – Mr Andrew Philip Whittle	FOR
Resolution 2– Removal of Director (Mr John Phillip Heugh) and Appointment of Director (Mr Richard Ian Cottee)	FOR
Resolution 3– Appointment of Director – Mr Michael Ray Herrington	FOR
Resolution 4– Appointment of Director – Mr Wrixon Frank Gasteen	FOR

The immediately following 2.00pm General Meeting

Resolution number	How to Vote
Resolution 1- Ratification of Prior Issue of Shares - February Placement (Note:the Freestone Proposal, including the appointment of Mr Richard Cottee, is not conditional upon this resolution being passed)	FOR
Resolution 2- Ratification of Prior Issue of Shares - April Placement (Note:the Freestone Proposal, including the appointment of Mr Richard Cottee, is not conditional upon this resolution being passed)	FOR
Resolution 3- Approval for Placement of Options_(Note:the Freestone_ Proposal, including the appointment of Mr Richard Cottee, is not conditional upon this resolution being passed)	FOR
Resolution 4- Re-election of Director - Mr Andrew Philip Whittle*	FOR
Resolution 5- Re-election of Director - Mr Bruce William Elsholz*	FOR
Resolution 6- Removal of Director - Mr John Phillip Heugh*	FOR
Resolution 7- Appointment of Director - Mr Simon Philis	AGAINST
Resolution 8- Appointment of Director - Mr Colin Robert Goodall	AGAINST
Resolution 9- Appointment of Director - Mr Peter Cockcroft	AGAINST
Resolution 10- Removal of Director - Mr William John Dunmore	AGAINST

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Resolution 11- Removal of Director - Mr Richard Waddy Faull	AGAINST
Resolution 12- Removal of Director - Dr Henry Jan Askin	AGAINST

• It is the Chairman’s proposal that these Resolutions be withdrawn at the 2pm Meeting on the basis that Shareholders will have considered and dealt with the business of these Resolutions at the 12pm General Meeting.

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NOTICE OF GENERAL MEETING

Notice is given that the general meeting of Shareholders will be held at 12.00 noon (WST) on 22 June 2012 at Duxton Hotel Perth, No. 1 St George's Terrace, Perth, Western Australia.

The Explanatory Statement provides additional information on matters to be considered at the General Meeting. The Explanatory Statement and the Voting 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 20 June 2012. Terms and abbreviations used in this Notice of Meeting are defined in the Glossary. AGENDA

1. RESOLUTION 1 – RE-ELECTION OF DIRECTOR – MR ANDREW PHILIP WHITTLE

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

“That, for the purpose of clause 13.4 of the Constitution and for all other purposes, Andrew Philip Whittle, a Director who was appointed on 25 April 2012, retires, and being eligible, is re-elected as a Director.”

2. RESOLUTION 2 – REMOVAL OF DIRECTOR (MR JOHN PHILLIP HEUGH) AND APPOINTMENT OF DIRECTOR (MR RICHARD IAN COTTEE)

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

“That John Phillip Heugh be removed as a Director of the Company and Richard Ian Cottee be appointed a Director of the Company in his place, with immediate effect.”

3. RESOLUTION 3 – APPOINTMENT OF DIRECTOR – MR MICHAEL RAY HERRINGTON

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

“That Michael Ray Herrington be appointed as a Director of the Company with immediate effect.”

4. RESOLUTION 4 – APPOINTMENT OF DIRECTOR – MR WRIXON FRANK GASTEEN

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

“That Wrixon Frank Gasteen be appointed as a Director of the Company with immediate effect.”

DATED: 16 MAY 2012

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 12.00 noon (WST) on 22 June 2012 at the Duxton Hotel Perth, No. 1 St George's Terrace, Perth. 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.

Resolutions 1 to 4

Any statements contained in this Explanatory Statement relating to Resolutions 1 to 4, or any Schedule thereto, have been prepared by their indicated authors, and not by the Company.

A purpose of those statements is to provide shareholders with information that certain Directors of the Company believe to be material to Shareholders in deciding whether to vote for or against Resolutions 1 to 4. The Company makes no comment on any of those statements relating to Resolutions 1 to 4 and whether or not they individually or collectively give all the information necessary to enable Shareholders to determine how to vote on all or any of those Resolutions.

REASON FOR TWO GENERAL MEETINGS AND EFFECT OF TWO GENERAL MEETINGS

A. Reason for two general meetings

On 11 May 2012, the Company despatched to Shareholders a Notice of General Meeting, convening a Shareholder meeting for 2.00pm on Friday, 22 June 2012 ( 2pm Meeting ). The convening of this general meeting was in response to a requisition notice received by the Company from various Shareholders holding greater than 5% of the voting Shares in the Company ( Requisitioning Shareholders ) pursuant to Section 249D of the Corporations Act.

In addition to the resolutions required to be put to Shareholders as received from the Requisitioning Shareholders, the Notice of General Meeting for the 2pm Meeting also contained additional resolutions that the Directors considered needed to be put to Shareholders relating to the ratification of previous placements, approval for a future Option issue, the re-election of recently appointed Directors and the removal of Mr John Heugh as a Director.

Subsequent to the despatch of that Notice of Meeting for the 2pm Meeting, the Company has entered into a binding conditional agreement with Freestone Energy Partners Pty Ltd ( Freestone ) pursuant to which Mr Richard Cottee will be appointed as Director and Chief Executive Officer of the Company, subject to Shareholder approval and the approval of a number of other resolutions as described in this document. Shareholders will be asked to approve a related options package at a further General Meeting to be called early June 2012. The options package will be subject to the review of an independent expert and its approval is a condition of the Freestone proposal proceeding. Shareholders will receive details of the option package prior to the General Meeting of 22 June 2012.

The Directors consider that this is a significant development for the Company, and considers that these resolutions should be considered by Shareholders as soon as possible.

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Given that the Notice of Meeting for the 2pm Meeting had already been despatched, the Directors have resolved to call the General Meeting to which this Notice relates to be held prior to the 2pm Meeting.

Both this 12.00 noon Meeting and the 2pm Meeting will proceed on 22 June 2012.

B. Effect of two general meetings

The effect of convening this additional Meeting is that the Company is required, under its Constitution to bring forward certain Resolutions, specifically in relation to the re-election of Andrew Whittle. Clause 13.4 of the Constitution allows the Directors to appoint at any time a person to be a Director as an addition to the existing Directors, but only where the total number of Directors does not at any time exceed the maximum number specified by the Constitution.

Any Director so appointed holds office only until the next following general meeting and is then eligible for re-election.

Given that this General Meeting is now the next following general meeting to be held since Andrew Whittle’s appointment as a Director on 25 April 2012, the approval for his re-election is being brought forward to this Meeting.

Mr Bruce Elsholz, who was also appointed as a Director on 25 April 2012, has indicated his intention to step down as a Director to make way for the new proposed director, Mr Herrington to be appointed pursuant to Resolution 3.

In addition, subject to Resolutions 3 and 4 being passed, Mr Richard Faull has indicated that he is prepared to step down as a Director to make way for the proposed new Director, Mr Gasteen, to be appointed pursuant to Resolution 4.

Given the Resolutions being considered at this General Meeting, the Chairman intends to move a motion at the 2pm Meeting to withdraw Resolutions 4, 5 and 6 from the 2pm Meeting, on the basis that the subject matter of those Resolutions will have already been considered by Shareholders, and dealt with, at this General Meeting.

C. Important information regarding the Board majority recommended Freestone Proposal

The Board majority recommended Freestone Proposal, which was announced by the Company on 15 May 2012, pursuant to which Messrs Cottee, Herrington and Gasteen have made themselves available for appointment as Directors of the Company pursuant to this Notice of Meeting, is subject to the resolutions proposed by the Requisitioning Shareholders not being passed at the 2pm Meeting.

Accordingly, if Resolutions 2, 3 and 4 of this Notice of Meeting are passed, but Shareholders also approve any of Resolutions 7 to 12 (inclusive) at the 2pm Meeting, Messrs Cottee, Herrington and Gasteen have indicated that they intend to resign as Directors, and the proposal for the ongoing development of the Company proposed by Freestone will not proceed.

Shareholders who are unsure as to how to vote to ensure that the Board majority recommended Freestone Proposal is implemented are urged to vote in accordance with the majority recommendation of the Directors on each Resolution at this General Meeting and at the 2pm Meeting.

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1. RESOLUTION 1 – RE-ELECTION OF DIRECTOR – MR ANDREW PHILIP WHITTLE

1.1 General

Mr Whittle was appointed a Director by the Board on 25 April 2012.

A summary of the requirements of clause 13.4 of the Constitution is outlined in Section B above.

Mr Whittle will retire in accordance with clause 13.4 of the Constitution and being eligible seeks re-election.

1.2 Background on Andrew Philip (Andy) Whittle

Andrew Philip (Andy) Whittle holds a Bachelor of Science degree with First Class Honours in Geology from the University of Adelaide.

Andy has over 42 years of technical and managerial experience in the petroleum exploration and production industry and is deemed an expert in the Otway Basin that was the subject of his Thesis and in other worldwide exploration with a focus on South East Asia/Australia. His experience includes over 21 years with several affiliates of Exxon Corporation in Australia, Singapore, Malaysia, Canada and the US, finally in the position of Geological Manager of Esso Australia. Thereafter, he was Exploration Manager for five years with GFE Resources Ltd, Australia. He has over 15 years experience through PetroVal Australasia Pty Ltd, of which he is a founding Director, and his private consulting company Sheristowe Pty Ltd, in preparing independent technical reports and in evaluating exploration and production assets and providing valuations, and expert opinions for a range of clients. He was closely involved in the exploration that led to the identification and discovery of the Thylacine gas field in the Otway Basin and in promoting Pexco into Indonesian deepwater exploration. He is also a member of the American Association of Petroleum Geologists, the Society of Professional Well Log Analysts and the Petroleum Exploration Society of Australia.

He was appointed a Director of ASX listed Bass Strait Oil Ltd in 2011 and a Director of Bumi Armada Sdn Bhd, a major offshore service company which listed in Malaysia in mid 2011.

1.3 Statement from the Board (excluding Mr John Heugh)

Mr Whittle brings a wealth of technical experience spanning over 40 years to the Company’s board. He has been directly responsible for the selection and implementation of exploration strategies leading to the discovery of a number of oil and gas fields, including the giant Thylacine gas field in the Otway Basin. Mr Whittle is also experienced in asset valuations and in negotiating with host governments for permit awards.

1.4 Directors’ recommendations

• (a) Dr Henry Askin recommends that Shareholders VOTE IN FAVOUR of Resolution 1 for the reasons set out in sections 1.1 and 1.3 of this Explanatory Statement;

• (b) Mr William Dunmore recommends that Shareholders VOTE IN FAVOUR of Resolution 1 for the reasons set out in sections 1.1 and 1.3 of this Explanatory Statement;

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• (c) Mr Richard Faull recommends that Shareholders VOTE IN FAVOUR of Resolution 1 for the reasons set out in sections 1.1 and 1.3 of this Explanatory Statement;

• (d) Mr Andrew Whittle recommends that Shareholders VOTE IN FAVOUR of Resolution 1 for the reasons set out in sections 1.1 and 1.3 of this Explanatory Statement;

• (e) Mr Bruce Elsholz recommends that Shareholders VOTE IN FAVOUR of Resolution 1 for the reasons set out in sections 1.1 and 1.3 of this Explanatory Statement; and

• (f) Mr John Heugh recommends that Shareholders DO NOT VOTE IN FAVOUR of Resolution 1.

2. RESOLUTION 2 – REMOVAL OF DIRECTOR (MR JOHN PHILLIP HEUGH) AND APPOINTMENT OF DIRECTOR (MR RICHARD IAN COTTEE)

2.1 General

On 11 April 2012, the Company announced to ASX that the Directors intended to move a resolution at a general meeting of Shareholders to remove John Phillip Heugh as a Director of the Company.

Resolution 2 therefore is put to Shareholders to consider the removal of John Phillip Heugh as a Director of the Company.

Pursuant to Section 203D of the Corporations Act, a public company may by resolution remove a director from office regardless of any provision in that company’s constitution or any agreement between the director and the company.

As announced by the Company on 15 May 2012, Mr Richard Cottee is to be appointed as CEO and Director of the Company, subject to Shareholder approval. Refer to Section C above for further information on Mr Cottee’s election.

2.2 Background on Richard Cottee

Richard Cottee (BA/LLB (Hons) Qld) is a prominent figure in the Australian oil and gas industry having taken QGC from an early stage explorer to a major nonconventional gas supplier sold to BG Group for $5.7 billion. Mr Cottee is also currently non-executive Chairman of Austin Exploration Limited and is a principal in Freestone.

Mr Cottee brings renowned international energy experience with an outstanding reputation for driving company market development. An attorney, Mr. Cottee has also served as the director of marketing and sales for Cyprus Amax and then was named managing director of England, Wales, Scotland, Ireland and the Scandinavian and Norway regions for NRG Energy. Previously he worked with Santos Oil and Gas. He was also CEO of CS Energy Ltd, a Queensland Government owned electricity generator.

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2.3 Statement from Dr Henry Askin, Mr Richard Faull and Mr William Dunmore for the removal of Mr Heugh as a Director

A statement from Dr Henry Askin, Mr Richard Faull and Mr William Dunmore relating to Resolution 2 and the reasons to vote FOR the resolution for the removal of Mr Heugh as a Director is contained in Schedule 1.

2.4 Statement from the Directors (excluding Mr John Heugh) for the appointment of Mr Cottee as a Director

Mr Cottee has a proven record of success in growing an early-stage nonconventional gas exploration company into a $5.7b gas producer in QGC. Mr Cottee has strong commercial and legal experience. He led QGC through a series of takeovers which maximised shareholder value. Mr Cottee and Mr Michael Herrington (see Resolution 3) were the key partnership that delivered exploration to commercial development transition at QGC and they hold high credibility with institutions and brokers.

Members of the Board have conducted detailed discussions with Mr Cottee on his intended strategy for the Company and are satisfied that Mr Cottee would be a great asset for the development of the Company.

Mr Cottee is experienced in developing exploration assets into producing ones.

2.5 Directors’ recommendations

• (a) Dr Henry Askin recommends that Shareholders VOTE IN FAVOUR of Resolution 2 for the reasons set out in Schedule 1 and section 2.4 of this Explanatory Statement;

• (b) Mr William Dunmore recommends that Shareholders VOTE IN FAVOUR of Resolution 2 for the reasons set out in Schedule 1 and section 2.4 of this Explanatory Statement;

• (c) Mr Richard Faull recommends that Shareholders VOTE IN FAVOUR of Resolution 2 for the reasons set out in Schedule 1 and section 2.4 of this Explanatory Statement;

• (d) Mr Andrew Whittle recommends that Shareholders VOTE IN FAVOUR of Resolution 2 for the reasons set out in Schedule 1 and section 2.4 of this Explanatory Statement;

• (e) Mr Bruce Elsholz recommends that Shareholders VOTE IN FAVOUR of Resolution 2 for the reasons set out in Schedule 1 and section 2.4 of this Explanatory Statement;

• (f) Mr John Heugh recommends that Shareholders DO NOT VOTE IN FAVOUR of Resolution 2.

As at the date of this Notice of Meeting, Mr Heugh has elected not to make any statement in relation to this Resolution 2.

3. RESOLUTION 3 – APPOINTMENT OF DIRECTOR – MR MICHAEL RAY HERRINGTON

3.1 General

Resolution 3 is a resolution seeking the approval for the appointment of Michael Ray Herrington as a Director of the Company.

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Refer to Section C above for further information regarding Mr Herrington’s election.

3.2 Background on Michael Ray Herrington

Michael R. Herrington (BS (Engineering), University of Utah, 1976) was recently President Upstream for QGC, a BG Group Company, Managing Director for Jabiru Energy and previously was Managing Director for Enron Exploration Australia Pty Ltd. based in Queensland, Australia and Enron Oil & Gas China Ltd. based in Beijing, China. Mr. Herrington has more than 30 years of diversified petroleum industry experience, holds a BS degree in Civil Engineering from the University of Utah and is a registered Professional Engineer. He has set up operations in Spain, France, Australia as well as China. These efforts have been consistently results oriented and have been completed on time and under budget invoking state of the art technology and developing new concepts where necessary incorporating such diverse technologies as satellite imaging and drilling rig modifications. In particular he has managed efforts to establish coal bed methane recovery leases in Europe, Australia and Asia.

3.3 Statement from the Board (excluding Mr John Heugh)

Mr Michael Herrington has strong experience in oil and gas industry, particular non-conventional drilling, well development and the establishment of commercial scale projects. He has worked closely with Mr Cottee at QGC where they were the key partnership that delivered success in growing QGC from a struggling exploration company into a $5.7b gas producer. Mr Herrington’s role in the success of QGC is well recognised by institutions and brokers.

Mr Herrington has conducted extensive due diligence on the assets of the Company. Mr Herrington as a result has a sound understanding of the assets of the Company.

3.4 Directors’ recommendations

• (a) Dr Henry Askin recommends that Shareholders VOTE IN FAVOUR of Resolution 3 for the reasons set out in section 3.3 of this Explanatory Statement;

• (b) Mr William Dunmore recommends that Shareholders VOTE IN FAVOUR of Resolution 3 for the reasons set out in section 3.3 of this Explanatory Statement;

• (c) Mr Richard Faull recommends that Shareholders VOTE IN FAVOUR of Resolution 3 for the reasons set out in section 3.3 of this Explanatory Statement;

• (d) Mr Andrew Whittle recommends that Shareholders VOTE IN FAVOUR of Resolution 3 for the reasons set out in section 3.3 of this Explanatory Statement;

• (e) Mr Bruce Elsholz recommends that Shareholders VOTE IN FAVOUR of Resolution 3 for the reasons set out in section 3.3 of this Explanatory Statement; and

• (f) Mr John Heugh recommends that Shareholders DO NOT VOTE IN FAVOUR of Resolution 3.

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4. RESOLUTION 4 – APPOINTMENT OF DIRECTOR – MR WRIXON FRANK GASTEEN

4.1 General

Resolution 4 is a resolution seeking the approval for the appointment of Wrixon Frank Gasteen as a Director of the Company.

Refer to Section C above for further information on Mr Gasteen’s election.

4.2 Background on Wrixon Frank Gasteen

Wrixon Frank Gasteen (B.E.(Mining) Hons, Qld, MBA (Distinction), Geneva) is a Director and co-founder of Ikon Corporate (Singapore), established in 2007 to provide corporate advisory, capital raising and management consulting services. Mr Gasteen has a track record as a determined "turnaround" specialist, change agent and business developer. He was appointed Chairman of BCP Precast by the major shareholder, private equity firm NBC Capital in 2007 and took on the Executive Chairman/CEO role in July 2008 when the company fell into serious financial difficulty. He has undertaken long term management consulting projects for Rheem (Aust) 2006, Rinker China (2005) and WEM Civil (2005 - on going). Previously Mr Gasteen was Chief Executive Officer of Hong Leong Asia (HLA) where he presided over the transformation and rapid development of the company by both acquisition and organic growth, from a loss making South East Asian building materials company with S$300m in annual sales to S$2.2b in annual sales. He was also Director of Hong Leong Asia Limited (SGX) and Director of Tasek Corporation (cement) (KLSE). He was also Chairman and President of China Yuchai International (diesel engines) listed on the New York Stock Exchange (NYSE).

4.3 Statement from the Board (excluding Mr John Heugh)

The appointment of Mr Gasteen to the Board would provide a combination of formal technical engineering credentials, proven commercial acumen, corporate governance proficiency and broad director level public company experience.

Mr Gasteen’s proven executive experience as a turnaround expert together with experience as a company director, a focus on transparency and shareholder and market communications will add to the breadth of experience of this proposed rejuvenated board.

4.4 Directors’ recommendations

• (a) Dr Henry Askin recommends that Shareholders VOTE IN FAVOUR of Resolution 4 for the reasons set out in section 4.3 of this Explanatory Statement;

• (b) Mr William Dunmore recommends that Shareholders VOTE IN FAVOUR of Resolution 4 for the reasons set out in section 4.3 of this Explanatory Statement;

• (c) Mr Richard Faull recommends that Shareholders VOTE IN FAVOUR of Resolution 4 for the reasons set out in section 4.3 of this Explanatory Statement;

• (d) Mr Andrew Whittle recommends that Shareholders VOTE IN FAVOUR of Resolution 4 for the reasons set out in section 4.3 of this Explanatory Statement;

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• (e) Mr Bruce Elsholz recommends that Shareholders VOTE IN FAVOUR of Resolution 4 for the reasons set out in section 4.3 of this Explanatory Statement; and

• (f) Mr John Heugh recommends that Shareholders DO NOT VOTE IN FAVOUR of Resolution 4.

5. ENQUIRIES

Shareholders are requested to contact the Company Secretary 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 Voting Form.

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.

Voting Form means the voting and proxy form accompanying the Notice.

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

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SCHEDULE 1 – REASONS FOR VOTING FOR RESOLUTION 2-REMOVAL OF JOHN HEUGH AS A DIRECTOR

Dr Henry Askin, Mr. Richard Faull and Mr. William Dunmore provide the following statement in respect to the removal of John Phillip Heugh as a Director of the Company:

Relevant events

On 1 February 2012 (the day before a scheduled Board Meeting), technical discussions were held in the Company’s office in Perth. During that meeting, the Board noted that:

• the Company was significantly underfunded in relation to required exploration expenditure for the remainder of 2012;

• the Company was not in a position to fund an immediate second well on the Surprise discovery without placing unacceptable constraints on the working capital of the Company regardless of the relevant technical merits or otherwise of doing so;

• there had been a disappointing level of participation in the Share Purchase Plan which finally closed on 25 January 2012 after the successful flow testing of the Surprise discovery well (only 9% of shareholders responded, raising approximately $7.15 million, or 6%, of the possible total value of the offer); and

• by reason of these matters, urgent action was needed.

At the Board Meeting on 2 February 2012, it was proposed that:

• the Company needed to focus heavily on farmouts, that a fresh approach was essential and all areas should be considered, including the recent discovery area;

• A new industry standard Confidentiality Agreement should be adopted, since standstill provisions in the existing document, although previously supported, were generally unacceptable to the industry and since very few had signed provided no real protection against hostile acquisition;

• although we had previously wished to retain operatorship if at all possible, this could no longer be considered a priority; and

• the “fresh approach” should be the full responsibility of the Exploration Manager, Trevor Shortt, in consultation with a Farmout Committee consisting of two nonexecutive directors, William Dunmore and myself, which arrangement would also facilitate re-engagement with other companies who had previously declined.

Mr. Shortt holds a Master of Science Degree with a major in Geophysics from the University of Western Ontario and a Bachelor of Science Degree in Geology and Physics from the University of Toronto. He has over twenty years of petroleum exploration experience with a focus on unconventional resources and extensive experience in geology and geophysics.

In the Chairman's experience in the resources industry, which includes holding the position of Exploration Manager with Shell Australia, it is usual practice for the exploration manager to have authority and responsibility for farmout processes. The Chairman's experience in working with Mr. Shortt at Central Petroleum since 10 August 2011, and taking into account his experience in property and corporate acquisition packages, led the Chairman to form the opinion that Mr. Shortt would be thoroughly competent in performing the duties required of him in the farmout role.

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At the board meeting on 2 February 2012, Mr. Heugh opposed the suggestion that Mr. Shortt ought to have full responsibility for farmouts. Mr. Heugh noted that there had been one farmout offer on petroleum, and there had been no other appropriate deals put to the Company apart from coal deals.

The proposals described above were approved in proper resolutions by the Board on a majority vote, with Mr. Heugh voting against. The minutes of this board meeting record that Mr. Heugh stated that despite his opposition he agreed to co-operate with these new arrangements.

On 7 February 2012, the Chairman received an email from Mr. Heugh which was strongly critical of the Board’s decision using such words as “ perfidy of the board, unusual and bizarre actions, Trevor will not be able to manage, Trevor needs to consider this very seriously before advising exactly what he wants to do ,” and which was copied also to Mr. Shortt. Attached to this was a copy of a letter dated 4 February 2012 from Mr. Heugh to Mr. Shortt purportedly advising him of the Board’s decision to assign him the farmout responsibilities. However, rather than supporting the Board’s position, this letter was strongly critical of the farmout decision, emphasised the difficulties Mr. Shortt would face in managing these duties, and went so far as to solicit suggestions for alternative action.

On 8 February 2012, the Chairman was copied into an email from Mr. Shortt to the Board of Directors urging that Mr. Heugh be closely involved in all aspects of the farmout process.

On 9 February 2012, in a telephone conversation with Mr. Shortt, the Chairman was advised that this email was an attempt to ease the difficulties he was having with Mr. Heugh. Mr. Shortt said to the Chairman that his working relationship with Mr. Heugh was “untenable” and “beyond words”.

On 10 February 2012, the Chairman received an email from Mr. Shortt which stated as follows:

Further to our phone conversation yesterday, attached are the three emails that I received from John Heugh on Sat Feb 4th. They were accompanied by a phone call stating that while he had to caution me. He then said that it was part of his plan to show the board that I was too busy to take on farm out roles. He also stated that this caution could be withdrawn after the farm out business was over. These cautions were not discussed with me until the letter showed up.

Needless to say, I care deeply about my professional reputation and …

At that point, I threatened to resign. John then backed down and said "I will just have to think of something else then." He then said that he was "fighting for his life."

The three emails mentioned in Mr. Shortt's email were attached, together with a copy of a caution letter dated also 4 February 2012 as an attachment. Set out below is an extract from the text from one of the three emails sent by Mr. Heugh to Mr. Shortt on 4 February 2012:

Trevor, I have thought through this and believe that the matters therein should be brought to your attention. However, after we discuss this on my return, I am prepared to expunge this from your records if our discussion concludes that such a caution is not required. This is entirely a legitimate process. I warn you, I can withdraw it and expunge from all files. No other records have been kept apart from a soft copy on my desktop and nothing on the various other server hard drives. No other person has any knowledge of this. This is a discrete matter and

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not to be confused with any other communication or discussion that may be extant.

At the time that the Chairman received the email sent to him by Mr. Shortt (and its attachments), Mr. Heugh had never spoken to the Chairman about having any concerns or issues with Mr. Shortt’s performance, and in the Chairman's experience in working with Mr. Shortt, the Chairman/the Board has never had any issues with his performance.

The Chairman/the Board did not, and does not, believe that Mr. Shortt's performance in any way warranted the issue of a caution letter.

The Chairman informed Mr. Shortt that he had the full support of the Board (other than Mr. Heugh) in resolving the difficulties he was experiencing in working with Mr. Heugh. Mr. Shortt subsequently accepted the farmout duties. This was confirmed in an email from Mr. Shortt to the Board dated 14 February 2012.

On 17 February 2012, a Board Meeting was held in Perth, during which Mr. Heugh's conduct as described above was discussed. The majority of the board at the meeting considered that this conduct evidenced:

• (a) a refusal by Mr. Heugh to comply with a valid direction of the board in relation to the farmout decision; and

• (b) an attempt by Mr. Heugh to coerce Mr. Shortt to assist in this refusal.

Mr. Heugh did not attend the meeting. He had requested an adjournment for the stated reason of requiring time to seek legal advice. The Board did not agree to adjourn the meeting. In the event Mr. Heugh did not attend, but was represented by an alternate director appointed by him.

At the board meeting, it was resolved that Mr. Heugh's conduct amounted to a breach of clause 5.1 of Mr. Heugh’s employment agreement. That condition provides as follows:

5.1 The Executive will:

(a) assume and exercise the powers and perform the duties from time to time vested in or assigned to him by the Board or its nominee and will comply in all respects with the directions and regulations given or made by the Board, or its nominee;

It was further resolved that the above conduct amounted to a breach of Central Petroleum’s Code of Conduct.

The majority of the board also resolved at this meeting that Mr. Heugh, in accordance with the terms of his Employment Agreement, could remedy the breaches of the contract by providing:

• (a) a written assurance that he would, in future, comply fully with the requirements of Clause 5.1(a) of his Employment Agreement: and

• (b) a unconditional withdrawal of the 4 February 2012 caution letter and a full apology being provided to Mr. Shortt.

The Board decided upon the form of remedy described above after considering the nature of Mr. Heugh’s conduct and Mr. Shortt’s response to that conduct. Based on the consideration of Mr. Heugh’s conduct and discussions with Mr. Shortt, it was considered by the majority of the members of the Board at the meeting that the employment relationship between Mr. Heugh and Mr. Shortt had broken down to such an extent that

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it could only be repaired by way of a full apology involving an admission of the relevant conduct by Mr. Heugh.

It was therefore resolved at this meeting that a letter be issued to Mr. Heugh in accordance with the relevant clause of his Employment Agreement and the Code of Conduct in the manner described above within 14 days. On 21 February 2012 a letter to this effect was hand delivered to Mr. Heugh. The Letter of Notice gave Mr. Heugh the opportunity to remedy these breaches by providing letters which Mr. Heugh was asked to sign in the form provided and return within 14 days.

On 6 March 2012 a letter in response was received from Tait & Co, Lawyers, on behalf of Mr. Heugh. In responding Mr. Heugh had taken all of the 14 day period specified in his Employment Contract for remedying the breaches.

The Board reviewed and discussed the 6 March 2012 letter internally with Mr. Shortt over the following days. In the 6 March 2012 letter, Mr. Heugh:

• (a) specifically denied that he attempted to circumvent the Board’s Farmout Decision;

• (b) specifically denied that he attempted to enlist the support of Mr. Shortt in not complying with the Board’s Farmout Decision; and

• (c) amended the wording of the apology so as to avoid admission of the conduct outlined above.

Mr. Shortt sent the Chairman an email on 7 March 2012 in which he expressed to the Chairman his dissatisfaction with the 6 March 2012 letter, and his concern that his working relationship with Mr. Heugh was, and would continue to be, dysfunctional.

After considering Mr. Heugh’s response, it was decided that Mr. Heugh had not remedied the breaches referred to above. Consequently, on 18 March 2012, the Directors entitled to vote on the matter passed a circulating resolution regarding the removal of Mr. Heugh as managing director of the Company. Mr. Dunmore, Mr. Faull and the Chairman formed the view that Mr. Heugh and his nominated alternate could not vote on the circulating resolution on the grounds that they had a material personal interest in the subject matter of the resolution.

On 22 March 2012, Mr. Faull and the Chairman met with Mr. Heugh and his legal advisers at the premises of Ashurst Australia in Perth. During this meeting the Chairman informed Mr. Heugh that the board did not consider he had remedied his breaches of his Employment Agreement, and Mr. Heugh was informed that the Board had authorised the Chairman to give him notice of termination of employment. The Chairman then gave Mr. Heugh the opportunity to resign from the Company, and Mr. Heugh then considered that offer with his legal advisers in a separate room. He did not subsequently rejoin the meeting and did not resign.

As Mr. Heugh did not take the opportunity to resign that was afforded him, the Chairman was authorised by the circulating resolution to issue him with notice of termination of employment as managing director. Accordingly on 22 March 2012 a letter was sent to Mr. Heugh notifying him of termination of his employment.

The termination letter, along with a cheque for payment in lieu of notice, was served on Mr. Heugh in accordance with the instructions for notice that Mr. Heugh gave to Central Petroleum on 22 February 2012.

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Since the 22 March 2012 meeting, Mr. Heugh has not attended for work at the Company’s offices in South Perth and, to the best of the Chairman's knowledge and belief has not performed any duties in the capacity of managing director.

In accordance with the authority granted to the Chairman by the board under the circulating resolution, on 29 March 2012 the Chairman gave Mr. Heugh notice of an intention to move a resolution at a general meeting of Central Petroleum to remove him as a director of Central Petroleum.

On 2 April 2012, the board of directors received a facsimile from a Mr. R. W. E. Dean, purporting to be a requisition pursuant to section 249D of the Corporations Act 2001 (Cth) from shareholders claiming to hold 10.14% of Central Petroleum’s shares, requesting a general meeting be called to consider the removal of three of the four directors of Central Petroleum, namely Mr. Faull, Mr. Dunmore and the Chairman.

This requisition notice attached a list of the shareholders involved in attempting to requisition the meeting. Mr. Heugh was listed as one of those shareholders.

After issuing an ASX announcement to this effect, the notice was subsequently determined to not comply with the requirements of section 249D of the Act, and as notified to the ASX the board determined that a general meeting was not required to be held.

Consequential conduct

Mr. Heugh had a corporate credit card provided to him by the Company, which is for paying proper costs and expenses incurred in the conduct of his duties with the Company. On 22 March 2012, it came to the Chairman's attention by email from Mr. Faull, who acts as Chairman of the Company’s Audit Committee, that debits were made to Mr. Heugh’s corporate credit card in favour of ASIS International, which the Board understands is a private detective agency. A CA$10,000 debit was incurred on 21 February 2012, and a further CA$5,000 debit on 12 March 2012.

Subsequently, Mr. Hallgren, Acting Chief Executive Officer told the Chairman that Mr. Heugh had informed him that that the debits were in relation to a private investigation of Mr. Shortt, and possibly also of other employees of the Company.

The engagement of a detective agency to investigate Mr. Shortt (or any other staff member) was not approved by the Board.

As announced on 26 March 2012, Mr. Heugh has commenced an action in the Supreme Court of Western Australia against the Company disputing the Company's termination of his employment, however Mr. Heugh continues act as a director of the Company.

As announced on 13 April 2012, Mr. Heugh lodged an application in the Supreme Court of Western Australia, to restrain the Company from:

• (a) taking any steps to call a general meeting of members of the Company to consider a resolution that Mr. Heugh be removed as a Director; or

• (b) further or alternatively from moving such resolution at any general meeting.

Following consideration of the application, the Supreme Court of Western Australia dismissed the application.

Furthermore, in a separate instance, immediately prior to a Board meeting on 1 April 2012 and recorded in the minutes thereof, by a circular resolution all directors including

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Mr. Heugh approved a capital placement of 130 million shares at an issue price of 8.5 cents by way of a mandate with Patersons Securities, together with attaching options approved at the Board meeting itself.

Subsequently, on 11 April 2012 Petroleum Nominees Pty Ltd, a company declaring Mr. Clive Palmer to be a director, being a company that had engaged in prior discussions with the Company regarding a farmin Joint Venture and a placement of capital, lodged an application in the Supreme Court of Queensland for an injunction to block the settlement of the placement agreed with institutional investors and declared in an ASX announcement. An affidavit was signed by Mr. Heugh in Brisbane and voluntarily provided to Petroleum Nominees Pty Ltd providing evidence to support the injunction application. The application was not successful.

Opinions

By reference to the matters described above, we Henry Askin, Richard Faull and William Dunmore, have formed the following opinions:

1. Mr. Heugh, in breach of clause 5.1 of his Employment Agreement, did not comply with the Board’s direction that Mr Shortt ought to have full responsibility for the farmout duties;

2. Mr Heugh attempted, contrary to a direction of the board, to persuade Mr. Shortt not to accept full responsibility for the farmout duties;

3. Mr Heugh improperly persuaded Mr Shortt to inform the board that Mr Heugh ought to be closely involved in all aspects of the farmout process; and

4. Mr. Heugh commissioned a detective agency to investigate Mr. Shortt and possibly other staff and used company resources to pay for those investigations.

Mr. Heugh’s conduct (as described above) has led us to lose trust and confidence in him both as an employee and as a director of the Company. The working relationship between the Chairman and other board members on the one hand and Mr. Heugh on the other has broken down to such an extent that it would be untenable and, in the opinion of the majority of the Board, not in the best interests of the Company to continue working together.

By reason of the events and opinions described above, we Henry Askin, Richard Faull and William Dunmore recommend that the shareholders VOTE FOR resolution 2.

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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 their broker of any changes.

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XX At the General Meeting of Central Petroleum Limited to be held at the Duxton Hotel Perth, No. 1 St George's Terrace, Perth, Western Australia on Friday, 22 June 2012 at 12 noon (WST) and at any adjournment of that meeting, I/We being member/s of Central Petroleum Limited direct the following:

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Items of Business

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ORDINARY BUSINESS

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Resolution 1 Re-election of Director - Mr Andrew Philip Whittle Resolution 2 Removal of Director (Mr John Phillip Heugh) and Appointment of Director (Mr Richard Ian Cottee)

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Resolution 3 Appointment of Director - Mr Michael Ray Herrington Resolution 4 Appointment of Director - Mr Wrixon Frank Gasteen

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