Notice of AGM

Centamin Egypt Limited
21 October 2003


                             CENTAMIN EGYPT LIMITED
                                        
                                        
                        NOTICE OF ANNUAL GENERAL MEETING
                                        

NOTICE is hereby given that the Annual General Meeting of Shareholders of the
Company is to be held at 1st Floor, Rowing WA, The Esplanade, Mt Pleasant,
Western Australia on Friday the 28th day of November 2003 commencing at
10.30a.m.


AGENDA


ACCOUNTS AND REPORTS


To receive and consider the financial statements and the reports of the
directors and of the auditors for the year ended 30 June 2003.


ORDINARY BUSINESS


1.    Election of Directors


       To consider, and if thought fit, to pass the following ordinary
resolutions:


       1.1      Election of Mr C Cowden

'That, Mr C Cowden who retires by way of rotation under provision 13.2 of the
Company's Constitution and, being eligible, offers himself for re-election, be
elected as a director.'


       1.2       Election of Mr S El-Raghy

'That, Mr S El-Raghy who retires by way of rotation under provision 13.2 of the
Company's Constitution and, being eligible, offers himself for re-election, be
elected as a director'


SPECIAL BUSINESS


To consider and, if thought fit, to pass the following resolutions as ordinary
resolutions:


2.       Amendment to Employee Option Plan 2002

'That the definition of 'Market Price' of Shares be changed to mean 'the
weighted average closing price of Shares sold on ASX or on AIM on the five
trading days for the relevant market most recently preceding the date on which
the Market Price is to be determined. If on those five days Shares were sold on
both ASX and AIM, then the closing price on the ASX shall be used. If the
closing price on AIM is used then the price will be converted to A$ at the
currency exchange rate published on the relevant day by an Australian Bank
selected by the directors'.'


3.    Allotment of Options to Directors


The proposed allotment of options to Non-Executive Directors is to provide
them with both an incentive to continue to foster the development of the
Company's business and to bring their remuneration into line with that paid by
comparable companies.


3.1          Allotment of Options to Dr T Elder, Non-Executive Director

'That, the shareholders of the Company approve the issue to Dr T Elder, of
250,000 Options to subscribe for fully paid Ordinary Shares in the capital of
the Company on the terms and conditions described in the Rules of the Employee
Option Plan 2002'.


Voting Exclusion Statement

The Company will disregard any votes cast on Resolution No.3.1 by Dr T Elder or
any director of the Company and any associate of Dr T Elder or a director of the
Company. 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 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.


3.2          Allotment of Options to Mr C Cowden, Non-Executive Director

'That, the shareholders of the Company approve the issue to Mr C Cowden, of
250,000 Options to subscribe for fully paid Ordinary Shares in the capital of
the Company on the terms and conditions described in the Rules of the Employee
Option Plan 2002'.


Voting Exclusion Statement

The Company will disregard any votes cast on Resolution No.3.2 by Mr C Cowden or
any director of the Company and any associate of Mr C Cowden or a director of
the Company. 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 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.


3.3          Allotment of Options to Mr B Speechly, Non-Executive Director

'That, the shareholders of the Company approve the issue to Mr B Speechly, of
250,000 Options to subscribe for fully paid Ordinary Shares in the capital of
the Company on the terms and conditions described in the Rules of the Employee
Option Plan 2002'.


Voting Exclusion Statement

The Company will disregard any votes cast on Resolution No.3.3 by Mr B Speechly
or any director of the Company and any associate of Mr B Speechly or a director
of the Company. 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 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.


4.       Reinstatement of Listing Rule 7.1

'That pursuant to Listing Rule 7.1 of the Australian Stock Exchange Limited
Listing Rules, the allotment of 22,580,127 fully paid ordinary shares on 10
January 2003 at a price of A$ equivalent to Stg £0.09p (approximately A$ 0.25)
each in the capital of the company to The Fidelity Fund of the United Kingdom be
approved and ratified.'


Voting Exclusion Statement

The Company will disregard any votes cast on Resolution No.4 by any
representative of The Fidelity Fund and any associate of it. 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
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.


Information Relating to Resolution 2

The directors consider that the weighted average of five (5) trading days
(rather than one (1) day trade which is the original definition of Market Price)
better reflects the true market value of the Shares.


Information Relating to Resolutions 3.1, 3.2 and 3.3

The Options proposed to be offered to the named Directors will be offered under
the Employee Option Plan 2002, as approved by shareholders at the Annual General
Meeting held 29 November 2002


The Options will be offered on the following terms:


Consideration

Options are to be issued for no consideration.


Entitlement

Each Option entitles the holder to subscribe for and be allotted one Share at a
price of 105% of the Market Price of a Share determined on the date the offer of
the Option is made to the relevant director.


If Resolution No 2 is not passed, 'Market Price' of Shares will mean the closing
price of Shares sold on ASX or on AIM on the trading day for the relevant market
most recently preceding the date on which the Market Price is to be determined.


If Resolution No 2 is passed, 'Market Price' of Shares will mean the weighted
average closing price of Shares sold on ASX or on AIM on the five trading days
for the relevant market most recently preceding the date on which the Market
Price is to be determined.


Offer Date

It is intended that the Options will be offered to the relevant
Directors within one week of shareholder approval.


Expiry of Options

The term of the Options will be three (3) years from the date on which they are
issued and they will expire if not exercised by the end of that period.


Number of Securities under the Employee Option Plan 2002

Since the Employee Option Plan 2002 was adopted on 29 November 2002, no
Options have been issued to directors and their associates.


Number of Directors and their Associates Entitled to Participate in the
Scheme

There are five (5) directors of the company. Their names are Messrs J
El-Raghy, S El-Raghy, C Cowden, B Speechly, T Elder.


No Loan

No loan is to be made or proposed to be made in connection with the proposed
Option issue.


Latest Date for Issue

The Company will issue the Options no later than three months after the
date of the meeting, being by the 28th of February 2004.


Maximum number of Securities to be Issued

If each of resolutions 3.1, 3.2, and 3.3 are approved by shareholders
then a maximum of up to 750,000 Options may be issued in accordance with such
approval.


Changes To Capital Structure

a) Future issues of securities

A Holder may only participate in new issues of securities to shareholders of the
Company if an Option has been exercised in accordance with its terms and a Share
has been allotted in respect of that Option before the record date for
determining entitlements to the relevant issues.

b)  Bonus Issue

If the Company makes a bonus issue of Shares pro rata to shareholders of the
Company (other than an issue in lieu of or in satisfaction of dividends or by
way of dividend reinvestment) and no Shares have been allotted in respect of an
Option before the record date for determining entitlements to the bonus issue, 
then the number of Shares over which the relevant Option is exercisable will 
automatically be increased by the number of Shares which the Holder would have 
received under the bonus issue if the Option had been exercised immediately 
before the record date for the bonus issue. The additional shares issued under 
this clause upon exercise of the Option shares will be paid by the Company in 
the same manner as the bonus issue and shall rank pari passu with other Shares 
issued upon exercise of the Option.

c) Rights issue

(i)  If the Company makes an offer of Shares pro rata to all or substantially
all shareholders of the Company (other than a bonus issue or an issue in lieu or
in satisfaction of dividends or by way of dividend reinvestment) for a
subscription price which is less than the market price (defined below as P), and
no Shares have been allotted in respect of an Option before the record date for
determining entitlements to the rights issue, then the Exercise Price of each
Option will be reduced according to the following formula:


            O1 = O - E (P - (S + D))

                         N + 1

Where:

O1 = The new Exercise Price of each Option;


O = The old Exercise Price of each Option;

E = The number of underlying securities into which one Option is convertible 
on exercise;

P = The average market price of Shares (weighted by reference to volume) sold in
the ordinary course of trading on ASX during the five (5) trading days before
the ex rights date or ex entitlements date;

S = The subscription price (application money plus calls) for new Shares issued
under the rights issue;

D = Any dividends due but not yet paid on existing Shares (except those to be
issued unde the rights issue); and

N = number of Shares required to be held to receive a right to one new Share.

 (ii)The number of Shares that the Holder is entitled to subscribe for on 
exercise of the Option will not change.

d) Reconstruction

In the event of any reconstruction or reorganisation of the issued
ordinary capital of the Company then the rights of an option holder, including
without limitation the number of Options issued to a Holder or the Exercise
Price of an Option or both will be changed in accordance with the Listing Rules
applicable at the date of the reconstruction or reorganisation.

e) Advice

The Company must give notice to each Holder of any adjustment to:

(i)         the number of Shares that the Holder is entitled to subscribe for or
be issued on exercise of an Option; or

(ii)         the Exercise Price per Share,

in accordance with the Listing Rules.


Information Relating to Resolution 4

In January 2003, the Company made an issue of 22,580,127 fully paid Ordinary
Shares. The issue represented less than 15% of the Company's issued share
capital at the time. Approval of the issue by members is sought in order to
'refresh' the number of shares which the Company can issue in any twelve month
period (15% of the Company's issued share capital) under Listing Rules 7.1.


In relation to the issue of 22,580,127 Shares in respect of which ratification
is sought under resolution 4, the following information is provided:


(a)  the Shares were issued to The Fidelity Fund of the United Kingdom.

(b)  the Shares were issued at a price of A$ equivalent to Stg £0.09p 
(approximately A$ 0.25) each payable in full on allotment.

(c)  the Shares issued were Ordinary Shares ranking pari passu with all other 
Shares on issue.

(d)  the funds raised by the issue are intended to be used for continued 
drilling on the Sukari Project in Egypt, and for completion of the bankable 
feasibility study upgrade.



Members entitled to attend and vote at the meeting

For the purposes of the meeting and in accordance with regulation 7.11.37 of the
Corporations Regulations 2001, it has been determined that the members entitled
to attend and vote at the meeting shall be those persons who are recorded in the
register of members at 5.00pm (WST) on Wednesday 26 November 2003. Accordingly,
share transfers registered after that time will be disregarded in determining
entitlements to attend and vote at the meeting.


Proxies

Each shareholder is entitled to appoint a proxy. The proxy does not need to be a
member of the Company. A shareholder that is entitled to cast 2 or more votes
may appoint 2 proxies and may specify the proportion or number of votes each
proxy is appointed to exercise. If a shareholder appoints 2 proxies, each proxy
may exercise half of the shareholder's votes if no proportion or number of votes
is specified.


A Proxy Form accompanies this Notice and, to be effective, duly completed proxy
forms, together with any relevant power of attorney must be received at the
Company's registered office:

Australian Register           United Kingdom Register

The Company Secretary         The Company Secretary
Centamin Egypt Ltd            Centamin Egypt Ltd
57 Kishorn Road               c/o Computershare Investor Services plc
Mt Pleasant WA 6153           PO Box 1075, The Pavilions
                              Bridgwater Road, Bristol BS99 3EA

or by facsimile on:           or by facsimile on:

[phone]                [phone]


by no later than 10.30am (Australian WST), Wednesday 26 October 2003 (UK, no
later than 3.30am, Wednesday 26 October 2003).


Corporate Representatives

Any corporate representative wishing to appoint a person to act as its
representative 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



C Tyndall
Company Secretary

21 October 2003







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