UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of August 2022

Commission File Number: 001-40324

Centerra Gold Inc.
(Translation of registrant's name into English)

1 University Avenue, Suite 1500
Toronto, Ontario
M5J 2P1
(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ¨ Form 40-F x

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant's "home country"), or under the rules of the home country exchange on which the registrant's securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant's security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

On August 26, 2022, the Registrant issued a management information circular, a notice of meeting, a form of proxy, a certificate of abridgement and an annual report, copies of which are attached hereto as Exhibit 99.1, Exhibit 99.2, Exhibit 99.3, Exhibit 99.4 and Exhibit 99.5, respectively, and are incorporated herein by reference.

Exhibit 99.1. Management Information Circular

Exhibit 99.2. Notice of Meeting

Exhibit 99.3. Form of Proxy

Exhibit 99.4. Certificate of Abridgement Pursuant to NI 54-101

Exhibit 99.5. Annual Report

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Exhibit 99.1

Notice of Annual General Meeting of Shareholders

and

Management Information Circular

August 19, 2022

Dear fellow Shareholder,

On behalf of the Board of Directors of Centerra Gold Inc. (“Centerra”), it is my pleasure to invite you to attend our annual general meeting of shareholders to be held on September 22, 2022, at 11:00 a.m. (Toronto time) (the “Meeting”) to address the items of business described in the notice of meeting and management information circular accompanying this letter.

In keeping with our commitment to the health and safety of our shareholders, employees and the broader community in light of the ongoing COVID-19 pandemic and to permit a greater number of shareholders to attend the Meeting, we will again be holding our Meeting in a virtually only format to be conducted via a live audio webcast online at https://web.lumiagm.com/489253739. By accessing the live audio webcast online, Centerra shareholders will have an equal opportunity to attend, participate and vote at the Meeting.

In the accompanying management information circular, you will find important information and instructions on how to attend and vote your Centerra common shares at the Meeting, either online or by proxy. Please exercise your rights as a shareholder either by attending and voting at the Meeting online, or by completing and returning your form of proxy or voting instruction form in advance of the Meeting. If you have any questions or require more information with regard to voting your Centerra shares at the Meeting, please contact Morrow Sodali, Centerra’s proxy solicitation agent, by telephone toll free in North America at 1-888-999-2944 or collect outside of North America at 1-289-695-3075 or by email at assistance@morrowsodali.com.

I thank you for your continuing interest in Centerra.

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

Dear Shareholder:

NOTICE IS HEREBY GIVEN THAT the annual general meeting of the shareholders (the “Meeting”) of Centerra Gold Inc. (“Centerra”) will be held on September 22, 2022 at 11:00 a.m. (Toronto time) in order for shareholders of Centerra to:

Similar to last year, and in light of the continuing COVID-19 pandemic and to permit a greater number of shareholders to attend the Meeting, Centerra will hold the Meeting in a virtual only format, which will be conducted via live audio webcast at https://web.lumiagm.com/489253739. At this website, shareholders will have an equal opportunity to attend, participate and vote their shares at the Meeting, regardless of geographic location. Shareholders will not be able to physically attend the Meeting.

Registered shareholders and duly appointed proxyholders will be able to attend, participate and vote at the Meeting online. Non-registered shareholders (being shareholders who beneficially own shares that are registered in the name of an intermediary such as a bank, trust company, securities broker or other nominee, or in the name of a depository of which the intermediary is a participant) who have not duly appointed themselves as proxyholder will be able to attend the Meeting online as guests, but guests will not be able to vote or ask questions at the Meeting.

A Centerra shareholder who wishes to appoint a person other than the Centerra proxyholders identified on the form of proxy or voting instruction form accompanying this notice (including a non-registered shareholder who wishes to appoint themselves as proxyholder in order to attend and vote at the Meeting online) must carefully follow the instructions in the management information circular and on their form of proxy or voting instruction form accompanying this notice. These instructions include the additional step of registering such proxyholder with our transfer agent, TSX Trust Company (“TSX Trust”), after submitting a form of proxy or voting instruction form. Failure to register will result in the proxyholder not receiving a Control Number, which is used as their online sign-in credentials and is required for them to vote at the Meeting. Without a Control Number, such proxyholder will only be able to attend the Meeting online as a guest. Non-registered shareholders located in the United States must also provide TSX Trust with a duly completed legal proxy if they wish to vote at the Meeting or appoint a third party as their proxyholder.

The Board of Directors of Centerra has fixed the close of business on August 19, 2022 as the record date to determine which shareholders are entitled to receive notice of and to vote at the Meeting, or any postponement or adjournment thereof.

TABLE OF CONTENTS

MANAGEMENT INFORMATION CIRCULAR

August 19, 2022

SOLICITATION OF PROXIES AND VOTING INSTRUCTIONS

The information contained in this management information circular (the “Circular”) is furnished in connection with the solicitation of proxies from holders of common shares (“Shares”) in the capital of Centerra Gold Inc. (“Centerra” or the “Company”). These proxies will be used at the annual general meeting of shareholders of the Company to be held on September 22, 2022 at 11:00 a.m. (Toronto time) or any adjournment or postponement thereof (the “Meeting”), for the purposes set forth in the accompanying notice of meeting. The Meeting will be held in a virtual only format, which will be conducted via live audio webcast at https://web.lumiagm.com/489253739. Shareholders will not be able to physically attend the Meeting. For a summary of how shareholders may attend the Meeting online, see “Attending and Voting at the Virtual Meeting” below.

The solicitation of proxies by this Circular is being made by or on behalf of the management of the Company. It is expected that the solicitation will be made primarily by mail, but proxies and voting instructions may also be solicited personally or by telephone by employees of the Company. The Company has also retained the services of Morrow Sodali to act as the Company’s proxy solicitation agent. In connection with these services, among others, Morrow Sodali will receive a fee of $25,000, plus out-of-pocket expenses. Additionally, the Company may use the Broadridge QuickVote™ service, which involves “non-objecting” non-registered owners of Shares being contacted by Morrow Sodali to obtain voting instructions over the telephone and relaying them to Broadridge Investor Services (on behalf of the shareholder’s intermediary). While representatives of Morrow Sodali are soliciting proxies on behalf of Centerra management, which is recommending that shareholders vote FOR all of the matters to be voted on at the Meeting, shareholders are not required to vote in the manner recommended by management. The QuickVote™ system is intended to assist shareholders in placing their votes, however, there is no obligation for any shareholders to vote using the QuickVote™ system, and shareholders may vote (or change or revoke their votes) at any other time and in any other applicable manner described in this Circular. Any voting instructions provided by a shareholder will be recorded and such shareholder will receive a letter from Broadridge (on behalf of the shareholder’s intermediary) as confirmation that their voting instructions have been accepted. The total cost of the solicitation of proxies will be borne by the Company.

The information contained in this Circular is given as at August 19, 2022 and all dollar amounts are in Canadian dollars, except where otherwise noted.

VOTING INFORMATION

You are entitled to vote at the Meeting if you were a holder of Shares of Centerra at the close of business on August 19, 2022, the record date for the Meeting. Each Share is entitled to one (1) vote. How you vote depends on whether you are a registered shareholder or a non-registered shareholder.

Registered Shareholders

You are a registered shareholder if your Shares are registered in your own name. As a registered shareholder, you may attend, participate and vote at the virtual only Meeting via live audio webcast online at https://web.lumiagm.com/489253739. See “Attending and Voting at the Virtual Meeting” below.

If you are a registered shareholder and will not attend the Meeting, or if your Shares are registered in the name of a company that you own, your Shares may still be counted by authorizing an individual, called a proxyholder, to attend the Meeting and vote your Shares. Any legal form of proxy may be used, and a form of proxy will be mailed by the Company together with this Circular.

Non-Registered Shareholders

You are a non-registered shareholder if you beneficially own Shares that are registered in the name of an intermediary such as a bank, trust company, securities broker or other nominee, or in the name of a depository of which the intermediary is a participant, and therefore do not have Shares registered in your own name.

In accordance with applicable securities laws, Centerra has distributed copies of the notice of meeting, this Circular and form of proxy or voting instruction form, as applicable (collectively, the “Meeting Materials”) to intermediaries for onward distribution to non-registered shareholders who have not waived their right to receive them. The Company does not send proxy-related materials directly to non-registered shareholders and is not relying on the notice-and access provisions of securities laws for delivery of the Meeting Materials to either registered or non-registered shareholders. Typically, intermediaries will use a service company (such as Broadridge Investor Communications) to forward the Meeting Materials to non-registered shareholders. The Company has elected to pay for the delivery of the Meeting Materials to non-registered shareholders, including “objecting beneficial owners”, at the Company’s cost. Meeting Materials will include either your intermediary’s voting instruction form or a form of proxy stamped by the intermediary limited to the number of Shares beneficially owned by you, but that is otherwise not complete. The purpose of these documents is to permit you to direct the voting of the Shares you beneficially own. You should carefully follow the instructions set out in your intermediary’s voting instruction form or form of proxy, as the case may be.

See “Attending and Voting at the Virtual Meeting” below.

Voting by Proxy

Appointment of Proxies

The individuals named in the voting instruction form or the form of proxy you received are representatives of management of the Company. You have the right to appoint another person (who need not be a shareholder) to represent you at the Meeting. You may appoint another person by inserting that person’s name in the blank space set out in the form of proxy provided or by completing another proper form of proxy. See “Appointment of a Third Party as Proxy” below.

By properly completing and returning a voting instruction form or form of proxy, you are authorizing the individual named in the form to attend the Meeting virtually and to vote your Shares. To be valid, proxies must be deposited with our transfer agent, TSX Trust Company (“TSX Trust”) by mail to: Attn Proxy Dept., P.O. Box 721, Agincourt, Ontario, Canada, M1S 0A1; by telephone (toll free) to: 1-888-489-5760; by fax to: (416) 368-2502 or toll-free within North America 1-866-781-3111; or by e-mail to: proxyvote@tmx.com, or vote online at www.tsxtrust.com/vote-proxy, in each case no later than 11:00 a.m. (Toronto time) on September 20, 2022 or if the Meeting is postponed or adjourned, on a day other than a Saturday, Sunday or a statutory holiday in the Province of Ontario which is at least 48 hours before the time of such reconvened or convened meeting, as applicable. Late proxies may be accepted or rejected by the Chair of the Meeting in his sole discretion; the Chair of the Meeting is under no obligation to accept or reject a late proxy. The Chair of the Meeting may extend or waive the proxy cut-off time in his sole discretion and without notice.

Exercise of Discretion by Proxies

The Shares represented by your voting instruction form or form of proxy must be voted or withheld from voting in accordance with your instruction on the form and if you specify a choice with respect to any matter to be acted upon, your Shares will be voted accordingly. If you have not specified how to vote on a particular matter, if any amendments are proposed to any matter, or if other matters are properly brought before the Meeting, then, in each case, your proxyholder can vote your Shares as your proxyholder sees fit.

If you properly complete and return your voting instruction form or form of proxy appointing representatives of management of the Company as your proxy, but do not specify how you wish the votes to be cast, your Shares will be voted: (i) FOR the election of directors nominated by management; (ii) FOR the appointment of KPMG LLP as the independent auditor for 2022 and the authorization of the directors to fix their remuneration; (iii) FOR the non-binding advisory resolution to accept Centerra’s approach to executive compensation, and (iv) at the discretion of management, on any matter which may properly come before the Meeting.

Revocation

If you are a registered shareholder and have provided a proxy, you may revoke your proxy by: (i) completing and signing another form of proxy bearing a later date and depositing it with TSX Trust: by mail to: Attn: Proxy Dept., P.O. Box 721, Agincourt, Ontario, Canada, M1S 0A1; by telephone (toll free) to: 1-888-489-5760; by fax to: (416) 368-2502 or toll-free within North America 1-866-781-3111; or by e-mail to: proxyvote@tmx.com, or vote online at www.tsxtrust.com/vote-proxy, in each case no later than 11:00 a.m. (Toronto time) on September 20, 2022 or, if the Meeting is postponed or adjourned, on a day other than a Saturday, Sunday or a statutory holiday in the Province of Ontario which is at least 48 hours before the time of such reconvened or convened meeting, as applicable; (ii) depositing a document that is signed by you (or by someone you have properly authorized to act on your behalf) stating that you wish to revoke your proxy, to the Corporate Secretary of the Company at the registered office of the Company (1 University Avenue, Suite 1500, Toronto, Ontario, Canada, M5J 2P1) at any time up to and including the last business day preceding the day of the Meeting, or any postponement or adjournment thereof; (iii) notifying the Chair of the Meeting prior to the commencement of the Meeting or any postponement or adjournment of the Meeting that you have revoked your proxy; or (iv) following any other procedure that is permitted by law.

If you are a registered shareholder or a duly appointed proxyholder and log in to the Meeting online using your Control Number and accept the terms and conditions, you will be revoking any and all previously submitted proxies, and will be provided the opportunity to vote online by ballot. See “Attending and Voting at the Virtual Meeting” below.

If you are a non-registered shareholder and wish to revoke or change your prior instructions, you must contact your intermediary well in advance of the Meeting and follow its instructions. Intermediaries may set deadlines for the receipt of revocations that are further in advance of the Meeting than those set forth elsewhere in this Circular and related proxy materials and, accordingly, any such revocation should be completed in coordination with your Intermediary well in advance of the deadline for submitting forms of proxy or voting instruction forms to ensure it can be given effect to at the Meeting.

Attending and Voting at the Virtual Meeting

Similar to last year and in light of the COVID-19 pandemic, we will hold our Meeting in a virtual only format, which will be conducted via a live audio webcast. Registered shareholders and duly appointed proxyholders will have an equal opportunity to attend, participate and vote at the Meeting online. We hope that hosting a virtual Meeting will increase participation by our shareholders, as it will enable shareholders to more easily attend the Meeting regardless of their geographic location. Shareholders will not be able to physically attend the Meeting.

Registered shareholders and duly appointed proxyholders can vote online by ballot at the appropriate times during the Meeting. The control number located on the proxy form or in the email notification you received is your Control Number for purposes of logging in to the Meeting online. See “How to Attend the Meeting” below for additional information on how to log in to the Meeting online.

Non-registered shareholders who have not duly appointed themselves as proxyholders may attend the Meeting as guests. Guests will be able to listen to the Meeting online, but will not be able to vote or ask questions at the Meeting. This is because our transfer agent, TSX Trust, does not have a record of the non-registered shareholders of Centerra and, as a result, will have no knowledge of your shareholdings or entitlement to vote, unless you appoint yourself as proxyholder using your voting instruction form. If you are a non-registered shareholder and wish to vote at the Meeting, you must (i) appoint yourself as proxyholder by inserting your own name in the space provided for appointing a proxyholder on the voting instruction form sent to you and (ii) follow all of the applicable instructions, including the deadline, provided by your intermediary. See “How to Attend the Meeting” below for additional information on how to log in to the Meeting online, and see “Appointment of a Third Party as Proxy” below for additional information on how non-registered shareholders can appoint themselves as proxyholder.

How to Attend the Meeting

Registered shareholders and duly appointed proxyholders, including non-registered shareholders who have duly appointed themselves as proxyholder, will be able to attend, participate and vote at the Meeting online at https://web.lumiagm.com/489253739. We recommend that you log in at 10:00 a.m. (Toronto time), one hour before the Meeting starts. Once you have logged in, select “I have a login” and then enter your Control Number (see below) and password “centerra2022” (case sensitive). You will need the latest versions of Chrome, Safari, Edge or Firefox. Please ensure your browser is compatible by logging in early. PLEASE DO NOT USE INTERNET EXPLORER.

Registered shareholders: The control number located on the form of proxy you received is your Control Number.

Duly appointed proxyholders: TSX Trust will provide the proxyholder with a Control Number after the proxy voting deadline has passed and the proxyholder has been duly appointed AND registered as described in “Appointment of a Third Party as Proxy” below.

Guests, including non-registered beneficial shareholders who have not duly appointed themselves as proxyholder, can listen to the Meeting. Guests are not able to vote or ask questions at the Meeting. Log in online at https://web.lumiagm.com/489253739, select “I am a guest”, and then complete the online registration form.

If you attend the Meeting online, it is important that you remain connected to the internet for the duration of the Meeting in order to vote when balloting commences. It is your responsibility to ensure that you remain connected. Online check-in will begin one hour prior to the Meeting on September 22, 2022, at 10:00 a.m. (Toronto time). The Meeting will begin promptly at 11:00 a.m. (Toronto time) on September 22, 2022, unless otherwise adjourned or postponed. You should allow ample time for the online check-in procedures. For any technical difficulties experienced during the check-in process or during the Meeting, please refer to https://www.lumiglobal.com/faq.

Registered shareholders and duly appointed proxyholders who login to the Meeting with a Control Number can ask questions during the Meeting via the messaging feature on the virtual meeting platform. Questions will generally only be addressed during a question period at the end of the Meeting, however, questions regarding procedural matters or directly related to a specific motion may be addressed during the Meeting. Questions or comments containing inappropriate language (including profanities or hostilities), questions of a personal nature, or questions that are otherwise disruptive to the orderly conduct of the Meeting will not be published or answered. If the Company cannot answer a question during the Meeting because of timing or technical limitations, management will endeavor to respond by email as soon as practical after the Meeting.

Caution: Internal network security protocols including firewalls and VPN connections may block access to the Lumi platform for the Meeting. If you are experiencing any difficulty connecting or watching the Meeting, ensure your VPN setting is disabled or use a computer on a network not restricted to security settings of your organization.

If the Meeting is disrupted for any reason due to technical issues, please remain logged in to the Meeting.

Appointment of a Third Party as Proxy

The following applies to shareholders who wish to appoint someone as their proxyholder other than the Centerra proxyholders named in the enclosed form of proxy or voting instruction form accompanying this Circular. This includes non-registered shareholders who wish to appoint themselves as proxyholder to attend, participate and vote at the Meeting online.

Shareholders who wish to appoint someone other than the Centerra proxyholders named in the enclosed form of proxy as their proxyholder to attend the Meeting as their proxy and vote their Centerra shares MUST submit their form of proxy or voting instruction form, as applicable, appointing that person as proxyholder, AND register that proxyholder online, as described below. Registering your proxyholder is an additional step that must be completed AFTER you have submitted your form of proxy or voting instruction form. Failure to register your proxyholder will result in the proxyholder not receiving a Control Number, which is used as their online sign-in credentials and is required for them to ask questions and vote at the Meeting.

Step 1 - Submit your form of proxy or voting instruction form: To appoint someone as proxyholder other than the Centerra proxyholders, insert that person’s name in the blank space provided in the form of proxy or voting instruction form (if permitted) and follow the instructions for submitting such form of proxy or voting instruction form. This must be completed before registering the proxyholder, which is an additional step completed once you have submitted your form of proxy or voting instruction form.

Step 2 - Register your proxyholder: To register a third-party proxyholder, shareholders must contact TSX Trust and provide TSX Trust with the required proxyholder contact information so that TSX Trust may provide the proxyholder with a Control Number. TSX Trust can be contacted by phone at 1-866-751-6315 (within North America) or 212-235-5754 (outside of North America) or by internet at https://www.tsxtrust.com/control-number-request. Requests for a Control Number must be received by 11:00 a.m. (Toronto time) on September 20, 2022. Without a Control Number, proxyholders will not be able to ask questions or vote at the Meeting. They will only be able to attend the virtual Meeting online as a guest.

If you are a non-registered shareholder and wish to vote at the Meeting, you must insert your own name in the blank space provided on the voting instruction form sent to you by your intermediary, follow the applicable instructions provided by your intermediary, AND register yourself as your proxyholder, as described below. By doing so, you are instructing your intermediary to appoint you as proxyholder. It is important that you comply with the signature and return instructions provided by your intermediary.

If you are a non-registered shareholder located in the United States and wish to vote at the Meeting, or, if you are permitted, to appoint a third party as your proxyholder, in addition to the steps described above under “How to Attend the Meeting”, you must first obtain a valid legal proxy from your intermediary. You must follow the instructions from your intermediary which are included with the legal proxy form or the voting information form sent to you with this Circular. If you have not received one, you must contact your intermediary to request a legal proxy form or a legal proxy. After obtaining a valid legal proxy from your intermediary, you must then submit such legal proxy to the Company’s transfer agent, TSX Trust by mail at Attn: Proxy Dept., P.O. Box 721, Agincourt, Ontario, Canada, M1S 0A1, or by email to proxyvote@tmx.com. The request for registration must be labeled “Legal Proxy” and received by TSX Trust no later than the voting deadline of 11:00 a.m. (Toronto time) on September 20, 2022 or, if the Meeting is postponed or adjourned, on a day other than a Saturday, Sunday or a statutory holiday in the Province of Ontario which is at least 48 hours before the time of such reconvened or convened meeting, as applicable.

VOTING COMMON SHARES

Centerra is authorized to issue an unlimited number of Shares and preference shares without par value. On August 19, 2022, the Company had 220,084,174 Shares issued and outstanding. The directors have fixed August 19, 2022 as the record date for the Meeting. Only holders of Shares who are on record on that date will be entitled to vote on the matters proposed to come before the Meeting on the basis of one (1) vote for each Share held.

PRINCIPAL HOLDERS OF VOTING SECURITIES

To the knowledge of the directors and officers of the Company, the only persons or companies who beneficially own, or exercise control or direction over, directly or indirectly, voting securities of the Company carrying more than 10% of the voting rights attached to any class of voting securities are indicated below:

Source:

(1) Alternative Monthly Reporting System Report on Form 62-103F3 of Blackrock, Inc. dated April 7, 2022, as filed on SEDAR.

(2) Schedule 13G of Van Eck Associates Corporation dated February 4, 2022, as filed on EDGAR.

BUSINESS TO BE TRANSACTED AT THE MEETING

Financial Statements

The audited financial statements of Centerra for the period ended December 31, 2021 and the auditors’ report thereon will be placed before the Meeting. Copies of the financial statements, together with the auditors’ report thereon, have been provided to shareholders who have validly requested such statements separately and are available under Centerra’s profile on SEDAR at www.sedar.com and EDGAR at www.sec.gov/edgar.

Election of Directors

The Board of Directors (the “Board”) has approved the nomination of the individuals named below for election as directors of Centerra. Each of the nominees is a current director of Centerra and has been since the dates indicated below and was elected to his or her present term as a director by the shareholders of the Company at the annual general meeting of the Company’s shareholders held on May 11, 2021, except Ms. Wendy Kei who was appointed to the Board on May 3, 2022.

Management does not believe that any of the proposed nominees will be unable to serve as a director, but if that should occur for any reason before the Meeting, the management representatives designated in the enclosed form of proxy reserve the right to nominate and vote for another nominee at their discretion, unless otherwise instructed. The form of proxy permits shareholders to vote for or against each nominee. Each director elected will hold office until the next annual meeting of shareholders or until his or her successor is elected or appointed.

Majority Voting and Advance Notice Nominations

In accordance with the Canada Business Corporations Act (the “CBCA”), at uncontested shareholder meetings held on or after August 31, 2022, any director nominee receiving more “against” votes than “for” votes will not be elected. However, under the CBCA majority voting rules, if an incumbent director is not elected by a majority of votes at the Meeting, the incumbent director will be permitted to continue in office until the earlier of (i) the 90^th day after the Meeting and (ii) the day on which their successor is appointed or elected.

In addition, in order to ensure that all shareholders have sufficient time and information to properly review all director nominees, the Company’s by-laws require that all director nominations be made with sufficient notice and provide certain prescribed information concerning such director nominees. For further information, please refer to “Report on Corporate Governance – Majority Voting and Advance Notice Nominations” on page 44.

Board Nominee Information

According to the Company’s constating documents, the Board shall have between 3 and 15 directors.

The Company considers diversity of background, skills, age, culture, geography, experience, and gender when reviewing potential director candidates, and the nine directors nominated this year represent a strong and diverse mix of experience in finance, mining, engineering, sustainability, government relations, Indigenous relations, risk management, legal, metallurgy, mergers and acquisitions and international business – key skills for overseeing the Company’s affairs and guiding its strategic growth. See also “Diversity of the Company’s Directors and Officers” on page 48.

The following tables set out the name and biographical information of each nominee, including present principal occupation, principal occupations and directorships during the past five years and whether or not the nominee has been determined by the Board to be independent of Centerra under Canadian securities laws. The table below also sets out each nominee’s appointment date to Centerra’s Board (where applicable), attendance at Board and standing Committee meetings during 2021, other public company directorships, and minimum ownership requirement. All nominees are in compliance with their minimum ownership requirements. For further information on the breakdown of the Directors’ Share ownership, see “Report on Executive Compensation –Directors’ Share Ownership” on page 39.

The Board recommends that shareholders vote in favour of each of the following nominees as directors of Centerra. Unless otherwise instructed, the management representatives designated in the enclosed form of proxy intend to vote FOR the election as directors of the proposed nominees whose names are set out below.

MICHAEL S. PARRETT

RICHARD W. CONNOR

WENDY KEI

JACQUES PERRON

SCOTT G. PERRY

SHERYL K. PRESSLER

BRUCE V. WALTER

PAUL N. WRIGHT

SUSAN L. YURKOVICH

2021 Shareholder Support

The table below sets out the voting results at the Company’s 2021 annual meeting of shareholders for the incumbent director nominees standing for election at the Meeting.

Cease Trade Orders, Bankruptcies, Penalties or Sanctions

To Centerra’s knowledge, no nominee for director is or has been in the last 10 years a director, Chief Executive Officer or Chief Financial Officer of any company that: (a) was subject to an order that was issued while the nominee was acting in that capacity, or (b) was subject to an order that was issued after the nominee ceased to act in that capacity and which resulted from an event that occurred while that person was acting in that capacity. For the purposes of the foregoing, “order” means (i) a cease trade order, (ii) an order similar to a cease trade order, or (iii) an order that denied the relevant company access to any exemption under securities legislation, which was in effect for a period of more than 30 consecutive days.

Other than as noted below, to Centerra’s knowledge, no nominee for director: (a) is or has been in the last 10 years a director or executive officer of any company that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets, or (b) has in the last 10 years become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the proposed director.

Mr. Wright was a director of Nordic Mines AB (“Nordic”) until November 17, 2012. On July 8, 2013, within one year of Mr. Wright ceasing to be a director, Nordic announced that it had requested a Court appointed Administrator for itself and its Swedish and Finnish subsidiaries. The appointment of the Swedish Administrator was terminated by the District Court of Uppsala in a decision on September 1, 2014, when an agreement on debt write-off was entered into between Nordic and its creditors and lenders.

Mr. Perry was a director of Lachlan Star Limited, a mining company based in Australia. He ceased being a director in October 2014. In February 2015, Lachlan Star Limited entered into voluntary administration.

Mr. Parrett was a director of Mongolia Minerals Corporation (a private company involved in mining investments in Mongolia) which was granted creditor protection under the Companies Creditors’ Arrangement Act (“CCAA”) on June 16, 2014. The CCAA proceedings were terminated in February 2015 and Mr. Parrett resigned on February 20, 2015.

Appointment of Auditors

It is proposed that the KPMG LLP be re-appointed as auditor of the Company to hold office until the next annual meeting of shareholders and that the Board be authorized to fix their remuneration. KPMG LLP was first appointed auditor of the Company on May 10, 2005.

Audit, tax and other fees billed by KPMG LLP in respect of the financial years ended December 31, 2021 and 2020 were as follows:

The Board recommends that shareholders vote in favour of the re-appointment of KPMG LLP as auditor of the Company, to hold office until the next annual meeting of shareholders, and the authorization of the Board to fix their remuneration. Unless otherwise instructed, the management representatives designated in the enclosed form of proxy intend to vote FOR the re-appointment of KPMG LLP as auditor of the Company, to hold office until the next annual meeting of shareholders, and to authorize the Board to fix their remuneration.

Advisory Vote on Executive Compensation

The Board believes that the Company’s compensation program must be competitive with companies in its peer group, provide a strong incentive to its executives to achieve Centerra’s business and financial objectives and ensure that interests of management are aligned with the short and long-term interests of the Company’s shareholders. Centerra believes that its compensation program is consistent with those objectives and are in the best interest of shareholders. A detailed discussion of the Company’s executive compensation program is provided under ‘‘Compensation Discussion and Analysis’’ starting on page 19 of this Circular.

In connection with the Company’s separation from the Kyrgyz Republic and related governance changes, the Board has resolved to provide shareholders with a ‘‘Say on Pay’’ advisory vote on the Company’s approach to executive compensation, which is intended to form an important part of the ongoing engagement between shareholders and the Board. At the meeting, shareholders will be asked to consider, and if deemed advisable, approve the following advisory resolution:

Resolved, on an advisory basis and not to diminish the role and responsibilities of the Board, the shareholders accept the approach to executive compensation disclosed in the Company’s management information circular delivered in respect of the 2022 annual general meeting of shareholders.

Because this vote is advisory, it will not be binding upon the Board. However, the Board and the Human Resources and Compensation Committee will take the outcome of the vote into account in their ongoing review of executive compensation.

The Board recommends that shareholders vote in favour of the resolution to accept the Company’s approach to executive compensation. Unless otherwise instructed, the management representatives designated in the enclosed form of proxy intend to vote FOR the approval of the resolution to accept the Company’s approach to executive compensation.

REPORT ON EXECUTIVE COMPENSATION

Letter from the Human Resources and Compensation Committee

Dear Centerra Shareholders,

On behalf of the Human Resources and Compensation Committee (the “HRC Committee”), I am pleased to provide an overview of our 2021 performance and summary of how executive compensation outcomes for the year aligned with performance.

2021 marked one of the most challenging years in the history of Centerra. As the year began, the COVID-19 pandemic continued to hamper operations and the team worked to minimize the effects on our business. Then in May 2021, the organization was faced with unprecedented challenges arising from the imposition of external management on the Kumtor mine by the Kyrgyz Government, effectively removing the mine from management’s control and creating significant uncertainty for employees, the company and our shareholders. This event required an immediate re-focusing of the team to develop a plan to address this extraordinary event, while continuing to drive shareholder value through the operations of the remaining mines. Through the collective effort and dedication of approximately 1,000 Centerra employees around the world, the Company was able to manage through these significant challenges and is well positioned for future growth now that the situation with the Kyrgyz Republic has been resolved.

The events of 2021 made the evaluation of 2021 corporate performance difficult. Throughout the year, and with advice of our compensation advisors, the HRC Committee considered various alternative approaches to evaluate company performance, including different scenarios with recalibrated 2021 targets that both included and excluded the Kumtor mine. After careful consideration and while acknowledging that our overall performance in 2021 was overshadowed by the situation at Kumtor, the HRC Committee decided that a recalibration of the 2021 Company targets was appropriate.

In making this determination, the HRC considered many factors including the fact that the corporate performance multiplier impacts the annual incentive of employees at all levels of the organization, and, absent a recalibration, employees would be unfairly punished for an event that was not within their control and unrelated to their performance. This approach also aligned our annual company performance assessment to the reported 2021 consolidated financial statements. As such, the results quoted below have been compared to recalibrated targets that include the Kumtor mine until the date external management was imposed.

Reviewing 2021 Performance

In 2021, we exceeded our consolidated gold production and cost guidance, delivering more than 447,000 ounces of gold at an all-in sustaining cost on a by-product basis, excluding revenue-based taxes, of US$803 per ounce sold. Gold production was higher than maximum target and exceeded the high-end of gold production guidance. All-in sustaining cost on a by-product basis (excluding revenue-based taxes) was also better than maximum target and lower than guidance. Net losses for the year totaled $381.8 million or $1.29 per share, including derecognition of the Kumtor mine, and the impairment reversal at the Mount Milligan mine. Adjusted net earnings for the year of $233.6 million or $0.79 per share reflects Kumtor operations until May 2021. Adjusted net earnings from continuing operations (excluding Kumtor completely) totaled $149.3 million, a 115% increase from 2020, indicating continued strong performance from our two operating mines Mount Milligan and Öksüt.

We are pleased to have advanced a number of Environmental, Social and Governance (“ESG”) initiatives during the year. We operated throughout the year without a material environmental event at any of our operations. In addition, our year two requirements for the World Gold Council Responsible Gold Mining Principles (“RGMP”) implementation were achieved with RGMP self-assessments completed, a Company-wide roadmap to conformance signed off by the executive team and year two assurance completed. Significant progress was also made in our Diversity, Equity & Inclusion (“DE&I”) journey with a global current state assessment completed and recommendations presented to the Executive DE&I Council, Regional DE&I Committees, and the Senior Leadership Team. Additionally, the creation of global and regional strategies to advance our performance were under development.

Unfortunately, our consolidated safety performance was disappointing. We ended the year with a Company-wide Total Reportable Injury Frequency Rate of 0.69, which underperformed our target of 0.41 due to several incidents at our Mount Milligan mine. This resulted in a zero rating for safety in 2021. Despite the disappointing overall safety score, the Company did recognize the following important milestones during the year ended December 31, 2021: the Öksüt mine achieved two million work hours without a lost-time injury, the Thomson Creek mine, Langeloth facility and Kemess UG project each achieved one full year without a lost-time injury, and the Endako mine achieved eight years without a lost-time injury. We remain committed to improving our current safety record through the expansion of our safety training programs and an increase of on-site resources dedicated to support health and safety.

Financially, the Company generated cash provided by operating activities (including Kumtor until May 2021) of $392 million which was higher than maximum target. The Company ended the year with more than $1.3 billion of total liquidity (cash of $947 million and an undrawn $400 million Corporate Credit Facility), positioning Centerra well for future growth.

Finally, we continued to progress on our longer-term strategy, including assessing both organic and inorganic growth opportunities. The objective to increase organic gold equivalent ounces resource growth exceeded maximum target with the release of the updated mineral reserve and mineral resources estimates for the Mount Milligan mine, the Öksüt mine and the Kemess property as of December 31, 2021. We also completed a US$400 million refinancing of the Company’s revolving line of credit in the first quarter of 2021 and later amended the agreement to allow for the availability of US$340 million of distributions to shareholders, achieving the target and maximum performance level results in this area. However, disappointingly, our efforts to pursue a value enhancing divestiture strategy for the Kemess asset were unsuccessful.

Alignment with Compensation Outcomes

As outlined above, the HRC Committee performed a thorough review of 2021 performance, and for the purposes of determining the appropriate corporate performance multiplier for 2021, made the decision to recalibrate Centerra’s 2021 performance objectives to include the Kumtor mine results until the date external management was imposed. Corporate annual performance was assessed against the new targets and, despite an extremely challenging year, the Company was able to meet most recalibrated targets, resulting in a corporate performance multiplier of 110%. However, in addition to the disciplined quantitative approach that the HRC Committee and the Board have taken, business judgement was also applied to assess the reasonableness of the overall results given the loss of shareholder value following the imposition of external management on the Kumtor mine. As a result, the HRC Committee recommended, and the Board approved, the application of discretion, capping the 2021 corporate performance multiplier at 100%. This included a score of 0% on Safety and scores near target or maximum performance on most other measures.

The HRC Committee and the Board also applied discretion to reduce the CEO’s individual performance assessment, approving an 85% score for individual performance goals. The same discretion was applied for all other named executive officers, capping individual performance at 100%.

The 100% corporate performance multiplier, together with an assessment of 85% for individual performance goals, resulted in the CEO’s annual incentive plan award approved at $929,688. Among the other named executive officers, annual incentive plan awards ranged from $289,250 to $411,840.

PSUs granted in 2019 and 2020 vested at the end of December 2021 and settled in January 2022. In alignment with share price appreciation and the experience of investors, executives received payments with a value above the original grant date value for 2019 grants and a value below the original grant date value for 2020 grants. Payouts from grants made in 2019 were paid out at an adjustment factor of 1.17 times; payouts from grants made in 2020 were paid out at an adjustment factor of 0.44 times, reflecting the impact on Share price following the seizure of the Kumtor mine.

HRC Committee Activities

The HRC Committee undertook a series of initiatives in 2021, including ongoing oversight of executive compensation, governance and succession planning. Other HRC Committee activities in 2021 included:

Key Areas of Focus for 2022

The HRC Committee remains focused on aligning pay outcomes with the execution of the Company’s overall strategy. The annual incentive plan for fiscal 2022 will reflect modest changes to the defined measures and relative weights of certain measures, included to reinforce key performance objectives, including:

In addition, in connection with the Company’s separation from the Kyrgyz Republic and related governance changes, the Board is providing shareholders with a “Say on Pay” advisory vote on the Company’s approach to executive compensation, which is intended to form an important part of the ongoing engagement between shareholders and the Board.

Annual General Meeting

I trust this letter provides a summary of Centerra’s performance in 2021 and the HRC Committee’s rationale for compensation decisions made for the CEO and other Named Executive Officers. I hope you will participate in the Meeting, and I encourage you to ask questions of me or any of the other members of the HRC Committee on issues of interest to you.

Compensation Governance

Human Resources and Compensation Committee Composition

The current members of the Human Resources and Compensation Committee of the Board (the “HRC Committee”) are Ms. Yurkovich (Chair), Mr. Connor, and Mr. Parrett, each of whom is independent of Centerra. The Board has adopted a formal charter for the HRC Committee, which provides that one of the primary purposes of the HRC Committee is to assist the Board in fulfilling its oversight responsibilities in relation to the selection, retention and compensation of the CEO and senior management. See “Report on Corporate Governance – Committees of the Board of Directors” on page 45 for a detailed description of the HRC Committee charter.

Human Resources and Compensation Committee Expertise

Each of the three HRC Committee members has considerable prior experience in human resources and compensation matters. The specific experience of each HRC Committee member relevant to serving on the HRC Committee is set out below.

Human Resources and Compensation Committee’s Role in Setting Executive Compensation

The HRC Committee, with the assistance of outside advisors, as appropriate, is involved in setting and reviewing executive compensation in the following ways:

Managing Compensation-Related Risk

Annually, the HRC Committee reviews the Company’s compensation policies and practices to assess risks associated with them. This review is conducted by independent external advisors who also provide regular updates to the HRC regarding compensation related risks and corporate governance matters affecting compensation practices.

Centerra uses the following practices to discourage or mitigate excessive risk-taking:

A full review of compensation-related risk is completed by the independent advisor every two to three years and overseen by the HRC Committee. The last full review and report was completed in December 2020. The HRC Committee concluded at that time that there were no risks arising from Centerra’s executive compensation programs that are reasonably likely to have a material adverse effect on Centerra. In 2021, the HRC Committee’s independent advisors reviewed, at a high level, the risk associated with the Company’s compensation practices and concluded the same.

Human Resources and Compensation Consultant Fees

The following chart shows the aggregate fees paid to human resources consultants or advisors, or any of their affiliates, for consulting services (excluding purchased surveys) related to determining compensation for any of the Company’s directors and executive officers, for the past two financial years.

Centerra has engaged WTW (formerly Willis Towers Watson) since 2013 on ad hoc matters. Starting in early 2019, the HRC Committee engaged WTW to be the independent external compensation advisor to the HRC Committee and the Board. In 2021, WTW’s engagement included advising the HRC Committee on the annual review of its comparator group, providing a report on current trends in executive compensation and governance, a review of director compensation and benchmarking the Company’s compensation for executives.

From time to time, management may also engage WTW to provide consulting services. While neither the Board nor the HRC Committee is required by their mandates to pre-approve other services the HRC Committee consultant or advisor (or any of its affiliates) provides to the Company at the request of management, the Company’s practice has been for the Chair of the HRC Committee to pre-approve such engagements to ensure independence and transparency.

Compensation Discussion and Analysis

Named Executive Officers

This Compensation Discussion and Analysis discusses the compensation of Centerra’s CEO, CFO and its three other most highly compensated executive officers (collectively, the “Named Executive Officers” or “NEOs”) in 2021:

Compensation Philosophy and Objectives

Centerra’s executive compensation program is intended to support the Company’s business and financial objectives, and is designed to attract, retain, and motivate executives and align their interests with the short and long-term interests of Centerra’s shareholders by:

Benchmarking Compensation

Compensation Comparator Group

In July and September 2021, the annual review of the group of companies used by the Company as a reference for determining competitive total compensation packages was conducted by the Company’s external advisors. The comparator group is selected from North American-based, publicly traded, gold and diversified metal and mining companies with whom Centerra competes for executive and other professional talent. Key selection considerations include size, operating complexity and international scope, and organizational structure. Following that review and considering the effect that the loss of the Kumtor mine had on the Company’s financials, the Company revised the comparator group to add Equinox Gold Corp. and to remove three of its largest peers, Agnico Eagle Mines Limited, Kinross Gold Corporation and Kirkland Lake Gold Ltd. With those changes, the Company’s current comparator group comprises the following twelve companies:

Components of Executive Compensation

Centerra’s compensation program is designed to provide its executive officers with total compensation targeted at the 50^th percentile of its comparator group of companies when Company and individual performance objectives are achieved, with the opportunity for additional compensation when performance exceeds predetermined targets.

Centerra’s executive compensation program is comprised of four components:

The HRC Committee annually reviews the various elements of compensation to ensure alignment with the goals of Centerra and each executive officer, as well as Centerra’s compensation objectives and philosophy. While the precise proportions of executive compensation will vary from year to year, the HRC Committee and the Board’s compensation philosophy is that most compensation paid to executives should be “at-risk” (annual cash incentive bonus, PSUs, Options, and RSUs where appropriate) to more closely align those executives’ actions and decisions with the interests of the Company’s shareholders. In 2021, 79% of the CEO’s and 71% (on average) of the other NEOs’ total target compensation was received in “at risk” compensation.

Base Salary

Base salary is the principal fixed component of pay and is intended to compensate executive officers for fulfilling their duties, to reflect such executive officer’s responsibilities, tenure and prior experience and assist in the attraction and retention of key executives. Base salaries are the principal basis for establishing the targets for the annual, mid-term and long-term incentive plan awards discussed below.

Any salary change for the CEO is recommended annually by the Chair of the Board and the Chair of the HRC Committee, who conduct a formal assessment of the CEO’s performance in the year. The results of the formal assessment are then reviewed with the HRC Committee, and recommendations made to the Board who make the final determination for any salary increase for the CEO.

Any salary changes for the other NEOs, all of whom report directly to the CEO, are recommended by the CEO to the HRC Committee who makes the final determination of any salary increase. For 2022, none of the NEOs salaries have changed compared to 2021.

Short-Term Incentives — Annual Cash Bonus Incentives (Non-Equity)

Centerra’s annual cash bonus incentive plan is a short-term incentive plan designed to provide annual cash bonuses based upon the achievement of corporate and individual targets/objectives in the year. Awards are based on the Company’s results achieved during the year and the achievement of predetermined individual targets/objectives. The compensation decisions for NEOs are made using a comprehensive evaluation process that involves the CEO, the HRC Committee and other Board committees (as appropriate) and the Chair of the Board.

NEOs and other eligible employees may elect to take all or a portion of their annual cash bonus incentive in the form of employee restricted share units (“Employee RSUs”) which acts as a mid-term incentive plan. This feature reduces cash payments to executives, while also further aligning executive compensation with sustainable performance as NEOs forego annual cash for equity which vests over time with the ultimate value reflecting shareholders’ perceptions of performance over that period. For further information relating to Employee RSUs, see “Employee Restricted Share Units (in lieu of Annual Cash Bonus)” starting on page 26.

The 2021 target cash bonus incentive percentages for the NEOs are set out below:

The annual cash bonus incentive target percentages are subject to multipliers based on corporate and individual performance during the year and, as such, actual awards may be above or below such targets. Both the corporate and individual performance components of the annual cash bonus incentive measures may range from 0% (if the threshold performance level is not achieved) to 150% (if the stretch performance level is exceeded). However, the maximum aggregate multiplier that can be applied to the annual cash bonus incentive target is capped at two times target, resulting in maximum annual cash bonus incentives of two times a NEO’s target bonus. If a NEO is promoted during the year and the bonus target changes, the bonus target is pro-rated for the purpose of determining the NEO’s annual cash bonus incentive payment at year end.

The formula set out below is used to determine actual cash bonus awards for participants, including the NEOs. Other than base salary, which is discussed above, each element of this formula is discussed below.

Corporate Performance

At the beginning of each year, the Board and management agree on financial, operational and strategic objectives for the year which are based upon a number of factors, including Centerra’s annual and long-term business strategy and its overall risk appetite. At the conclusion of each year, the HRC Committee assesses actual performance against these objectives. Centerra’s 2021 corporate performance measure was based upon the following performance categories for cash bonus incentive plan purposes:

If Centerra meets each of the targeted performance measures, the corporate performance multiplier is 1.0. If the stretch performance is achieved or exceeded for each of the corporate performance measures, the corporate performance multiplier is 1.5. If the minimum performance is not achieved for a particular corporate performance measure, no amount is payable for that measure.

In 2021, the HRC Committee performed a thorough review of the year’s performance which was one of the most challenging in the history of Centerra. In addition to the lingering effects of the COVID-19 pandemic, the organization faced unprecedented challenges from the illegal seizure of the Kumtor mine by the Kyrgyz Republic Government in May 2021. These events made the evaluation of 2021 corporate performance exceedingly difficult. The HRC Committee considered, with the advice of its independent compensation advisers, various alternative approaches to evaluate company performance, including different scenarios with recalibrated 2021 targets (including and excluding the Kumtor mine). While acknowledging that Centerra’s overall performance in 2021 was overshadowed by the significant loss of shareholder value resulting from the seizure of the Kumtor mine, the HRC Committee also considered that the corporate performance multiplier impacts the annual incentive of employees at all levels of the organization. As a result, a decision was made to recalibrate Centerra’s 2021 performance objectives to include the Kumtor mine results until the date of the seizure consistent with the treatment of the seizure in the 2021 annual financial statements and the Company’s corporate annual performance was assessed against these revised targets. The HRC Committee used its discretion to cap the corporate performance score to 1.0.

A summary of the 2021 results as well as a discussion of 2021 corporate performance is set out below.

Environmental, Social and Governance - The Company realized several significant safety milestones including those that were recognized for achieving numerous health and safety exposure hours without incurring any lost time injuries. However, Centerra experienced a total reportable injury frequency rate that was below the minimum targeted performance levels and hence a zero score was assigned. Centerra performed well against 2021 targets for environmental incidents and advanced its progress in social and governance initiatives. The Company’s year two requirements for the RGMP implementation were achieved, with RGMP self-assessments completed, a Company-wide roadmap to conformance signed off by the executive team and year two assurance completed. Significant progress was made in our DE&I journey with a global current state assessment completed, recommendations presented and the creation of global and regional strategies underway.

Operating and Financial Performance - The Company’s operational performance was as follows: (i) full year 2021 gold production of 447,971 ounces, which was higher than the maximum performance target of 441,406 ounces. Kumtor produced 139,830 ounces until May 2021, Mount Milligan produced 196,438 ounces of gold and Öksüt produced 111,703 ounces of gold; (ii) full year 2021 copper production of 73.3 million pounds, slightly below the targeted objective of 75.7 million pounds; (iii) adjusted all-in sustaining costs on a by-product basis per ounce sold, excluding revenue based taxes, of US$803, ¹ which was lower than the maximum performance target of US$913; and (iv) operating cash flow of US$392 million during the year, which was above the maximum targeted Company-wide objective of US$390 million.

Growth and Value Creation - The Company was successful against its growth and value creation objectives in 2021 as it successfully refinanced its $400 million revolving line of credit and achieved maximum performance target. Mineral resource growth target was achieved at maximum performance target with the release of updated mineral reserve and mineral resources estimates for the Mount Milligan mine, the Öksüt mine and the Kemess property as of December 31, 2021. Unfortunately, Centerra was unable to achieve a net asset value proposal for the Kemess asset and hence did not meet this objective in 2021.

2021 Corporate Objectives – Results

The quantitative approach above compares 2021 results against recalibrated targets that exclude the Kumtor mine from the date of seizure. Although this assessment resulted in a corporate performance multiplier of 109.84%, the HRC Committee did not consider that to be a reasonable outcome given the loss of shareholder value following the seizure of the Kumtor mine. Consequently, the HRC Committee applied discretion to cap the 2021 corporate performance multiplier at 1.00.

2021 Individual Performances

Annually, all executives, including the CEO, establish individual performance objectives for the ensuing year. These objectives are generally outside the scope of routine work responsibilities and are designed to reflect Centerra’s strategic objectives and overall risk appetite.

The CEO’s individual performance for the purpose of the annual incentive plan cash bonus is based upon performance against a predetermined set of objectives. This performance rating is based upon input from the Chair of the Board, the Chair of the HRC Committee, members of the HRC Committee and Chairs of other committees, as appropriate. This rating and the resultant incentive compensation amount are recommended by the HRC Committee to the Board for approval.

The CEO annually provides the Chair of the HRC Committee with individual performance assessments for each of the executives who directly report to him, including the other NEOs. The HRC Committee reviews the recommendations and approves the individual performance scores, with such changes as it considers necessary, for such direct reports of the CEO, taking into account the various factors noted below. Specifically, in assessing individual performance in the context of making executive compensation recommendations, the HRC Committee considers each executive officer’s:

In assessing each individual NEO’s performance, the HRC Committee and the Board considered the individual achievements of each NEO as compared to their individual objectives.

Mr. Perry’s individual performance in 2021 was evaluated based on, among other things, production and all-in sustaining costs across the operations during the COVID-19 pandemic, navigating the challenges arising from the seizure of the Kumtor mine, continuing to effectively manage employee engagement; implementing critical controls as a health and safety indicator and working to improve global safety performance, and continued talent development in his senior leadership team. Mr. Perry continued to develop strong relationships with investor groups through meetings and presentations. Mr. Perry was also responsible for the continued roll-out and expansion of Centerra’s DE&I initiatives and talent management and succession programs.

Mr. Millman’s individual performance in 2021 was evaluated based on, among other things, completing the successful listing of the Company on the New York Stock Exchange (NYSE), delivering a global IT system roadmap, enhancing the reach of the Company’s investor relations activities and developing succession planning and talent development plans for the Finance group.

Mr. Desjardins’ individual performance in 2021 was evaluated based on, among other things, ensuring operations continue uninterrupted throughout the COVID-19 pandemic and leading the Company’s response to the COVID-19 pandemic, receiving Mount Milligan’s water permit approvals, improving safety performance across all sites, and actively supporting DE&I initiatives.

Mr. Kwong’s individual performance in 2021 was evaluated based on, among other things, reviewing and advising on acquisition/divestment opportunities, rolling out critical control processes for exploration drilling across the Company, developing a pipeline of new greenfield exploration projects as well as advancing brownfield exploration programs to incrementally increase the Company’s mineral reserves and resources and actively supporting DE&I initiatives.

Mr. Rehman’s individual performance in 2021 was evaluated based on navigating the challenges arising from the seizure of the Kumtor mine, legal support on business development initiatives, establishing the NYSE dual listing, receiving Mount Milligan’s water permit approvals, and actively supporting DE&I initiatives.

Overall, the CEO and each NEO achieved and/or exceeded performance against their individual goals. However, for the reasons described above, the HRC Committee and the Board used discretion to limit the CEO’s individual performance assessment at 85% and for all other Named Executive Officers at 100%.

Overall Results of Annual Cash Bonus Incentive Awards

A summary of the 2021 annual cash bonus incentive awards for each NEO is set out in the table below:

Mid-term and Long-term Incentives

Centerra’s mid-term and long-term incentive programs typically consist of annual grants of PSUs awarded under its Performance Share Unit Plan (“PSU Plan”) and Options awarded under its Share Option and Share Appreciation Rights Plan (“Option Plan”). The PSU Plan and the Option Plan are administered by the HRC Committee. PSUs are awarded by the HRC Committee, and Options are awarded by the Board upon the recommendation of the HRC Committee. Prior grants are not considered when considering new grants of PSUs and Options. The HRC Committee and the Board target the grant of mid-term and long-term incentives as a percentage of the participant’s base salary, with the percentage reflecting the level of responsibility of the participant and other factors. The form of the incentive award (whether PSUs, Options or other) for each executive is at the discretion of the Board, although the Company’s practice has been to divide the award value equally between PSUs and Options.

Performance Share Units

Centerra’s PSU Plan is a mid-term incentive plan that permits Centerra to grant PSUs to its employees and executive officers. The purpose of the PSU Plan is to align the interests of plan participants with Centerra’s performance in increasing shareholder value over the medium term, especially in comparison with other gold companies included in the S&P/TSX Global Gold CAD$ Index as measured through its Total Return Index Value (the “TRIV”). The PSU Plan provides a staggered vesting schedule over three years whereby 50% of the PSUs vest on December 31 of the year following the grant year (end of year 2), and the remaining 50% of the PSUs vest on December 31 of the subsequent year (end of year 3). At the time of vesting, the number of PSUs will be adjusted according to the Share price performance relative to the TRIV in accordance with the table below and calculated on a linear basis between the points in the table.

PSUs are automatically redeemed at the time of vesting for the cash equivalent of a Share based upon its fair market value (as defined in the PSU Plan) immediately prior to vesting of the PSUs or, at Centerra’s election, a Share purchased on the open market. PSUs cannot be redeemed by a participant unless they have vested in accordance with their terms. If dividends are paid on the Shares, additional PSUs are credited to participants’ accounts. The number of additional PSUs credited to participants’ accounts is determined by dividing the dollar amount of the dividends payable in respect of the PSUs allocated to the participant’s account by the fair market value of a Share calculated as of the dividend payment date.

Target percentages of PSUs issued to NEOs in 2021 are set out in the table below.

Share Options

The purpose of Centerra’s Option Plan is to link employee performance with successful, sustained long-term Company performance that increases shareholder value. The Option Plan is also designed to assist in the retention of key employees. The HRC Committee designates the recipients of Options and the terms and conditions of each grant and grants are approved by the Board. Options are granted at prices no lower than the VWAP, in Canadian dollars, of Centerra’s Shares on the Toronto Stock Exchange (the “TSX”) for the five trading days prior to the date of the grant. The number of Options awarded is based upon a target percentage of a participant’s base salary and the Black-Scholes value of an Option. The target percentage varies depending upon the participants’ level of responsibility. The amount and terms of outstanding PSUs, Options and share appreciation rights, if any, are not taken into account when determining whether and how many new Option grants will be made.

Options granted under the Option Plan are non-transferable, other than by will or the laws of descent and distribution. Options must be exercised no later than eight years after the date of the grant. Options vest as to one-third on each of the first, second and third anniversaries of the grant. The Option Plan provides for the term of Options that would otherwise expire during a blackout period to be automatically extended to 10 business days following the end of a blackout period. All Options that expire or are forfeited unexercised are available for future issuances under the Option Plan.

A maximum of 18,000,000 Shares have been made available for issuance upon exercise of Options granted under the Option Plan, representing 6.07% of Centerra’s weighted average number of Shares outstanding for 2021. Under no circumstances may the Option Plan, together with all of Centerra’s other Share compensation arrangements, result in: (i) the number of securities issuable to insiders, at any time, exceeding 10% of the outstanding issue of Shares; (ii) the number of securities issued to insiders within any one-year period exceeding 5% of the outstanding issue of Shares; or (iii) the number of securities issued or issuable to any one person exceeding 5% of the outstanding issue of Shares.

The HRC Committee may amend, suspend or terminate the Option Plan at any time, provided that no amendment, suspension or termination may materially adversely affect any Options or rights granted to a participant without the participant’s consent. In addition, the following amendments to the Option Plan, or to Options granted thereunder, require shareholder approval: (i) amendments to the number of Shares issuable under the Option Plan, including an increase to a fixed maximum number of Shares or a change from a fixed maximum number of Shares to a fixed maximum percentage; (ii) amendments that increase the length of the period after a blackout period during which Options or any rights pursuant thereto may be exercised; (iii) amendments that would reduce the exercise price of an Option or that would result in the exercise price for any Option being lower than the fair market value of a Share at the time the Option is granted, except a reduction in connection with any stock dividend, stock split, combination or exchange of Shares, merger, consolidation, spin-off or other distribution, or other change in the capital of Centerra affecting Shares; (iv) any amendment expanding the categories of eligible person which would have the potential of broadening or increasing insider participation; (v) amendments to termination provisions providing an extension beyond the original expiry date, or a date beyond a permitted automatic extension in the case of an Option expiring during a blackout period; (vi) the addition of any other provision which results in participants receiving Shares while no cash consideration is received by Centerra; and (vii) amendments required to be approved by shareholders under applicable law (including, without limitation, the rules, regulations and policies of the TSX).

If a participant in the Option Plan dies, Options which have vested will be exercisable for a period of one year by the participant’s legal representatives. Options not vested will expire. Options may not be transferred or assigned other than by will or the laws of descent and distribution. If a participant retires or becomes disabled, unvested Options will continue to vest and vested Options will continue to be exercisable in both cases for a period of three years from the date of retirement or disability, and all Options which are not exercised expire. If a participant ceases to be eligible under the Option Plan for any other reason, except due to a change in control of Centerra, each Option held by the participant which is unvested will be cancelled immediately and each Option that is vested as at the date the participant ceases to be eligible under the Option Plan may be exercised during the period commencing on such date the participant ceases to be eligible and ending 90 days thereafter, after which time all unexercised Options held by the participant will expire. In the event of a change of control, all Options will vest immediately, and the participant may exercise his or her Options for a period of 90 days (or such longer period set out in any employment contract) after the change of control following which unexercised Options will expire.

Target percentages for Options issued to NEOs in 2021 are set out in the table below.

Amended and Restated Restricted Share Unit Plan - Employee RSUs

Employee Restricted Share Units (in lieu of Annual Cash Bonus)

Under the Amended and Restated Restricted Share Unit Plan (“RSU Plan”), eligible employees, including all members of senior management may decide to take all or a portion of their annual cash bonus incentive in the form of Employee RSUs. This election can be made by the end of the first quarter of the calendar year in respect of which such cash bonus incentive payment relates. Employee RSUs have different attributes from Director RSUs and any grant by the Board of discretionary RSUs (“Discretionary RSUs”), but all are granted pursuant to the terms of the RSU Plan.

The number of Employee RSUs to be granted to each individual shall be determined by dividing (a) the value of the cash bonus incentive being taken as RSUs by (b) the market value (the VWAP of Centerra’s Shares on the TSX for the five trading days immediately prior to the grant date) of a Share as at the award date, rounded to the nearest whole of an Employee RSU. If a dividend is paid on the Shares, each participant will be allocated additional Employee RSUs equal in value to any dividend paid on the Shares multiplied by the number of Employee RSUs held by the participant, divided by the market value of the Shares on the date that the dividend is paid.

In accordance with the Company’s RSU Plan, for every two Employee RSUs granted to an eligible employee in lieu of a bonus-incentive, the Company will grant an additional Employee RSU to such eligible employee.

All Employee RSUs granted to eligible employees are subject to a two-year vesting period; 50% of the Employee RSUs granted vest upon the first anniversary of the grant date, and the remaining 50% vest on the second anniversary of grant date. Given the two-year vesting period, these Employee RSUs serve as a retention incentive for such executives and as an additional method of aligning executive compensation with the interests of shareholders. Upon redemption of an Employee RSU, Centerra shall issue from treasury one Share for each whole vested RSU being redeemed.

If an eligible employee’s employment with the Company or any of its subsidiaries ceases as a result of death, disability, retirement, termination without just cause or circumstances constituting constructive dismissal, all Employee RSUs held by such participant shall vest immediately and can be redeemed by the eligible employee within one year from the termination date. If an eligible employee resigns from the Company or one of its subsidiaries or is terminated for just cause, all unvested Employee RSUs held by such participant shall automatically be terminated and vested Employee RSUs held by such participant may be redeemed within one year from such resignation or termination.

For further information regarding the number of Shares reserved for issuance under the RSU Plan and the administration of the RSU Plan, see “Director Compensation – Amended and Restated Restricted Share Unit Plan – Director RSUs” on page 38.

The following sets out the percentage of each NEO’s 2021 annual incentive payment (awarded in 2022) taken in the form of Employee RSUs:

Discretionary Restricted Share Units

The RSU Plan also permits discretionary grants of RSUs (Discretionary RSUs) to directors, executive officers and eligible employees on such terms and conditions as the Board may determine, provided that: (i) the aggregate annual value of any Discretionary RSUs granted to any non-employee director of the Company or any of its subsidiaries shall not exceed $150,000, and (ii) the number of Shares that may be issued pursuant to Discretionary RSUs granted to non-employee directors of the Company or any of its subsidiaries may not exceed 1% of the outstanding Shares.

The number of Discretionary RSUs to be granted to each individual shall be determined by dividing (a) the amount of the remuneration to be credited in RSUs on the award date by (b) the fair market value (the VWAP of Centerra’s Shares on the TSX for the five trading days immediately prior to the grant date) of a Share as at the award date, rounded to the nearest whole of a Discretionary RSU. If a dividend is paid on the Shares, each participant will be allocated additional Discretionary RSUs equal in value to any dividend paid on the Shares multiplied by the number of Discretionary RSUs held by the participant, divided by the market value of the Shares. Other terms and conditions of the Discretionary RSUs, including a vesting schedule and redemption conditions, are to be determined by the Board.

For further information regarding the number of Shares reserved for issuance under the RSU Plan and the administration of the RSU Plan, see “Director Compensation – Amended and Restated Restricted Share Unit Plan – Director RSUs” on page 38.

Employee Share Purchase Plan

In 2017, Centerra established an Employee Share Purchase Plan (“ESPP”) in which eligible employees, including NEOs, are entitled to participate by making contributions of up to 10% of their base salaries. The ESPP is intended to motivate eligible employees to acquire Shares in a convenient manner, to encourage employee Share ownership and to align employees’ interests with the interests of the shareholders. Unless otherwise determined by the HRC Committee, participation in the ESPP is open to full time and permanent part-time employees (who have completed three continuous months of employment) of the Company and any of its subsidiaries. Participation in the ESPP is voluntary.

To participate in the ESPP, an eligible employee authorizes payroll deductions in an amount between 1% and 10% of his or her eligible compensation to be contributed to the ESPP, provided that a participant may not purchase more than 15,000 Shares pursuant to the ESPP in any calendar year. Such contributions will be used to purchase Shares at the end of each quarterly contribution period.

Centerra contributes to a participant’s ESPP account an amount equal to 25% of such participant’s payroll contributions during a contribution period. On the last trading day of each contribution period, the participant’s contributions and the related employer contributions to the ESPP are used to purchase the maximum number of whole Shares that can be purchased either by way of market purchase or issuance from treasury. Where such purchases are satisfied by the Company through the issuance of Shares from treasury, the number of Shares will be determined by dividing the participant’s contribution plus the employer contribution by the five-day VWAP of the Shares on the TSX on the award date. No fractional Shares may be awarded. Cash dividends, if any, paid with respect to Shares held in the ESPP accounts will be automatically reinvested in Shares. To date, all Shares issued to participants under the ESPP have been issued from treasury.

The total number of Shares available for issuance under the ESPP is 5,000,000. Shares purchased under the ESPP may be issued from treasury or acquired on the open market. Under no circumstances may the ESPP, together with all of Centerra’s other security-based compensation arrangements, result in (a) the number of Shares issuable pursuant to the ESPP and/or other units or stock options to any one person exceeding 5% of the outstanding Shares; or (b) the number of Shares (i) issuable to insiders at any time or (ii) issued to insiders within any one-year period, exceeding 10% of the outstanding Shares.

Upon termination of employment for any reason, a participant is no longer an eligible employee under the ESPP and will be withdrawn from the ESPP. Upon withdrawal from the ESPP, all payroll deductions from the ESPP that have not been used to purchase Shares will be returned to the participant or his or her executor, administrator or designated beneficiary. No payroll deductions, contributions or any rights to receive Shares under the ESPP may be assigned or transferred other than by will or the laws of descent and distribution.

The ESPP is administered by the HRC Committee, subject to the HRC Committee reporting to the Board on all matters requiring approval of the Board. The HRC Committee has the authority, in the case of specified capital reorganizations affecting the Company, to determine appropriate equitable adjustments, if any, to be made under the ESPP, including adjustments to the number of Shares which have been authorized for issuance under the ESPP. The HRC Committee may make amendments to the ESPP without shareholder approval, except for the following amendments: (i) increasing the number of Shares reserved for issuance under the ESPP; (ii) removing or exceeding the insider participation limits; (iii) extending eligibility to participate in the ESPP to non-employees; (iv) reducing the purchase price payable for Shares under the ESPP; (v) increasing the employer contributions permitted under the ESPP; (vi) changing the amendment provisions of the ESPP; or (vii) other amendments that require shareholder approval under applicable law or stock exchange rules.

Other Benefits and Perquisites

Centerra provides competitive employee benefits and executive perquisites to aid in the attraction and retention of key executives. Centerra’s group benefits package includes life, health, dental, disability and accidental death and dismemberment coverage. Centerra’s NEOs are eligible for the same group benefits package as non-executive employees, except that NEOs participate in the SERP instead of the employee group retirement savings plan. The Company’s annual contributions to the SERP are twelve percent (12%) of eligible earnings, where eligible earnings are defined as the prior year’s base salary plus annual incentive, capped at the target incentive amount. Executives also receive a quarterly perquisite allowance ($10,000 for the CEO and $8,750 for all other NEOs) as well as an annual medical exam, paid for by Centerra.

Executive Share Ownership

The Board believes that executive officers, including the NEOs, should hold a significant ownership interest in Centerra in order to align their interests with those of Centerra’s shareholders, focus executives on improving total shareholder returns over time and mitigate compensation related risks. As a result, the Board has adopted a Share ownership policy setting forth Share ownership expectations applicable to executive officers.

The CEO is required to attain a level of Share ownership equivalent to 3 times basic annual salary. All other executive officers are required to attain a level of Share ownership equivalent to 1.5 times basic annual salary. Executive officers must fulfill their Share ownership requirement within five years of becoming subject to the executive Share ownership policy. A minimum of one-third of the required level of Share ownership must be met through the ownership of Shares. The balance of the required level of Share ownership can be achieved through PSUs held pursuant to Centerra’s PSU Plan, Employee RSUs or Discretionary RSUs held pursuant to Centerra’s RSU Plan, and any other equity plan as determined by the HRC Committee (currently, there are no additionally identified plans). Options are not included in the calculation of an executive’s Share ownership.

When calculating the value of executive Share ownership, Shares are valued at the higher of cost at acquisition (the “Acquisition Value” for Shares) and current fair market value (the “Market Value” of Shares), PSUs are valued based on the intended value at the time of grant, and Employee RSUs are valued based on the value of the annual incentive plan (bonus) directed by the executive to purchase RSUs plus the value of additional Employee RSUs issued by the Company as a Company match under the RSU Plan.

The table below sets out a summary of each NEO’s most recent Share ownership requirements and their most recent shareholdings as of July 15, 2022. All NEOs were, as of July 15, 2022, in compliance with their Share ownership requirements.

Succession Planning for Senior Management

Talent management and succession planning are critical to Centerra’s continued success and the Board has a formal process for annually reviewing succession planning for its executive officers, including the CEO. In July of each year, the HRC Committee undertakes an in-depth review of succession planning, including a report from the President and CEO on succession for his direct reports and certain other employees.

The succession plans are based on Centerra’s talent identification and assessment processes that identify candidates who have the skills, experience and leadership competencies needed for progression to senior management roles. This talent management process was rolled out throughout the organization resulting in a comprehensive review of the capability and potential of both current and emerging leaders. This process includes the creation of individual development plans for high potential employees, including potential successors to all senior management roles, regional leadership positions and other critical roles in the organization.

CEO succession is also discussed during the July meetings of the HRC Committee and the Board. At these meetings, the HRC Committee and Board discuss internal candidates with long-term potential to serve as Centerra’s President and CEO, and identify any candidates that could step into the role immediately, on a permanent or interim basis, in the event the President and CEO departs unexpectedly or an emergency situation occurs. In 2021, potential internal successors to the President and CEO were assessed independently by an international leadership development firm that completed a fulsome CEO assessment for each candidate. The results were shared and discussed with the HRC Committee and development areas were identified and included in detailed individual development plan for these individuals.

The entire Board is responsible for working with the HRC Committee to continually evaluate potential successors to the position of President and CEO in accordance with the succession plan.

Share Performance and Cost of Compensation

Share Performance

The following graph compares the cumulative shareholder return for $100 invested in Shares from December 31, 2016 to December 31, 2021. Centerra’s executive compensation mix provides approximately half of total compensation through mid-term and long-term incentives that are directly tied to the Share price, either through PSUs, RSUs or Options. Therefore, executive compensation is highly sensitive to the performance of Share value. As a result, when our Shares out-perform Centerra’s comparators (measured via the S&P/TSX Global Gold Index — TRIV), the PSU Plan is expected to pay above target and most Options are expected to be “in-the-money”. Conversely, when the Shares under-perform Centerra’s comparators, the PSU Plan is not expected to pay out and most Options are not expected to be “in-the-money”. The closing price of the Shares on the TSX on December 31, 2021 was $9.75.

CEO Compensation Lookback Analysis

The following table compares the value of total direct compensation awarded to Mr. Perry to its realizable value as at December 31, 2021. The difference between the reported value of compensation awarded and realizable value is primarily attributed to changes in Share price.

Compensation Paid to Named Executive Officers in 2021

Summary Compensation Table

The Summary Compensation Table set out below and the related footnotes present information about the compensation of Centerra’s “Named Executive Officers” (determined in accordance with applicable rules). Compensation awarded to, earned by, paid or payable to each NEO is payable in Canadian dollars.

Incentive Plan Awards

Outstanding Share-Based Awards and Option-Based Awards

The following table sets out all incentive plan awards for each NEO outstanding as at December 31, 2021.

Value Vested or Earned During the Year

The following table sets out incentive plan awards which have vested or been earned during the year ended December 31, 2021.