Centerra Gold Inc. (CG) Earnings Call Transcript & Summary

Good morning, ladies and gentlemen. I am Michael Parrett. Chair of Centerra's Board of Directors, and on behalf of the Board, I would like to welcome you to the Special Meeting of Shareholders of Centerra Gold Inc. I'm here with Centerra's President and CEO, Mr. Scott Perry; and our Vice President, General Counsel and Corporate Secretary, Mr. Yousef Rehman. We are also joined virtually by a number of the members of the Board. The purpose of this meeting is the consideration of a special resolution to approve a plan of arrangement under the Canada Business Corporations Act, involving, among others, Centerra Gold Inc., Kyrgyzaltyn and the Kyrgyz Republic. In accordance with the bylaws of the company and the interim order granted by the Ontario Superior Court of Justice on April 28, 2022, I will act as Chair of this meeting. Yousef Rehman will act as Secretary and with the consent of the meeting, TSX Trust Company, by its representatives, will act as scrutineer. A few housekeeping matters to go through before we commence the business at hand. First, we will conduct the vote on the matters before us today by electronic ballot, which can be accessed by registered shareholders and duly appointed proxy holders using Lumi's voting function when the voting opens. Second, questions by registered shareholders and duly appointed proxy holders can be submitted via Lumi's messaging function. Questions or comments containing inappropriate language, profanity, hostilities or that are otherwise disruptive to the orderly conduct of our meeting will not be published or answered. Similarly, questions or comments which are already answered or that are not related to the business to be conducted at this meeting will not be published or answered. Also, if we encounter any technical difficulties with the webcast, please remain logged on, and we will resume as soon as practical afterward. Lastly, to expedite the formal part of the meeting, I will move all motions, and none of the motions will need to be seconded. We will now proceed with the formal part of the meeting to conduct the business set forth in the notice dated June 21, 2022 and sent to shareholders. Voting is now open. If you have already voted, there is nothing for you to do unless you would like to change your vote. If you haven't voted yet, you may indicate your vote on the electronic ballot by pressing the for or against buttons below the resolution. On June 22, 2022, notice of the meeting, the Management Information Circular and the form of proxy were made available to all shareholders entitled to receive notice. The secretary has received an affidavit from our transfer agent, TSX Trust Company as to the due mailing of the Notice of Meeting, the Management Information Circular and the Form of Proxy to registered shareholders of the company. Unless there are any objections, I propose that we take the notice of meeting as having been read. I have been advised by the secretary that based upon the scrutineer's report on attendance, we have a quorum for the meeting. I now declare that the special meeting of shareholders is duly constituted for the transaction of business. Centerra has entered into a global arrangement agreement with, among others, Kyrgyzaltyn and the Kyrgyz Republic. As described in the Management Information Circular, which also includes the plan of arrangement and the related resolution you are being asked to consider and vote on today. The resolution must be passed by not less than 2/3 of the votes cast by shareholders present virtually or represented by proxy and entitled to vote at today's meeting. In addition, the resolution must be approved by a majority of the votes cast by shareholders, excluding the votes of any shareholders such as Kyrgyzaltyn required to be excluded under multilateral instrument 61-101, which is intended for the Protection of Minority Security Holders in Special Transactions such as this. I move a motion to approve the resolution, the full text of which is set forth at Appendix A to Centerra's Management Information Circular, which shall be taken as read. We are happy to respond to any questions from our shareholders and proxy holders with respect to the motion. We will now give attendees a brief moment to type in their questions. We're going to take a slight pause, so just sit tight here. Okay, it appears that the information has been distributed. There are no questions at this point in time. We will be closing the voting in 30 seconds. Once the electronic balloting closes, the voting page will disappear and your ballots will automatically be submitted. The scrutineers will then compile and report on the results. Again, please stay with us for a few moments. [Voting]

Thank you. Balloting is now closed. The scrutineers will now tabulate the votes, and I will pass the microphone to Yousef Rehman to speak to the results.

Thank you. Based on the results of voting, I declare that the resolution is carried and approved.

Thank you, Yousef. The final voting results will be available on Centerra's website and its profiles on SEDAR and EDGAR shortly after this meeting. As there is no further formal business to come before the meeting, we will now terminate the meeting. Thank you all for attending.