Centerra Gold Shareholders Back Board Slate, KPMG and Executive Pay at Annual Meeting

Key Points

• Centerra Gold shareholders approved all formal items at the annual meeting, including the election of all eight director nominees to the board.
• KPMG LLP was reappointed as the company’s auditor for the coming year, with directors authorized to set the auditor’s compensation.
• Shareholders also passed a non-binding advisory vote on executive compensation, indicating support for the company’s pay approach.

Centerra Gold NYSE: CGAU shareholders approved all formal items of business at the company’s annual general meeting, including the election of eight directors, the reappointment of KPMG LLP as auditor and a non-binding advisory resolution on executive compensation.

The virtual-only meeting was chaired by Paul Wright, chair of Centerra’s board of directors. Wright was joined by President and Chief Executive Officer Paul Tomory and Corporate Secretary Yousef Rehman, along with members of the company’s board and management.

Wright said the meeting was duly constituted after the company confirmed quorum based on the scrutineer’s attendance report. TSX Trust Company served as scrutineer for the meeting.

Shareholders Elect Eight Directors

Shareholders elected all eight nominees put forward in Centerra’s management information circular. Wright said one nominee, John Kitlen, was standing for election to the board, while the other seven nominees were incumbent directors standing for re-election.

The elected directors are:

• Aaron David Green
• Wendy Kei
• John Kitlen
• Nancy Lipson
• Craig McDougall
• Michael Parrett
• Paul Tomory
• Paul Wright

Wright noted that Centerra has adopted an advance notice bylaw requiring director nominations to be submitted ahead of the meeting. He said no additional nominations had been received.

KPMG Reappointed as Auditor

Shareholders also approved the appointment of KPMG LLP as Centerra’s auditor for the ensuing year. The resolution authorized the company’s directors to fix the remuneration to be paid to the auditor.

Wright said the scrutineer reported that the motion appointing KPMG LLP and authorizing the directors to set its pay had been carried.

Executive Compensation Resolution Approved

Centerra shareholders approved a non-binding advisory resolution accepting the company’s approach to executive compensation, as described in the management information circular.

The resolution was one of three formal matters brought before shareholders at the meeting, along with the director elections and auditor appointment. Wright said the advisory resolution on executive compensation had been carried based on the scrutineer’s report.

No Shareholder Questions Submitted

After electronic balloting closed, Wright invited questions from registered shareholders and duly appointed proxy holders on matters related to the meeting. He said questions would be addressed as time permitted and that duplicative or inappropriate questions would not be published or answered.

No questions were submitted during the meeting, according to Wright.

Centerra said its annual report and consolidated financial statements for the year ended Dec. 31, 2025, along with the auditor’s report, had been made available on SEDAR+ and EDGAR. The meeting materials, including the notice of meeting and management information circular, were made available to shareholders entitled to receive notice.

With all items of business completed and the voting results announced, Wright terminated the meeting and thanked shareholders for attending.

About Centerra Gold NYSE: CGAU

Centerra Gold Inc is a gold mining company incorporated in Canada and headquartered in Toronto. The company specializes in the exploration, development and operation of precious metals properties, with a focus on gold production. Centerra's portfolio includes the Mount Milligan mine in British Columbia, Canada, and the Otjikoto mine in Namibia. Both operations produce gold and copper concentrates and employ modern mining methods and processing facilities to optimize recovery rates and minimize environmental impact.

In addition to its producing assets, Centerra is advancing the development of its Greenstone Gold Project in Ontario, Canada, which, upon completion, is expected to become one of Canada's largest gold mines.

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