28th Sep 2007 12:56
Centamin Egypt Limited28 September 2007 NOTICE OF ANNUAL GENERAL MEETING TO BE HELD ON FRIDAY, 23 NOVEMBER 2007 AT THE BISHOPSGATE & CHANCERY ROOMS AT THE GREAT EASTERN HOTEL, LIVERPOOL STREET, LONDON, UNITED KINGDOM AND MANAGEMENT INFORMATION CIRCULAR AND FORM OF PROXY NOTICE OF ANNUAL GENERAL MEETING NOTICE is hereby given that the annual general meeting (the "Meeting") ofshareholders of Centamin Egypt Limited (the "Company") will be held at theBishopsgate & Chancery Rooms at The Great Eastern Hotel, Liverpool Street,London, United Kingdom on Friday, 23 November 2007 commencing at 11.30 am(London time). AGENDA ORDINARY BUSINESS 1. Financial Statements and Reports To receive and consider the financial statements and the reports of the directors (the "Directors Report") and auditors in respect of the year ended 30 June 2007. 2. Adoption of the Remuneration Report To adopt the remuneration report (which forms part of the Directors Report) as set out in the annual report for the financial year ended 30 June 2007. 3. Election of Directors To consider, and if thought fit, to pass the following ordinary resolutions: 3.1 Election of Mr Colin Cowden That, Mr Colin Cowden, who retires by rotation in accordance with provision 13.2 of the Constitution of the Company, and being eligible, offers himself for re-election, be re-elected as a director. 3.2 Election of Mr Sami El-Raghy That, Mr Sami El-Raghy, who retires by rotation in accordance with provision 13.2 of the Constitution of the Company, and being eligible, offers himself for re-election, be re-elected as a director. SPECIAL BUSINESS 4. Reinstatement of Issues; ASX Listing Rules 7.1 and 7.4 To consider, and if thought fit, to pass the following ordinary resolution: That pursuant to Listing Rule 7.4 of the Australian Securities Exchange Limited Listing Rules, the allotment, in connection with an initial public offering in Canada by the Company (the "Placement"), of 75,893,863 fully paid ordinary shares in April 2007 at a price of A$ equivalent to C$0.86 (approximately A$0.94) and 8,794,691 Broker Warrants in April 2007 at an exercise price of A$ equivalent to C$0.86 (approximately A$0.94), each in the capital of the Company to clients of Westwind Partners Inc. be approved and ratified. Voting Exclusion Statement The Company will disregard any votes cast on Resolution 4 by any person who participated in the Placement or any associate of that participant. However, the Company need not disregard a vote if it is cast by a person as proxy for a shareholder who is entitled to vote in accordance with the directions on the enclosed proxy form or if it is cast by a person chairing the meeting as proxy for a shareholder who is entitled to vote in accordance with a direction on the proxy form to vote as the proxy decides. 5. Other Business To transact any other business which may be brought forward in conformity with the Company's Constitution. NOTES Shareholders entitled to attend and vote at the Meeting For the purposes of the Meeting and in accordance with regulation 7.11.37 of theCorporations Regulations 2001, it has been determined that the shareholdersentitled to attend and vote at the Meeting shall be those persons who arerecorded in the register of shareholders at 8.30 pm (Australian WST) onWednesday, 21 November 2007 (UK : 11.30 am, Canada : 6.30 am). Accordingly,share transfers registered after that time will be disregarded in determiningentitlements to attend and vote at the Meeting. Proxies Each shareholder is entitled to appoint a proxy. The proxy does not need to be ashareholder of the Company. A shareholder that is entitled to cast two or morevotes may appoint two proxies and may specify the proportion or number of voteseach proxy is appointed to exercise. If a shareholder appoints two proxies, eachproxy may exercise half of the shareholder's votes if no proportion or number ofvotes is specified. A proxy form accompanies this Notice and to be effective, duly completed proxyforms, together with any relevant power of attorney, must be received by theCompany by no later than 8.30 pm (Australian WST), Wednesday, 21 November 2007(UK : 11.30 am, Canada : 6.30 am EST). Please direct proxy forms and anyrelevant power of attorney to any one of the following: Australia United Kingdom CanadaThe Company Secretary The Company Secretary The Company SecretaryCentamin Egypt Limited Centamin Egypt Limited Centamin Egypt Limitedc/- Computershare or c/- Computershare or C/- ComputershareLevel 2, 45 St Georges PO Box 1075, The 100 University Ave,Terrace Pavilions 8th FloorPerth, Western Bridgwater Road, Bristol Toronto ON M5J 2Y1Australia, 6000 BS99 3EA CanadaFacsimile: + 61 8 9323 2033 Facsimile: + 44 870 703 6109 Facsimile: + 416 981 9777 Or alternatively, proxy forms may be directed to the Company Secretary at theCompany's registered office, located at 57 Kishorn Road, Mount Pleasant, WesternAustralia 6153, Australia, or facsimile + 61 8 9316 2650. Corporate Representatives Any corporate representative wishing to appoint a person to act as itsrepresentative at the meeting may do so by providing that person with: (a) a letter or certificate, executed in accordance with the corporate shareholder's constitution, authorising that person as the corporate shareholder's representative at the meeting; or (b) a copy of the resolution appointing the person as the corporate shareholder's representative at the meeting, certified by a secretary or director of the corporate shareholder. By Order of the Board H BrownCompany SecretaryPerth, 26 September 2007 EXPLANATORY NOTES TO SHAREHOLDERS Please refer to the attached Management Information Circular which accompaniesand forms part of this Notice. MANAGEMENT INFORMATION CIRCULAR For the Annual General Meeting of Shareholders to be held at the Bishopsgate & Chancery Rooms at The Great Eastern Hotel, Liverpool Street, London, United Kingdom on Friday, 23 November 2007 commencing at 11.30 am (London time) PROXIES Solicitation of Proxies This management information circular (the "Circular") is furnished in connectionwith the solicitation, by or on behalf of the management of Centamin EgyptLimited (the "Company"), of proxies to be used at the Company's annual meetingof the holders of ordinary shares (the "Ordinary Shares") to be held on Friday,23 November 2007 (the "Meeting") or at any adjournment thereof. It is expectedthat the solicitation will be primarily by mail, but proxies may also besolicited personally, by advertisement or by telephone, by directors, officersor employees of the Company without special compensation, or by the Company'stransfer agent, Computershare. The cost of solicitation will be borne by theCompany. Appointment of Proxyholder The person(s) designated by management of the Company in the enclosed form ofproxy as Chairman of the Meeting is a Director of the Company. Each shareholderhas the right to appoint as proxyholder a person (who need not be a shareholderof the Company) other than the person(s) designated by management of the Companyin the enclosed form of proxy to attend and act on the shareholder's behalf atthe Meeting or at any adjournment thereof. Such right may be exercised byinserting the name of the person in the blank space provided in the enclosedform of proxy or by completing another form of proxy. In the case of registered shareholders, the completed, dated and signed form ofproxy should be sent to any one of the following: Australia United Kingdom CanadaThe Company Secretary The Company Secretary The Company SecretaryCentamin Egypt Limited Centamin Egypt Limited Centamin Egypt Limitedc/- Computershare or c/- Computershare or C/- ComputershareLevel 2, 45 St Georges PO Box 1075, The 100 University Ave,Terrace Pavilions 8th FloorPerth, Western Bridgwater Road, Bristol Toronto ON M5J 2Y1Australia, 6000 BS99 3EA CanadaFacsimile: + 61 8 9323 2033 Facsimile: + 44 870 703 6109 Facsimile: + 416 981 9777 Or alternatively, the completed, dated and signed form of proxy may be directedto the Company Secretary at the Company's registered office, located at 57Kishorn Road, Mount Pleasant, Western Australia 6153, Australia, or facsimile +61 8 9316 2650. In the case of non-registered shareholders who receive these materials throughtheir broker or other intermediary, the shareholder should complete and send theform of proxy in accordance with the instructions provided by their broker orother intermediary. To be effective, a proxy must be received by Computershareor the Company Secretary not later than 8.30 pm (Australian WST), Wednesday, 21November 2007 (UK : 11.30 am, Canada : 6.30 am EST), or in the case of anyadjournment of the Meeting, not less than 48 hours, Saturdays, Sundays andholidays excepted, prior to the time of the adjournment. Revocation of Proxy A shareholder who has given a proxy may revoke it by depositing an instrument inwriting signed by the shareholder or by the shareholder's attorney, who isauthorized in writing, or by transmitting, by telephonic or electronic means, arevocation signed by electronic signature by the shareholder or by theshareholder's attorney, who is authorized in writing, to or at the registeredoffice of the Company at any time up to and including the last business daypreceding the day of the Meeting, or in the case of any adjournment of theMeeting, the last business day preceding the day of the adjournment, or with theChair of the Meeting on the day of, and prior to the start of, the Meeting orany adjournment thereof. A shareholder may also revoke a proxy in any othermanner permitted by law. Voting of Proxies On any ballot that may be called for, the Ordinary Shares represented by aproperly executed proxy given in favour of the person(s) designated bymanagement of the Company in the enclosed form of proxy will be voted orwithheld from voting in accordance with the instructions given on the ballot,and if the shareholder specifies a choice with respect to any matter to be actedupon, the Ordinary Shares will be voted accordingly. The enclosed form of proxy confers discretionary authority upon the personsnamed therein with respect to amendments or variations to matters identified inthe accompanying Notice of Meeting, and with respect to other matters which mayproperly come before the Meeting or any adjournment thereof. As of the date ofthis Circular, management of the Company is not aware of any such amendment,variation or other matter to come before the Meeting. However, if any amendmentsor variations to matters identified in the accompanying Notice of the Meeting orany other matters which are not now known to management should properly comebefore the Meeting or any adjournment thereof, the Ordinary Shares representedby properly executed proxies given in favour of the person(s) designated bymanagement of the Company in the enclosed form of proxy will be voted on suchmatters pursuant to such discretionary authority. VOTING SHARES Voting Shares As at 26 September 2007, the Company had 755,819,232 Ordinary Sharesoutstanding, each carrying the right to one vote per share. Except as otherwisenoted in this Circular, a simple majority of the votes cast at the Meeting,whether in person, by proxy or otherwise, will constitute approval of any mattersubmitted to a vote. Record Date The board of directors of the Company (the "Board of Directors") has fixed 22October 2007 as the record date for the Meeting. Any holder of Ordinary Sharesof record at the close of business on the record date is entitled to vote theOrdinary Shares registered in such shareholder's name at that date on eachmatter to be acted upon at the Meeting, except to the extent that suchshareholder has subsequently transferred any of such Ordinary Shares, and thetransferee of those Ordinary Shares establishes such shareholder's ownership ofsuch Ordinary Shares and demands, not later than 24 hours before the Meetingdate specified in the accompanying Notice of the Meeting, that suchshareholder's name be included in the list of shareholders prepared for theMeeting. In such case, the transferee is entitled to vote such Ordinary Shareson each matter to be acted upon at the Meeting. Principal Shareholders To the knowledge of the directors and executive officers of the Company, as at24 September 2007 no person beneficially owned, directly or indirectly, orexercised control or direction over, more than 10% of the voting rights attachedto the outstanding Ordinary Shares of the Company except as stated below. +-------------------------+--------------------------+--------------------------+| Name | Aggregate Number of | Percentage of || | Ordinary Shares | Outstanding Ordinary || | | Shares |+-------------------------+--------------------------+--------------------------+| Sami El-Raghy (1) | 78,235,754 | 10.4% |+-------------------------+--------------------------+--------------------------+| Josef El-Raghy (1) | 79,185,754 | 10.5% |+-------------------------+--------------------------+--------------------------+ Note: (1) The total Ordinary Shares beneficially owned by Messrs. Sami El-Raghy and Josef El-Raghy arise due to them both being directors/trustees of the following personally-related entities: Nordana Pty Ltd (4,990,668 Ordinary Shares), Nordana Pty Ltd (17,595,714 Ordinary Shares), El-Raghy Kriewaldt Pty Ltd (55,299,372 Ordinary Shares) and S&M El-Raghy (350,000 Ordinary Shares). The balance of 950,000 Ordinary Shares are held by Mr. Josef El-Raghy through his being a director of Montana Realty Pty Ltd . MATTERS TO BE ACTED UPON AT MEETING 1. Financial Statements and Reports The financial statements and the reports of the directors and auditors for theyear ended 30 June 2007 will be presented at the Meeting. Unless otherwiseinstructed, the annual report for the year ended 30 June 2007 (the "AnnualReport") has been provided to shareholders with the material accompanying theNotice of the Meeting. Shareholders will be given the opportunity to askquestions of the Board of Directors and the auditor of the Company (viatelephone conference) in relation to the Annual Report at the Meeting. 2. Adoption of the Remuneration Report Shareholders will be asked to adopt the remuneration report as set out in theAnnual Report. The vote on this resolution is advisory only and does not bindthe Board of Directors. However, the Board of Directors will take the outcome ofthe vote into consideration when reviewing the remuneration practices andpolicies of the Company. 3. Election of Directors A brief summary for each of the directors who offer themselves for re-electionis set out below. 3.1 Mr Colin Cowden, FAII, ASA, ACIS, ACIM, FNIBA, CD Non Executive Director, age 63 Director since 08 March 1982 Colin Cowden is the Executive Chairman of Cowden Limited, a licensed insurance broking company formed in 1972. Cowden Limited is a prominent broking firm in Western Australia with branch offices in Sydney, Melbourne and Adelaide. Mr Cowden has been a director of Wentworth Holdings Limited since 26 October 2005, and from 27 November 1998 until 27 October 2005, was a director of OAMPS Limited. 3.2 Mr Sami El-Raghy Chairman, age 66 Director since 29 April 1993 A graduate of Alexandria University in 1962, Mr El-Raghy worked in Egypt and Europe before moving to Australia in 1968 and joining American Smelting and Refining Company (Asarco). He was instrumental in the discovery and development of a number of gold mines, including the Wiluna Gold Mine for Asarco and the Mt Wilkinson Gold mine for Chevron Exploration. Mr El-Raghy recognised the potential of the Marymia Dome and the Barwidgee Yandal Belt long before these areas became the most sought after mining areas in Australia. Mr El-Raghy brings to the board over 40 years experience in the industry, both in Australia and overseas. Under the Constitution of the Company, each director's term of office expires atthe third annual general meeting of shareholders of the Company so that nodirector serves more than three years following that director's last election orappointment, other than the Managing Director. One-third of the directors mustretire at each annual general meeting. Retiring directors are eligible forre-election. In the absence of a contrary instruction, the person(s) designated by managementof the Company in the enclosed form of proxy intend to vote FOR the re-electionas directors of the proposed nominees whose names are set forth below, each ofwhom has been a director since the date indicated below opposite the proposednominee's name. The following table sets forth information with respect to each person proposedto be nominated for re-election as a director, including the number of OrdinaryShares of the Company beneficially owned, directly or indirectly, or over whichcontrol or direction was exercised, by such person or the person's associates oraffiliates as at 26 September 2007. The information as to Ordinary Sharesbeneficially owned or over which control or direction is exercised, not beingwithin the knowledge of the Company, has been furnished by the respectiveproposed nominees individually. Nominee Name and Principal Occupation Director Number of Ordinary Place of Residence Since (1) Shares Beneficially Owned Directly or Indirectly or Over Which Control or Direction is Exercised Colin Neil Cowden Executive Chairman, 08 March 1982 578,626 (2) Cowden Limited Martin, Western Australia Sami El-Raghy Executive Chairman, 29 April 1993 78,235,754 Alexandria, Egypt Centamin Egypt Limited Notes: (1) Each director's term of office expires no later than three years following that director's last election or appointment, other than the Managing Director. One-third of the directors must retire at each annual general meeting. Retiring directors are eligible for re-election. (2) Member of the Audit Committee and the Remuneration Committee. Each of the proposed nominees has held the principal occupation shown beside thenominee's name in the table above or another executive office with the same or arelated company, for the last five years. The following table sets forth the equivalent information (at 26 September 2007)with respect to each of the directors who are not required to stand forre-election at the Meeting, the information as to Ordinary Shares beneficiallyowned or over which control or direction is exercised, not being within theknowledge of the Company, has been furnished by the respective directorindividually. Name and Place of Principal Occupation Director Number of Ordinary Residence Since (1) Shares Beneficially Owned Directly or Indirectly or Over Which Control or Direction is Exercised Herbert Stuart Mining Consultant 26 September 2,800,000 Bottomley (3) 2005East Sussex, United Kingdom Thomas Gee Elder President, 08 May 2002 250,000 Oxford, United Mano River Resources Inc Kingdom Josef El-Raghy (2) Managing Director/Chief 26 August 79,185,754Alexandria, Egypt Executive Officer, 2002 Centamin Egypt Limited Gordon Brian Mining Consultant 15 August 250,000 Speechly (3)(4) 2000Booragoon, Western Australia Notes: (1) Each director's term of office expires at the later of the third annual general meeting of shareholders of the Company or three years following that director's last election or appointment. One-third of the directors must retire at each annual general meeting. Retiring directors are eligible for re-election. (2) The total Ordinary Shares beneficially owned by Messrs. Sami El-Raghy and Josef El-Raghy arise due to them both being directors/trustees of the following personally-related entities: Nordana Pty Ltd. (4,990,668 Ordinary Shares), Nordana Pty Ltd (17,595,714 Ordinary Shares), El-Raghy Kriewaldt Pty Ltd. (55,299,372 Ordinary Shares) and S&M El-Raghy (350,000 Ordinary Shares). The balance of 950,000 Ordinary Shares are held by Mr. Josef El-Raghy through his being a director of Montana Realty Pty Ltd . (3) Member of the Audit Committee. (4) Member of the Remuneration Committee. Each of the directors who are not required to stand for re-election has held theprincipal occupation shown beside the director's name in the table above oranother executive office with the same or a related company, for the last fiveyears. 4. Reinstatement of Issues; ASX Listing Rules 7.1 and 7.4 In April 2007, the Company made an issue of 175,893,863 fully paid Ordinary Shares and 8,794,691 broker warrants (the "Broker Warrants") in connection with an initial public offering of Ordinary Shares in Canada (the "Offering"). On 10 April 2007, shareholders approved the issue of 100,000,000 Ordinary Shares at the A$ equivalent to C$0.86 (approximately A$0.94). The remaining 75,893,863 fully paid Ordinary Shares and 8,794,691 Broker Warrants that were issued represented less than 15% of the Company's issued share capital at the time. Approval by shareholders of the issue of Ordinary Shares and Broker Warrants in connection with the Offering is sought in order to "refresh" the number of Ordinary Shares which the Company can issue in any twelve month period (15% of the Company's issued share capital) under ASX Listing Rule 7.4. In relation to the issue of 75,893,863 Ordinary Shares and 8,794,691 Broker Warrants in respect of which ratification is sought under Resolution 4, the following information is provided: - the Ordinary Shares were issued to clients of Westwind Partners Inc.; - the Broker Warrants were issued to Westwind Partners Inc.; - the Ordinary Shares were issued at a price of A$ equivalent to C$0.86 (approximately A$0.94) each payable in full on allotment; - the Broker Warrants were issued with an exercise price of A$ equivalent to C$0.86 (approximately A$0.94) each; - the Ordinary Shares rank pari passu with all other shares of the Company on issue; - the Ordinary Shares issued upon the exercise of Broker Warrants will rank pari passu with all other shares of the Company on issue; and - the proceeds from the issue of Ordinary Shares and the exercise of Broker Warrants referred to above are to be used for partial funding of the development of the Sukari project, drilling to test for extensions to resources at the Sukari project, regional exploration programs, working capital, general corporate purposes, and expenses of the Offering. EXECUTIVE COMPENSATION All dollar amounts in this Circular are expressed in Australian dollars unlessotherwise indicated. The following table sets out information concerning the compensation earned fromthe Company and any of the Company's subsidiaries during the financial yearsended 30 June 2007, 2006 and 2005 by the Company's Chief Executive Officer,Chief Financial Officer and the Company's two other most highly compensatedexecutive officers (collectively, the "Named Executive Officers" or "NEOs"). +------------+---------+----------------------------+--------------------------------+------------+| | | Annual Compensation | Long Term Compensation | || | +-------+-------+------------+---------+------------+---------+ || | | | | |Ordinary | Ordinary | | || | | | | | Shares | Shares or | Long | || | | | | | Under | Units | Term | ||NEO Name and| | | | Other |Options /| Subject to |Incentive| All || Principal |Financial| | | Annual | SARs | Resale | Plan | Other || Position | Year |Salary | Bonus |Compensation| Granted |Restrictions| Payouts |Compensation|| | | | | | | | || | | (A$) | (A$) | (A$) (1) | (#) (3) | (A$) (4) | (A$) | (A$) |+------------+---------+-------+-------+------------+---------+------------+---------+------------+| Sami | 2007 |387,583| - | - | - | - | - | - || El-Raghy | | | | | | | | || Chairman | 2006 |357,353| - | - | - | - | - | - || | | | | | | | | || | 2005 |376,283|150,000| 144 | - | - | - | - |+------------+---------+-------+-------+------------+---------+------------+---------+------------+| Josef | 2007 |412,500|50,000 | 4,523 | - | - | - | - || El-Raghy | | | | | | | | || Managing | 2006 |303,609| - | 29,978 | - | - | - | 2,860 ||Director/CEO| | | | | | | | || | 2005 |224,808| - | 20,449 | - | - | - | 22,481 |+------------+---------+-------+-------+------------+---------+------------+---------+------------+| Mark Smith | 2007 |127,500| - | - |1,000,000| 923,600 | - | 37,777 || Chief | | | | | | | | || Financial | 2006 | - | - | - | - | - | - | - ||Officer (2) | | | | | | | | || | 2005 | - | - | - | - | - | - | - |+------------+---------+-------+-------+------------+---------+------------+---------+------------+|Heidi Brown | 2007 |85,000 |10,000 | - | 200,000 | 142,120 | - | 8,550 || Company | | | | | | | | || Secretary | 2006 |67,000 |20,000 | - | - | - | - | 7,830 || | | | | | | | | || | 2005 |51,596 | - | - | 200,000 | 56,080 | - | 4,644 |+------------+---------+-------+-------+------------+---------+------------+---------+------------+|John McLeod | 2007 |20,833 | - | - |1,000,000| 1,163,600 | - | - || Operations | | | | | | | | || Manager | 2006 | - | - | - | - | - | - | - || | | | | | | | | || | 2005 | - | - | - | - | - | - | - |+------------+---------+-------+-------+------------+---------+------------+---------+------------+ Notes: (1) Fringe Benefits Tax ("FBT"). FBT is an Australian tax payable by employers for benefits paid to an Australian employee or the employee's associate. FBT is separate from income tax and is based on the taxable value of the various benefits provided. (2) Mr. Smith joined the Company in July 2006 as Finance Manager and was appointed Chief Financial Officer in January 2007. (3) The options issued to Mrs. Brown, Mr. Smith and Mr. McLeod vest and are exercisable over a period of 12 months, with fifty percent (50%) vesting and exercisable after six months and the other 50% vesting and exercisable after 12 months from the date of issue. The options have a term of three years. (4) In accordance with the agency agreement dated 28 March 2007, directors and officers of the Company are not permitted to sell any securities of the Company for a period of 180 days from the first tranche closing of the Offering without the prior written consent of Westwind Partners Inc. This blackout period will expire on 02 October 2007. Stock Options The Company granted the following options under the Company's stock option plan,which was adopted in November 2006 (the "Employee Option Plan"), to purchase oracquire Ordinary Shares during the financial year ended 30 June 2007 to theNamed Executive Officers. +--------+--------------+-----------+---------+--------+------------+------------+| | | | | | |Market Value|| | | | | | | of the || | | | | | | Ordinary || | | | | | | Shares || | | | Number | | | Underlying || | | | of |Exercise| | Options on || | | |Unquoted | Price | | the Issue || Name | Office |Issue Date | Options | (A$) |Expiry Date | Date |+--------+--------------+-----------+---------+--------+------------+------------+|Mr M |Chief | 30 August | 250,000 | 0.6566 | 30 August | $164,150 ||Smith |Financial | 2006 | | | 2009 | || |Officer | | | | | |+--------+--------------+-----------+---------+--------+------------+------------+| | |31 January | 250,000 | 0.7106 | 31 January | $177,650 || | | 2007 | | | 2010 | |+--------+--------------+-----------+---------+--------+------------+------------+| | | 25 June | 500,000 | 1.1636 |25 June 2010| $581,800 || | | 2007 | | | | |+--------+--------------+-----------+---------+--------+------------+------------+|Mrs H |Company |31 January | 200,000 | 0.7106 | 31 January | $142,120 ||Brown |Secretary | 2007 | | | 2010 | |+--------+--------------+-----------+---------+--------+------------+------------+|Mr J |Operations | 25 June |1,000,000| 1.1636 |25 June 2010| $1,163,600 ||McLeod |Manager | 2007 | | | | |+--------+--------------+-----------+---------+--------+------------+------------+ The following table sets out information concerning the exercise of options bythe Named Executive Officers during the financial year ended 30 June 2007 andthe value of unexercised options held by the Named Executive Officers as at 30June 2007. Aggregated Option Exercises During the Most Recently Completed Financial Yearand Financial Year-End Option Values +------------------+---------+----------+-------------------------+-------------------------+| | | | Number of Unexercised | Value of Unexercised || | | | Options at | in-the-money Options at || |Ordinary | | 30 June 2007 | 30 June 2007 || | Shares | +-----------+-------------+-----------+-------------+| |Acquired |Aggregated| | | | || | on | Value | | | | ||NEO Name |Exercise | Realized |Exercisable|Unexercisable|Exercisable|Unexercisable|| | | | | | | || | (#) | (A$) | (#) | (#) | (A$) | (A$) |+------------------+---------+----------+-----------+-------------+-----------+-------------+|Sami El-Raghy | - | - | - | - | - | - ||Chairman | | | | | | |+------------------+---------+----------+-----------+-------------+-----------+-------------+|Josef El-Raghy | - | - | - | - | - | - ||Managing Director/| | | | | | ||CEO | | | | | | |+------------------+---------+----------+-----------+-------------+-----------+-------------+|Mark Smith | - | - | 125,000 | 875,000 | 57,925 | 160,275 ||Chief Financial | | | | | | ||Officer | | | | | | |+------------------+---------+----------+-----------+-------------+-----------+-------------+|Heidi Brown | 200,000 | 167,920 | - | 200,000 | - | 81,880 ||Company Secretary | | | | | | |+------------------+---------+----------+-----------+-------------+-----------+-------------+|John McLeod | - | - | - | 1,000,000 | - | - ||Operations Manager| | | | | | |+------------------+---------+----------+-----------+-------------+-----------+-------------+ Option Repricings No options held by a Named Executive Officer have been repriced downward atanytime during the most recently completed financial year-end. Termination of Employment, Change in Responsibilities and Employment Contracts The Company is a party to employment contracts with each of Messrs. JosefEl-Raghy, Sami El-Raghy, Mark Smith and Mrs. Heidi Brown, neither of whichprovide for entitlement to compensation for termination of employment apart fromcompensation payable up to and including the date of termination and allpayments due by virtue of accrued leave. The compensation of Messrs. JosefEl-Raghy, Sami El-Raghy and Mark Smith, and Mrs. Heidi Brown is set out in theSummary Compensation Table above. Except for such contracts and the payment fordirector's fees, there are no service contracts of any director or officer ofthe Company and there is no arrangement or agreement made between the Companyand any of its Named Executive Officers pursuant to which a payment or otherbenefit is to be made or given by way of compensation in the event of thatofficer's resignation, retirement or other termination of employment, or in theevent of a change of control of the Company or a change in the Named ExecutiveOfficer's responsibilities following such change of control. Composition of the Remuneration Committee During the financial year ended 30 June 2007, the Remuneration Committee wascomposed of Colin Cowden (Chairman) and Brian Speechly, each of whom is anunrelated, independent director of the Company. Report on Executive Compensation All compensation arrangements for directors and senior officers (including theCompany's Chief Executive Officer) are determined by the Remuneration Committeeand approved by the Board of Directors, after taking into account the currentcompetitive rates prevailing in the market. Compensation packages comprise basesalary and may include superannuation, fringe benefits and performanceincentives. Executives and staff, if invited by the Board of Directors, mayparticipate in the Company's stock option plan which was adopted in November2006 (the "Employee Option Plan"). These packages are reviewed on an ongoingbasis and, in most cases, are reviewed against predetermined performancecriteria. All remuneration paid to executives is valued at the cost to the Company and ismeasured in accordance with the applicable accounting standards. Options arevalued using the Black-Scholes methodology. The Board of Directors expects that the compensation structure that isimplemented will result in the Company being able to attract and retain the bestexecutives to manage the Company. It will also provide the executives with thenecessary incentives to work to grow long-term shareholder value. The Board of Directors can exercise its discretion in relation to approvingincentives, bonuses and options and can recommend changes to the RemunerationCommittee's recommendations. There are no schemes for retirement benefits other than statutory superannuationfor independent directors. Performance Table The following table compares the yearly percentage change in the Company'scumulative total shareholder return on its Ordinary Shares with the cumulativetotal return of the S&P/TSX Composite Index, the ASX All Ordinaries Index andthe FTSE 100 Index over the past five years assuming $100 was invested on 30June 2002. Dividends declared on Ordinary Shares are assumed to be reinvested.The Ordinary Share performance as set out in the table does not necessarilyindicate future price performance. Cumulative Total Shareholder Return30 June 2002 through 30 June 2007 June - June - June - June - June - June - 2002 2003 2004 2005 2006 2007 Centamin Egypt Limited 100.00 62.50 59.38 84.38 231.25 350.00 (1) S&P/TSX Composite Index 100.00 99.73 124.14 146.53 175.32 215.17 FTSE 100 Index 100.00 86.57 95.87 109.81 125.28 129.02 ASX All Ordinaries Index 100.00 98.92 121.04 151.00 187.53 244.32 Note: (1) Due to the limited time period that the Ordinary Shares have been listed on the Toronto Stock Exchange ("TSX"), the performance graph tracks the performance for the past five years of the Ordinary Shares of the Company as listed on the Australian Securities Exchange ("ASX"). The Ordinary Shares commenced trading on the TSX on 05 April 2007 at a price of C$0.90 per Ordinary Share. On 30 June 2007, the price of the Ordinary Shares as listed on the TSX was C$1.02 per share. Compensation of Directors During the financial year ended 30 June 2007, the following non-executivedirectors of the Company have received a cash payment, in the following amounts,in connection with the services they have provided to the Company: +----------------------------------+-------------------------------+| Name of Director | Amount of Compensation (A$) |+----------------------------------+-------------------------------+| Colin Neil Cowden | 29,293 (1) |+----------------------------------+-------------------------------+| Gordon Brian Speechly | 29,293 (1) |+----------------------------------+-------------------------------+| Thomas Gee Elder | 51,504 (2) |+----------------------------------+-------------------------------+| Herbert Stuart Bottomley | 51,504 (2) |+----------------------------------+-------------------------------+ Notes: (1) Messrs. Cowden and Speechly also receive 9% superannuation in addition to a A$27,500 fee for their services as directors. (2) Messrs. Elder and Bottomley each receive a payment of £2,500 per quarter in addition to the A$27,500 fee for their services as directors. Indebtedness of Directors and Executive Officers None of the directors or senior officers of the Company, or associates oraffiliates of the foregoing persons are indebted to the Company or have been thesubject of a guarantee, support agreement, letter of credit or other similararrangement or understanding provided by the Company. Directors' and Officers' Liability Insurance The Company maintains liability insurance for its directors and officers actingin their respective capacities in an aggregate amount of A$10,000,000, subjectto a A$100,000 deductible for liability incurred in the United States ofAmerica, and a A$50,000 deductible for the rest of the world. The premium paidby the Company for this coverage was A$32,412. INTERESTS OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS Other than as disclosed in this Circular, no director or senior officer of theCompany or any shareholder holding, on record or beneficially, directly orindirectly, more than 10% of the issued Ordinary Shares, or any of theirrespective associates or affiliates, had any material interest, directly orindirectly, in any material transaction with the Company within the three yearspreceding the date of this Circular or in any proposed transaction which hasmaterially affected or would materially affect the Company. STATEMENT OF CORPORATE GOVERNANCE PRACTICES The Board of Directors are responsible for the corporate governance of theCompany and its subsidiaries. The Board of Directors guides and monitors thebusiness and affairs of the Company on behalf of the shareholders by whom theyare elected and to whom they are accountable. To ensure the Board of Directors is well equipped to discharge itsresponsibilities, it has established guidelines for the nomination and selectionof directors and for the operation of the Board of Directors. Unless disclosed below, the best practice recommendations of both the ASXCorporate Governance Council and the AlM Market of the London Stock Exchange("AIM") Listing Rules, including the Combined Code On Corporate Governance havebeen applied for the entire financial year ended 30 June 2007. The best practicerecommendations of the TSX and those prescribed under National Policy 58-201 -Corporate Governance Guidelines ("NP 58-201") have been applied since listing on05 April 2007. Where there has been any variation from the recommendations it isbecause the Board of Directors believes that the Company is not as yet of asize, nor are its financial affairs of such complexity to justify some of thoserecommendations and as such those practices continue to be the subject of thescrutiny of the full Board of Directors. The Company is in the process of reviewing the updated ASX Corporate GovernancePrinciples and Recommendations. Board of Director Composition The Board of Directors comprises six directors, of whom the Chairman and theManaging Director/Chief Executive Officer are the only executive directors. Boththe ASX Listing Rules, the Combined Code on Corporate Governance and NP 58-201favour that the Chairman be an independent director, however as Mr Sami El-Raghyhas been primarily based in Egypt during this stage of the Company'sdevelopment, where his knowledge of the Company's projects, the Egyptianlanguage, culture and government contacts are invaluable, the Board of Directorsbelieve that it is in the best interests of the Company that his role and statusbe both as an executive officer of the Company ("Executive") and as Chairman. The skills, experience and expertise relevant to the position of each directorwho is in office at the date of the Annual Report, their attendances at meetingsand their term of office are detailed in the Directors' Report. The majority ofthe Board of Directors are independent directors, the names of the directors ofthe Company in office at the date of this statement are: +-------------------------+--------------------------+--------------------------+| Name | Position | Committees |+-------------------------+--------------------------+--------------------------+| Sami El-Raghy | Chairman - Executive | - || | Director | |+-------------------------+--------------------------+--------------------------+| Josef El-Raghy | Managing Director/CEO | - |+-------------------------+--------------------------+--------------------------+| Colin N Cowden | Independent Director | Audit and Remuneration |+-------------------------+--------------------------+--------------------------+| G Brian Speechly | Independent Director | Audit and Remuneration |+-------------------------+--------------------------+--------------------------+| Thomas G Elder | Independent Director | - |+-------------------------+--------------------------+--------------------------+| H Stuart Bottomley | Independent Director | Audit |+-------------------------+--------------------------+--------------------------+ When determining whether a director is independent, the Board of Directors hasdetermined that the director must not be an Executive and: • is not a substantial shareholder of the Company or an officer of, or otherwise associated directly with, a substantial shareholder of the Company; • within the last three years has not been employed in an executive capacity by the Company or another group member, or been a Director after ceasing to hold any such employment; • within the last three years has not been a principal or employee of a material professional adviser or a material consultant to the Company or another group member, or an employee materially associated with the service provided; • is not a material supplier or customer of the Company or other group member, or an officer of or otherwise associated directly or indirectly with a significant supplier or customer; and • has no material contractual relationship with the Company or another group member other than as a director of the Company; • is free from any interest and any business or other relationship which could, or could reasonably be perceived to, materially interfere with the director's ability to act in the best interests of the Company. Independent directors have the right to seek independent professional advice inthe furtherance of their duties as directors, at the Company's expense. Writtenapproval must be obtained from the Managing Director prior to incurring expenseson behalf of the Company. S El-Raghy, J El-Raghy, C Cowden and G B Speechly are also directors of thewholly-owned subsidiary companies, Pharaoh Gold Mines NL, Viking Resources Ltd,and North African Resources NL. J El-Raghy and T Elder are also directors of thesubsidiary company, Centamin Limited. The Board of Directors and Board of Director Nominations The Company does not presently operate a nomination committee. However, as theCompany approaches the development of the Sukari project, and as it shifts itscorporate profile increasingly towards the capital markets of Europe, the Boardof Directors is establishing guidelines for the future nomination and selectionof potential new directors. In the interim, the full Board of Directors (subjectto shareholders voting rights in a general meeting) is responsible for selectionof new members and has regard to a candidate's experience and competence inareas such as mining, exploration, geology, finance and administration that canassist the Company in meeting its corporate objectives and plans. Under the Company's Constitution: • the maximum number of directors on the Board of Directors is ten; • a director (other than the Managing Director) may not retain office for more than three years without submitting for re-election; and • at the annual general meeting each year, effectively one third of the directors in office (other than the Managing Director) retire by rotation and must seek re-election by shareholders. Meetings of Independent Directors The independent directors do not hold regularly scheduled meetings at whichnon-independent directors and members of management are not in attendance.Although the Company has not implemented formal structures or procedures for theindependent functioning of the Board of Directors, the Board of Directorsbelieves that it operates independently of management. Individual directors mayengage outside advisors at the expense of the Company upon approval by the Boardof Directors in appropriate circumstances. Position Descriptions The Board of Directors has not developed written position descriptions for theChairman of the Board of Directors, the Chair of each committee of the Board ofDirectors or the Chief Executive Officer. Orientation and Continuing Education The Company does not provide a formal orientation or education program for newdirectors; however, new Board of Director members receive an orientation packagewhich includes reports on operations and results and public disclosure filingsby the Company. Meetings of the Board of Directors' are combined withpresentations by the Company's management and employees to give the directorsadditional insight into the Company's business. In addition, management of theCompany makes itself available for discussion with all members of the Board ofDirectors. Securities Trading Policy The Company has not as yet adopted a formal securities trading policy. However,the Board of Directors and employees of the Company are restricted from actingon material information until it has been released to the market in accordancewith the ASX requirements of continuous disclosure. Furthermore, the ability ofdirectors and certain employees of AIM listed companies to deal in a company'ssecurities is restricted in a number of ways, including by statute, common lawand by Rule 21 of the AIM Rules. This rule imposes restrictions beyond thoseimposed by law in that the directors and certain employees and persons connectedwith them do not abuse and do not place themselves under suspicion of abusingprice-sensitive information that they have or are thought to have, especially inperiods leading up to announcement of results (blackout periods). Remuneration Committee and Policies The Remuneration Committee comprises Mr Colin Cowden (Chairman) and Mr BrianSpeechly, both independent directors. All compensation arrangements for directors and senior Executives are determinedby the Remuneration Committee and approved by the Board of Directors, aftertaking into account the current competitive rates prevailing in the market. The amount of remuneration for all directors including the full remunerationpackages, comprising all monetary and non-monetary components of the executivedirectors and Executives, are detailed in the Directors' Report. All Executives receive base salary, superannuation, fringe benefits and in somecases, performance incentives. Executives and staff, if invited by the Board ofDirectors, may participate in the Employee Option Plan. These packages arereviewed on an ongoing basis and in some cases are reviewed againstpredetermined performance criteria. All remuneration paid to Executives is valued at the cost to the Company and ismeasured in accordance with the applicable accounting standards. Ordinary sharesissued to Executives are valued as the difference between the market price ofthose Ordinary Shares and the amount paid by the Executive. Options are valuedusing the Black-Scholes methodology. The Board of Directors expects that the remuneration structure that isimplemented will result in the Company being able to attract and retain the bestExecutives to manage the economic entity. It will also provide the Executiveswith the necessary incentives to work to grow long-term shareholder value. The Board of Directors can exercise its discretion in relation to approvingincentives, bonuses and options and can recommend changes to the RemunerationCommittee's recommendations. There are no schemes for retirement benefits other than statutory superannuationfor independent directors. External Auditors The auditors of the Company, Deloitte Touche Tohmatsu ("Deloitte"), have openaccess to the Board of Directors at all times. Deloitte have audited the Companyand its subsidiaries for a number of years and have adopted a policy of rotatingaudit partners every five years. The last rotation of the audit partner occurredduring the financial year ended 30 June 2003. Deloitte attend the Company's annual general meeting, which is consistent withtheir current business practice, and is in accordance with s250RA of theCorporations Act 2001. Disclosure regarding the external auditor fees charged by Deloitte for thefinancial years ended 30 June 2007 and 30 June 2006 respectively, can be foundin the Company's annual information form for its financial year ended 30 June2007 (the "Annual Information Form") under the heading "Fees paid to ExternalAuditors", which section is incorporated by reference herein. Audit Committee The Audit Committee comprises Mr Colin Cowden (Chairman), Mr Brian Speechly and,since 02 April 2007 Mr Stuart Bottomley, all of whom are independent directorsof the Company. The Company has a duly constituted Audit Committee which comprises the twoAustralia-based independent directors and one UK resident director whose names,qualifications and attendances are included in the Directors' Report. Theresponsibilities of the Audit Committee are laid out in its charter, and amongstother things, includes the responsibility to ensure that an effective internalcontrol framework exists within the entity, and to produce quarterly, halfyearly and annual financial statements. This includes the safeguarding ofassets, the maintenance of proper accounting records and the reliability offinancial information, as well as non-financial considerations. Disclosure regarding (a) the relevant education and experience of the members ofthe Audit Committee; and (b) the Audit Committee's pre-approval policies andprocedures may be found in the Annual Information Form under the heading "AuditCommittee" which section is hereby incorporated by reference herein. Inaddition, a copy of the Audit Committee's charter can be found at Schedule A tothe Annual Information Form. Mandate of the Board of Directors The Board of Directors supervises the management of the business and affairs ofthe Company. The Board of Directors assumes responsibility for the stewardshipof the Company, including the areas described below: (a) Strategic Planning: The Board of Directors regularly reviews and approves strategic plans and initiatives of the Company at Board of Directors meetings, and otherwise as required. (b) Risk Assessment: The Board of Directors has primary responsibility to identify principal risks in the Company's business and ensure the implementation of appropriate systems to manage these risks. See "Managing Risks" below. (c) Succession Planning: The Board of Directors is responsible for succession planning, including the appointment, training and monitoring of senior management. (d) Communications: The Board of Directors oversees the Company's public communications with shareholders and others interested in the Company. (e) Internal Controls: The Board of Directors and the Audit Committee oversee the Company's internal control and management information systems. In addition to its general oversight responsibilities, significant transactionsout of the ordinary course of the Company's business or which may be material tothe Company are considered and approved by the Board of Directors. The Board ofDirectors generally has at least six (6) regularly scheduled meetings in eachfinancial year. Additional meetings may be held depending upon opportunities orissues to be dealt with by the Company from time to time. During the financialyear ended 30 June 2007, the Board of Directors held ten (10) meetings, andconsidered and passed twenty four (24) Circular resolutions pursuant to clause15.10 of the Company's Constitution. Managing Risks The Board of Directors meets regularly to evaluate, control, review andimplement the Company's operations and objectives. Regular controls established by the Board of Directors include: • detailed monthly financial reporting; • delegation of authority to the Managing Director to ensure approval of expenditure obligations; • implementation of operating plans, cash flows and budgets by management and Board of Directors monitoring of progress against projections; and • procedures to allow directors, and management in the furtherance of their duties, to seek independent professional advice via the utilisation of various external technical consultants. The Board of Directors recognises the need to identify areas of significantbusiness risk and to develop and implement strategies to mitigate these risks. Commitment to Stakeholders and Ethical Standards The Board of Directors supports the highest standards of corporate governanceand requires its members and the management and staff of the Company to act withintegrity and objectivity in relation to: • Compliance with laws and regulations affecting the Company's operations; • The ASX's Corporate Governance, the AIM Rules, including the Combined Code On Corporate Governance, and NP 58-201; • Employment practices; • Responsibilities to the community; • Responsibilities to the individual; • The environment; • Conflict of interests; • Confidentiality; • Ensure that shareholders and the financial community are at all times fully informed in accordance with the spirit and letter of the ASX's continuous disclosure requirements, the AIM Rules and National Instrument 51-102 - Continuous Disclosure Obligations; • Corporate opportunities or opportunities arising from these for personal gain or to compete with the Company; • Protection of and proper use of the Company's assets; and • Active promotion of ethical behaviour. Monitoring of the Board of Director's Performance and Communication toShareholders: In order to ensure that the Board of Directors continues to discharge itsresponsibilities in an appropriate manner, the performance of all directors isconstantly reviewed by the Chairman. The Company does not presently have anevaluation of the Board of Directors and each member of the Board of Directorsperformed by an independent consultant. However, it may do so once the Companycommences development of the Sukari project. The Board of Directors aims to ensure that the shareholders, on behalf of whomthey act, are informed of all information necessary to assess the performance ofthe directors. Information is communicated to the shareholders through: • the Annual Report which is distributed to all shareholders; • the availability of the Company's Quarterly Report to shareholders so requesting; • the Half-Yearly Report distributed to shareholders so requesting; • adherence to continuous disclosure requirements; • the annual general meeting and other meetings so called to obtain shareholder approval for Board of Director action as appropriate; and • the provision of the Company's website containing all of the above mentioned reports and its constant update and maintenance. Statement by the Managing Director and Chief Financial Officer The Managing Director and Chief Financial Officer confirm to the Board ofDirectors that the group's financial position presents a true and fair view andthat the financial statements are founded on a sound system of risk management,internal compliance and control. Further, it is confirmed that the group's riskmanagement and internal compliance is operating efficiently and effectively. ADDITIONAL INFORMATION Copies of the Company's most recent Annual Information Form (together with thedocuments incorporated therein by reference), audited financial statements forthe fiscal year ended 30 June 2007, together with a report of the auditorsthereon, and this Circular is available on SEDAR at www.sedar.com and will beavailable upon request from the Company. * * * * * * DIRECTORS' APPROVAL The contents and the sending of this Circular have been approved by the Board ofDirectors of the Company. Dated 26 September 2007. BY ORDER OF THE BOARD OF DIRECTORS Sami El-Raghy Chairman Questions from Shareholders Your questions are very important to us. Please use this form to submit anyquestions concerning Centamin Egypt Limited that you would like us to respond toat the Annual General Meeting and return it to either: Australia United Kingdom CanadaThe Company Secretary The Company Secretary The Company SecretaryCentamin Egypt Limited Centamin Egypt Limited Centamin Egypt Limitedc/- Computershare or c/- Computershare or C/- ComputershareLevel 2, 45 St Georges PO Box 1075, The 100 University Ave,Terrace Pavilions 8th FloorPerth, Western Bridgwater Road, Bristol Toronto ON M5J 2Y1Australia, 6000 BS99 3EA CanadaFacsimile: + 61 8 9323 2033 Facsimile: + 44 870 703 6109 Facsimile: + 416 981 9777 Or directly to the Company Secretary at the Company's registered office, locatedat 57 Kishorn Road, Mount Pleasant, Western Australia 6153, Australia, orfacsimile + 61 8 9316 2650. We will endeavour to respond to as many of the more frequently asked questionsas possible at the AGM. Please note that we will not be able to reply individually. Shareholder's Name:................................................................................ Address:................................................................................ ................................................................................ ................................................................................ Security Reference Number (SRN) or Holder Identification Number (HIN): ....................................................................... Question(s):................................................................................ ................................................................................ ................................................................................ ................................................................................ ................................................................................ ................................................................................ ................................................................................ ................................................................................ ................................................................................ ................................................................................ ................................................................................ PROXY FORM This Proxy is solicited by or on behalf of the management of Centamin EgyptLimited for the Annual General Meeting of Shareholders to be held on Friday, 23 November 2007 I/We................................................................................ (print name/s) of................................................................................ (print address) being a shareholder of Centamin Egypt Limited hereby appoint ................................................................................ (print proxy's name in full) of................................................................................ (print proxy's address) or in the proxy's/proxies' absence or if no other appointee is mentioned, theChairman of the meeting as my/our proxy/proxies to vote and act for me/us on my/our behalf at the Annual General Meeting of the Company to be held on Friday, 23November 2007, in the Bishopsgate & Chancery Rooms at The Great Eastern Hotel,Liverpool Street, London, United Kingdom at 11.30 am (UK time) and at anyadjournment thereof in the manner indicated below, or in the absence ofindication, as the proxy sees fit: Resolutions For Against Abstain __ __ __1.0 Financial Statements and Reports |__| |__| |__| __ __ __2.0 Adoption of the Remuneration Report |__| |__| |__| __ __ __3.1 Re-election of Mr C Cowden |__| |__| |__| __ __ __3.2 Re-election of Mr S El-Raghy |__| |__| |__| __ __ __4.0 Reinstatement of Issues; ASX Listing |__| |__| |__| Rules 7.1 and 7.4 Note: The Chairman of the meeting intends to vote undirected proxies in favour('For') of each Resolution. __ If the Chair of the meeting is appointed as your proxy, or may be appointed by|__|default and you do NOT wish to direct your proxy how to vote as your proxy in respect of a resolution, please place a mark in the box. By marking this box, you acknowledge that the Chair of the meeting may exercise your proxy even if he has an interest in the outcome of the resolution/s and that votes cast by the Chair of the meeting for those resolutions other than as proxy holder will be disregarded because of that interest. If you do not mark this box, and you have not directed your proxy how to vote, the Chair will not cast your votes on the resolution and your votes will not be counted in calculating the required majority if a poll is called on the resolution. This statement applies to all of the above resolutions. __|__| If you would like to appoint a second proxy, please place a mark in the box. ................................ % or ................................... (State the percentage of your voting rights or the number of securities for this Proxy Form) PLEASE SIGN HERE This section must be signed to enable your directions to beimplemented. Shareholder 1 (Individual) Joint Shareholder 2 (Individual) Joint Shareholder 3(Individual) ________________________ ______________________________ _____________________________|________________________| |______________________________| |_____________________________| Sole Director and Director/Company Secretary DirectorSole Company Secretary (delete one) ________________ | | | |Date | | _______________________ | ||_______________________| |________________| Notes: 1. A shareholder entitled to cast two or more votes may appoint not more than two proxies, and may specify the proportion or number of votes that each proxy is appointed to exercise. If the appointment does not specify the proportion or number of the shareholder's voting rights, each proxy may exercise half the votes. A proxy need not be a shareholder. 2. Appointment of a proxy by a shareholder which is a company must be under its common seal or the hand of its attorney or the hand of a person duly authorised on its behalf. If signed by an attorney or authorised officer of the company, the power of attorney or other authority under which the proxy is signed must be provided. 3. If signed under a power of attorney, please forward the power of attorney for noting (unless already noted). 4. If signed by an executor/executrix of a deceased shareholder, please forward probate or letters of administration for noting (unless already noted). 5. To be effective, the duly completed proxy forms, together with any relevant power of attorney, must be received by the Company by no later than 8.30 pm (Australian WST), Wednesday, 21 November 2007 (UK : 11.30 am, Canada : 6.30 am EST). Please direct proxy forms and any relevant power of attorney to any of the following: Australia United Kingdom CanadaThe Company Secretary The Company Secretary The Company SecretaryCentamin Egypt Limited Centamin Egypt Limited Centamin Egypt Limitedc/- Computershare or c/- Computershare or C/- ComputershareLevel 2, 45 St Georges PO Box 1075, The 100 University Ave,Terrace Pavilions 8th FloorPerth, Western Bridgwater Road, Bristol Toronto ON M5J 2Y1Australia, 6000 BS99 3EA CanadaFacsimile: + 61 8 9323 2033 Facsimile: + 44 870 703 6109 Facsimile: + 416 981 9777 Or alternatively, proxy forms may be directed to the Company Secretary at theCompany's registered office, located at 57 Kishorn Road, Mount Pleasant, WesternAustralia 6153, Australia, or facsimile + 61 8 9316 2650. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Centamin PLC