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CENTRAL PETROLEUM LIMITED Proxy Solicitation & Information Statement 2013

Aug 14, 2013

64718_rns_2013-08-14_2c8a5ad0-fef1-4799-905b-5be65ef4f9d9.pdf

Proxy Solicitation & Information Statement

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ASX ANNOUNCEMENT & MEDIA RELEASE

ASX CODE: CTP

15 August 2013

CENTRAL CONSOLIDATES SHARES

Central Petroleum Ltd (ASX: CTP) (“Central” or “Company”) today announced a 5:1 consolidation of its shares as a final step in the restructuring of the Company. The consolidation is dependent on receiving shareholder approval at a General Meeting to be held at its Brisbane Headquarters at 10.30 am on 27 September 2013. The Notice of Meeting does NOT seek shareholder approval to be able to issue more stock.

Central Petroleum Managing Director Richard Cottee said: “The Central Petroleum Board believes that consolidating the number of Central shares on offer will help transform the Company from a speculative explorer to a long-term institutional-grade investment.

“Central Petroleum is set to embark on a series of potentially transformative drilling programs in the next 12 months that could place Central on the edge of becoming a continuing oil producer. As such, it is our view that a consolidated share register is more reflective of the Company’s status and profile as an independent oil and gas producer and developer.

“At this time last year, the Company had a capital structure that would not support the rapid growth necessary for Central to aspire to become an ASX 100 company. Central had a threefold problem: we had insufficient funding to cover the capital requirements of our minimal exploration expenditure, an unhealthy balance sheet due to excess spending, and an equity register with some shareholders whose focus was not the long-term success of the Company.

“Through farmouts to Total and Santos, the Company now has sufficient access to capital to satisfy drilling commitments. The balance sheet has been improved by reducing cash burn by two thirds from $1.5 million per month 12 months ago, to a current rate of $1.5 million per quarter.

“It is my belief that the Company needs patient, supportive shareholders looking for returns over the two year horizon rather than the two hour horizon. The recent placement coupled with this share consolidation is aimed at delivering this stability.”

The resolution at the General Meeting will propose that every five (5) ordinary shares held by a shareholder be converted into one (1) ordinary share (subject to rounding). If the resolution is passed, the number of ordinary shares and options on issue and the exercise price of the options will be adjusted in accordance with the ASX Listing Rules.

Further information in relation to the proposed share consolidation, including the timetable for the consolidation, is provided in the attached Notice of General Meeting and Explanatory Statement which is planned to be dispatched shareholders shortly.

Company enquiries, please contact:

Richard Cottee, Managing Director +61 7 3181 3800

Media enquiries, please contact:

Martin Debelle at Citadel +61 2 9290 3033 or Mobile +61 (0) 409 911 189

General Disclaimer and explanation of terms:

This document may contain forward-looking statements. Forward looking statements are only predictions and are subject to risks, uncertainties and assumptions which are outside the control of Central. These risks, uncertainties and assumptions include (but are not limited to) commodity prices, currency fluctuations, economic and financial market conditions in various countries and regions, environmental risks and legislative, fiscal or regulatory developments, political risks, project delay or advancement, approvals and cost estimates. Actual values, results or events may be materially different to those expressed or implied in this document. Given these uncertainties, readers are cautioned not to place reliance on forward looking statements. Any forward looking statement in this document is valid only at the date of issue of this document. Subject to any continuing obligations under applicable law and the ASX Listing Rules, or any other Listing Rules or Financial Regulators’ rules, Central, its agents, directors, officers, employees, advisors and consultants do not undertake any obligation to update or revise any information or any of the forward looking statements in this document if events, conditions or circumstances change or that unexpected occurrences happen to affect such a statement. Sentences and phrases are forward looking statements when they include any tense from present to future or similar inflection words, such as (but not limited to) "believe," "estimate," "anticipate," "plan," "predict," "may," "hope," "can," "will," "should," "expect," "intend," "is designed to," "with the intent," "potential," the negative of these words or such other variations thereon or comparable terminology, may indicate forward looking statement.

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CENTRAL PETROLEUM LIMITED ACN 083 254 308

NOTICE OF GENERAL MEETING

TIME : 10.30am (EST)

DATE : 27 September 2013

PLACE : 56-58 Jephson Street, Toowong, Queensland 4066

This Notice of Meeting should be read in its entirety including the General Disclaimer. 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 7) 3181 3800.

CONTENTS PAGE

Notice of General Meeting (setting out the proposed resolution) 4
Explanatory Statement (explaining the proposed resolution) 5
Glossary and General Disclaimer 10
Proxy 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 10.30am (EST) on 27 September 2013 at 56-58 Jephson Street, Toowong, Queensland 4066.

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 or scanning the QR code on the front of the accompanying Proxy Form with your mobile device and inserting your postcode

  • (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

  • (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 10.30am (EST) on 25 September 2013.

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;

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  • 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).

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.

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NOTICE OF GENERAL MEETING

Notice is given that the general meeting of Shareholders will be held at 10.30am (EST) on 27 September 2013 at 56-58 Jephson Street, Toowong, Queensland 4066.

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 25 September 2013 .

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

AGENDA

1. RESOLUTION 1 – CONSOLIDATION OF SHARE CAPITAL

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

“That, for the purpose of Section 254H(1) of the Corporations Act and for all other purposes, the Shares of the Company be consolidated through the conversion of every five (5) Shares held by a Shareholder into one (1) Share with any resulting fractions of a Share rounded up to the next whole number of Shares with a corresponding consolidation of all other securities on issue, with the consolidation to take effect in accordance with the timetable and otherwise on the terms and conditions set out in the Explanatory Statement accompanying this Notice of Meeting.”

DATED: 15 AUGUST 2013

BY ORDER OF THE BOARD

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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 10.30am (WST) on 27 September 2013 at 56-58 Jephson Street, Toowong, Queensland 4066.

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 Resolution in the Notice of Meeting.

1. RESOLUTION 1 – CONSOLIDATION OF SHARE CAPITAL

1.1 General

Resolution 1 seeks Shareholder approval for the Company to consolidate its issued share capital through the conversion of every five (5) fully paid ordinary shares into one (1) fully paid ordinary share ( Share Consolidation ).

Pursuant to Section 254H(1) of the Corporations Act, the Company may convert all or any of its Shares into a larger or smaller number of Shares by ordinary resolution passed at a general meeting.

This section of the Explanatory Statement provides the information required by Listing Rule 7.20 to be provided to Shareholders in relation to the Share Consolidation.

1.2 Purpose of Proposed Resolution

In the last 18 months the Company has undergone a series of significant changes and achieved key commercial objectives including permit retention, farm out agreements generating substantial new investment in exploration, project development, financial stability and corporate cost reduction. These successes have placed the Company at the edge of becoming a continuing oil producer.

The Company’s Board believes that consolidating the number of Shares on offer will help the Company achieve a transformation from a speculative explorer to a long-term institutional-grade investment.

The Company has over 1.5 billion Shares on issue, which, for a company of this size, is a very large number and subjects Shareholders to several disadvantages including:

  • (a) Poor market perception as investors equate the low share price with the perception of a troubled or poorly performed company.

  • (b) Vulnerability to speculative day-trading and short selling which generates share price volatility.

  • (c) Discourages quality, long-term institutional investors, equity funds and lending institutions seeking stability and long term growth.

These factors are mutually reinforcing and can be minimised by Share Consolidation.

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The Directors believe that the proposed consolidation of the Shares would also result in a more appropriate and effective capital structure for the Company as we focus on creating fundamental long-term shareholder returns.

As a result of the Share Consolidation, it is likely some shareholders will be left with a small number of shares. The Company plans to implement a buy-back of ordinary shares in accordance with its Constitution for shareholders that hold less than a marketable parcel of shares upon completion of the Share Consolidation. The buy-back will provide an opportunity for eligible small Shareholders to sell their shareholding without incurring any brokerage or other expenses and will reduce the uncommercial administrative and registry costs for the Company associated with the unmarketable parcels. Further details will be provided in due course.

1.3 Why consolidate now?

In order to prepare for its next phase of development the Company will benefit from having a smaller number of securities with a larger representation of institutional and long term investors. The Company’s equity base needs to be co-aligned with the Company’s focus of creating wealth over time. We need committed Shareholders looking for increasing returns over a 2 year horizon rather than over 2-hour trading intervals.

Having completed the $10 million placement announced on 26 July 2013, the Company currently has approximately $16 million cash at bank, with projected free cash flow of $20 million next calendar year from production at Surprise West and Surprise East #1.

In addition, farmout discussions in relation to the Surprise project remain on track which, if consummated, would provide further funding for an expanded Surprise development.

This Share Consolidation represents a final step in our efforts to restructure the Company so it is positioned for growth. With sufficient capital to meet its immediate needs, the time is now right for the Company to co-align its investors with its stated purpose of creating real, long-term shareholder wealth by this restructure.

1.4 Effect of the Share Consolidation

(a) Shares

If the Resolution is approved, every five (5) Shares on issue will be consolidated into one (1) Share. Overall, this will result in the number of Shares on issue reducing from 1,546,078,845 to approximately 309,215,769 (subject to rounding).

For example, if you currently hold 1,000 Shares, as a result of the Share Consolidation, you will hold 200 Shares.

As the Share Consolidation applies equally to all Shareholders, individual Shareholdings will be reduced in the same ratio as the total number of Shares (subject to rounding).

Accordingly, assuming no other market movements or impacts occur, the Share Consolidation will have no effect on the percentage interest in the Company of each Shareholder.

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The Share Consolidation will not result in any change to the substantive rights and obligations of existing Shareholders. The Company’s balance sheet and tax position will also remain unaltered as a result of the Share Consolidation.

(b) Options

As at the date of this Notice of Meeting, the Company has listed and unlisted Options on issue ( Options ). If the Share Consolidation is approved, the Options will also be reorganised in accordance with the terms and conditions of the Options and Listing Rule 7.22.1 (as applicable) on the basis that the number of Options will be consolidated in the same ratio as the Share Consolidation and the exercise price is amended in inverse proportion to that ratio.

For example, a holding of one thousand (1,000) Options with an exercise price of $0.16 each prior to the Share Consolidation would result in a holding of two hundred (200) Options with an exercise price of $0.80 each after the Share Consolidation.

After the Share Consolidation, the number of options would be as follows (subject to rounding):

Options Pre-consolidation Pre-consolidation Post-consolidation
(approximately)
Post-consolidation
(approximately)
Expiry Exercise
Price
Number Exercise Price Number
31 March 2014 $0.16 302,873,376 $0.800 60,574,675
31 March 2014 $0.20 8,366,666 $1.000 1,673,333
31 March 2014 $0.22 1,500,000 $1.100 300,000
31 March 2014 $0.25 1,500,000 $1.250 300,000
31 March 2014 $0.28 1,500,000 $1.400 300,000
31 March 2014 $0.32 1,500,000 $1.600 300,000
31 March 2014 $0.37 1,500,000 $1.850 300,000
31 March 15 $0.125 65,000,000 $0.625 13,000,000
31 May 15 $0.122 6,340,000 $0.610 1,268,000
31 October 15 $0.11 600,000 $0.550 120,000
15 November 15 $0.09 77,148,166 $0.450 15,429,633
12 May 16 $0.12 200,000 $0.600 40,000
20 July 16 $0.11 3,346,665 $0.550 669,333
19 August 16 $0.115 2,000,000 $0.575 400,000
30 August 16 $0.115 3,000,000 $0.575 600,000

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15 November 16 $0.095 11,593,335 $0.475 2,318,667
30 November 16 $0.095 2,000,000 $0.475 400,000
15 November 17 $0.09 138,170,532 $0.450 27,634,106

The Share Consolidation will not result in any change to the substantive rights and obligations of existing holders of Options.

(c) Fractional entitlements

Where the Share Consolidation (and associated consolidation of the Company’s Options) results in an entitlement to a fraction of a Share or Option (as applicable), that fraction will be rounded up to the nearest whole number of Shares or Options.

(d) Holding statements

Taking effect from the date of the Share Consolidation, all existing holding statements will cease to have any effect, except as evidence of entitlement to a certain number of securities on a post-Share Consolidation basis. After the Share Consolidation becomes effective, the Company will arrange for new holding statements to be issued to Shareholders and Optionholders.

(e) Taxation

The summary in this section is general in nature. In addition, particular taxation implications will depend upon the circumstances of each Shareholder or Optionholder. This Explanatory Statement does not consider the tax implications in respect of Shares or other securities held on revenue account, as trading stock or by non-resident Shareholders. Shareholders should consider their own circumstances and seek their own professional advice in relation to their tax position.

Neither the Company nor any of its officers or employees assumes any liability or responsibility for advising Shareholders or other security holders about the tax consequences of the proposed Share Consolidation.

The Share Consolidation will be undertaken in accordance with section 254H of the Corporations Act. Subject only to rounding, there will be no change to the proportionate interests held by each Shareholder in the Company as a result of the Share Consolidation. The Share Consolidation will occur through the conversion of every five (5) ordinary shares in the Company into one ordinary share in the Company (subject to rounding).

The Share Consolidation should not result in a capital gains tax event for Australian tax residents. The cost base of the Shares held after the Share Consolidation will be the sum of the cost bases of the original Shares pre-Share Consolidation. The acquisition date of Shares held after the Share Consolidation will be the same as the date on which the original Shares were acquired.

(f) Indicative timetable

If approved by Shareholders, the proposed Share Consolidation will take effect in accordance with the following timetable. The following is an indicative timetable (subject to change) of the key events:

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Key Event Indicative Date
General Meeting 27 September 2013
Notification
to
ASX
that
Share
Consolidation is approved
27 September 2013
Last day for trading in pre-consolidated
securities
30 September 2013
Trading in the consolidated securities on a
deferred settlement basis commences
1 October 2013
Last day to register transfers on a pre-
consolidation basis
8 October 2013
Registration
of
securities
on
a
post-
consolidation basis
9 October 2013
Despatch of new holding statements 10 October 2013
Deferred settlement trading ends 15 October 2013
Normal trading starts 16 October 2013

The above dates are indicative only and are subject to change but the Company will announce any date changes to ASX.

1.5 Directors’ recommendation

ALL Directors recommend that Shareholders VOTE IN FAVOUR of Resolution 1.

2. ENQUIRIES

Shareholders are requested to contact the Company Secretary on (+ 61 7) 3181 3800 if they have any queries in respect of the matters set out in these documents.

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GLOSSARY AND GENERAL DISCLAIMER

A. 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.

EST means Eastern Standard Time as observed in Brisbane, Queensland.

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.

Option means an option which enables the holder to subscribe for one Share.

Optionholder means a holder of an Option.

Resolution means the resolution set out in the Notice of Meeting.

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.

B. General Disclaimer:

This document may contain forward-looking statements. Forward looking statements are only predictions and are subject to risks, uncertainties and assumptions which are outside the control of the Company. These risks, uncertainties and assumptions include (but are not limited to) commodity prices, currency fluctuations, economic and financial market conditions in various countries and regions, environmental risks and legislative, fiscal or regulatory developments, political risks, project delay or advancement, approvals and cost estimates. Actual values, results or events may be materially different to those expressed or implied in this document. Given these uncertainties, readers are cautioned

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not to place reliance on forward looking statements. Any forward looking statement in this document is valid only at the date of issue of this document. Subject to any continuing obligations under applicable law and the ASX Listing Rules, or any other Listing Rules or Financial Regulators’ rules, the Company, its agents, directors, officers, employees, advisors and consultants do not undertake any obligation to update or revise any information or any of the forward looking statements in this document if events, conditions or circumstances change or that unexpected occurrences happen to affect such a statement. Sentences and phrases are forward looking statements when they include any tense from present to future or similar inflection words, such as (but not limited to) "believe," "estimate," "anticipate," "plan," "predict," "may," "hope," "can," "will," "should," "expect," "intend," "is designed to," "with the intent," "potential," the negative of these words or such other variations thereon or comparable terminology, may indicate forward looking statement.

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S000001Q01

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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

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

Lodge your vote:

Online:

www.investorvote.com.au or scanning the QR code on the front of the accompanying Proxy Form with your mobile device and inserting your postcode

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 552 270 (outside Australia) +61 3 9415 4000

Proxy Form

Vote and view the Notice of Meeting online

Go to www.investorvote.com.au or scan the QR Code with your mobile device. Follow the instructions on the secure website to vote.

Your access information that you will need to vote:

Control Number: 999999 SRN/HIN: I9999999999

PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

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For your vote to be effective it must be received by 10.30am (EST) Wednesday 25 September 2013

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

Samples/000001/000001/i

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

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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.

Proxy Form

Please mark

Appoint a Proxy to Vote on Your Behalf



I 9999999999 I ND

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to indicate your directions

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, and to the extent permitted by law, as the proxy sees fit) at the General Meeting of Central Petroleum Limited to be held at 56-58 Jephson Street, Toowong, Qld 4066 on Friday, 27 September 2013 at 10.30am (EST) and at any adjournment or postponement of that meeting.

Items of BusinessPLEASE 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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For Against Abstain
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1 Consolidation of Share Capital

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

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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 / /
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C T P

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