NOTICE TO ATTEND AN EXTRAORDINARY GENERAL MEETING IN CENTRAL ASIA GOLD AB (PUBL)


The shareholders in Central Asia Gold AB (publ) (below referred to as the
"Company") are hereby given notice to attend an extraordinary general meeting
at 3.00 p.m. on 22 December 2008 at the offices of the law firm Delphi on
Regeringsgatan 30-32 in Stockholm, Sweden. Registration for the meeting
commences at 2.30 p.m. 

NOTICE
Shareholders wishing to participate in the meeting must:
(i) be entered in the shareholders' register, kept by the VPC (the Swedish
Central Securities Depository & Clearing Organization), on the record day which
is 16 December 2008. Shareholders who have had their share registered in the
name of a nominee must, well in advance of 16 December 2008, through the
nominee, temporarily register the shares in their own name in order to be
entitled to participate in the meeting. 

(ii) notify the Company of their attendance no later than 18 December 2008.
Notification can be made via telephone +46 (0) 8 624 26 80, via telefacsimile
+46 (0) 8 624 37 20, via e-mail on address EGM@centralasiagold.se or via letter
to Central Asia Gold AB, Brovägen 9, SE-182 76 Stocksund, Sweden. Notification
must include full name, personal ID number or corporate registration number,
address and telephone number and, as applicable, information about proxy,
representative and assistant. In order to facilitate entry to the meeting,
notification should, as applicable, be accompanied by power of attorneys,
registration certificates and other authorization documents. Power of attorney
forms can be downloaded from the Company's website www.centralasiagold.se. 
At the time of the notice to attend, the total number of shares and votes in
the company amounts to 530 127 076. 
AGENDA PROPOSAL
1. Opening of the meeting
2. Election of chairman of the meeting
3. Preparation and approval of the voting register
4. Election of one or two persons to attest the minutes of the meeting
5. Determination of whether the meeting has been duly convened
6. Approval of the agenda
7. Presentation by the managing director
8. Resolution on amendments to the articles of association
9. Resolution on a reduction in the share capital
10. Resolution on a new share issue 
11. Resolution on a new issue of warrants 
12. Resolution on a distribution of shares in the subsidiary Kopylovskoye AB to
the shareholders 
13. Closure of the meeting
Item 8. Resolution on amendments to the articles of association
Due to the board of directors' proposal to decide on a reduction in the share
capital and a new share issue, the board proposes that the general meeting
decides on amendments to the Company's articles of association. The wording in
item 4 is proposed to be changed from "The share capital amounts to no less
than SEK 46 000 000 and no more than SEK 184 000 000" to "The share capital
amounts to no less than SEK150 000 000 and no more than SEK 600 000 000" and
the wording in item is proposed to be changed from "The number of shares shall
be no less than 230 000 000 and no more than 920 000 000" to "The number of
shares shall be no less than 3 000 000 000 and no more than 12 000 000 000".
The amendments to the articles of association under this item 8 are conditional
upon the meeting deciding in accordance with the board's proposal in items
9-11. 
Item 9. Resolution on a reduction in the share capital
The board proposes that the general meeting decides on a reduction in the share
capital by 15 öre per share, which means a total of SEK 79 519 061.40, to be
placed in a fund to be used in accordance with a resolution of a general
meeting. The reduction means that a corresponding amount is transferred to the
Company's non-restricted equity. It is proposed that the reduction be carried
out without cancelling shares, whereupon the share's quota value will decrease
from 20 öre to 5 öre per share. 
The purpose of the reduction in the share capital is to enable the execution of
the board's proposal for an issue in kind in accordance with the issue price,
stated in items 10-11 of the proposal. The reduction in the share capital under
this item 9 is conditional upon the share capital being increased, through the
issue in kind proposed in items 10-11, by an amount which at least equals the
proposed reduction in the share capital, i.e. SEK 79 519 061.40. 

Items 10-11. Resolution on a new share issue and a new issue of warrants
In general
On 3 November 2008, the Company entered into a share purchase agreement with
the owners of the Russian company New Mining Company Limited ("New Mining")
which contains the main terms for a merger between the Company and New Mining.
The merger will result in New Mining becoming a wholly-owned subsidiary of the
Company. Under the share purchase agreement, the consideration for all
outstanding shares in New Mining will be 3 000 000 000 newly issued shares in
the Company and 500 000 000 newly issued warrants in the Company. These shares
and warrants shall be issued to the two existing shareholders of New Mining;
the Russian company New Geoprojects Limited which own 74.9 per cent. of the
shares in New Mining and the Russian citizen Andrej Kondratjukin who owns the
remaining 25.1 per cent. of the shares in New Mining. As payment for the newly
issued shares and the warrants, the Company will receive non-cash property in
the form of all outstanding shares in New Mining. The value of the non-cash
property, based on the market value of the Company's shares as of 20 November
2008, amounts to approximately SEK 480 million. The final value of the non-cash
property may however be changed depending on the market value of the Company's
shares at the time of the execution of the transaction 
New share issue and new issue of warrants
The board proposes that the general meeting decides that the Company shall
issue no more than 3 000 000 000 shares and no more than 500 000 000 warrants.
The right to subscribe for shares and warrants shall be granted to New
Geoprojects and Andrej Kondratjukin and shall be allocated as follows: 2 247
000 000 shares and 374 500 000 warrants, respectively, to New Geoprojects
Limited and 753 000 000 shares and 125 500 000 warrants, respectively, to
Andrej Kondratjukin. Over-subscription cannot occur. After the completion of
the share issue, the Company's share capital will increase by no more than SEK
150 000 000 and the number of shares will increase by no more than 3 000 000
000, which equals a dilution of approximately 85 per cent. of the Company's
share capital and total number of votes. This dilution has been calculated as
the number of shares and votes, which at the most can be issued, divided by the
total number of shares and votes after such an issue. The issue price, based on
the market value of the Company's shares on 20 November 2008, shall be 16 öre
per share. The final issue price may be subject to change depending on the
current market value of the Company's shares at the time of execution of the
transaction. Subscription for new shares, and warrants, shall be made on a
special subscription list no later than on 13 January 2009. 
Each one of the 500 000 000 warrants shall convey the right to subscription for
one (1) share in the Company (each with a quota value of 5 öre). Subscription
for shares through the warrants shall be open from and including registration
of the warrants with the Swedish Company Registration Office to and including
31 January 2012. Thus the term is approximately three years from the time of
issuing. The exercise price (the issue price) for each share shall be 20 öre
per share (however not lower than the share's quota value). 
Upon full exercise of the warrants in accordance with the present proposal for
decision, the Company's share capital may be increased by SEK 25 000 000
divided on 500 000 000 shares, which means a dilution of approximately 12.4 per
cent. of the total number of outstanding shares and votes. This dilution has
been calculated as the number of shares and votes which can be issued divided
by the total number of shares and votes after the issue at hand. 
Payment for the newly issued shares and warrants shall be made in conjunction
with the allocation of these, by transferring 100 per cent. of the outstanding
shares in the New Mining Company Limited to the Company. 

Item 12. Resolution on a distribution of shares in the subsidiary Kopylovskoye
AB to the shareholders 
The board proposes that the general meeting resolves on a distribution in kind
in the form all the Company's shares in Kopylovskoye AB. The distribution will
be made to existing shareholders. Shares issued under a decision pursuant to
items 10-11 will thus not be comprised by the decision on distribution. After
the planned division of shares in Kopylovskoye AB, the Company's holding will
amount to 530 625 000 shares in total. The distribution of shares in
Kopylovskoye AB will be made in proportion to each individual shareholder's
holding in the Company. For each share in the Company, one (1) share in
Kopylovskoye AB is received. 30 December 2008 is proposed as the record date of
the distribution. If the general meeting decides in favour of the proposal,
distribution of the shares in Kopylovskoye AB is estimated to be sent out by
VPC AB (the Swedish Central Securities Depository & Clearing Organization)
Monday 5 January 2009. Decisions under this item 12 are conditional upon a
decision on a new issue in accordance with items 10-11 is carried out. 

GENERAL
The board of directors' proposal under items 8-12, documents pursuant to
chapter 13, items 6-8, chapter 14, items 8-10, and chapter 18, items 4 and 6 of
the Swedish Companies Act, will be kept available at the Company's office at
Brovägen 9, Stocksund, Sweden, from and including 8 December 2008 and will be
sent in connection therewith to the shareholders who so request and state their
postal address. The documents will also be available on the Company's website,
www.centralasiagold.se. All of the above documents will also be presented at
the general meeting. 

Stockholm, November 2008 


The Board of Directors

Attachments

081124_notice to attend an extraordinary general meeting in central asia gold ab.pdf