Notice of AGM
Centamin Egypt Limited
28 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') of
shareholders of Centamin Egypt Limited (the 'Company') will 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).
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 the
Corporations Regulations 2001, it has been determined that the shareholders
entitled to attend and vote at the Meeting shall be those persons who are
recorded in the register of shareholders at 8.30 pm (Australian WST) on
Wednesday, 21 November 2007 (UK : 11.30 am, Canada : 6.30 am). 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
shareholder of the Company. A shareholder that is entitled to cast two or more
votes may appoint two proxies and may specify the proportion or number of votes
each proxy is appointed to exercise. If a shareholder appoints two 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 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 one of the following:
Australia United Kingdom Canada
The Company Secretary The Company Secretary The Company Secretary
Centamin Egypt Limited Centamin Egypt Limited Centamin Egypt Limited
c/- Computershare or c/- Computershare or C/- Computershare
Level 2, 45 St Georges PO Box 1075, The 100 University Ave,
Terrace Pavilions 8th Floor
Perth, Western Bridgwater Road, Bristol Toronto ON M5J 2Y1
Australia, 6000 BS99 3EA Canada
Facsimile: + 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 the
Company's registered office, located at 57 Kishorn Road, Mount Pleasant, Western
Australia 6153, Australia, or facsimile + 61 8 9316 2650.
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
H Brown
Company Secretary
Perth, 26 September 2007
EXPLANATORY NOTES TO SHAREHOLDERS
Please refer to the attached Management Information Circular which accompanies
and 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 connection
with the solicitation, by or on behalf of the management of Centamin Egypt
Limited (the 'Company'), of proxies to be used at the Company's annual meeting
of 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 expected
that the solicitation will be primarily by mail, but proxies may also be
solicited personally, by advertisement or by telephone, by directors, officers
or employees of the Company without special compensation, or by the Company's
transfer agent, Computershare. The cost of solicitation will be borne by the
Company.
Appointment of Proxyholder
The person(s) designated by management of the Company in the enclosed form of
proxy as Chairman of the Meeting is a Director of the Company. Each shareholder
has the right to appoint as proxyholder a person (who need not be a shareholder
of the Company) other than the person(s) designated by management of the Company
in the enclosed form of proxy to attend and act on the shareholder's behalf at
the Meeting or at any adjournment thereof. Such right may be exercised by
inserting the name of the person in the blank space provided in the enclosed
form of proxy or by completing another form of proxy.
In the case of registered shareholders, the completed, dated and signed form of
proxy should be sent to any one of the following:
Australia United Kingdom Canada
The Company Secretary The Company Secretary The Company Secretary
Centamin Egypt Limited Centamin Egypt Limited Centamin Egypt Limited
c/- Computershare or c/- Computershare or C/- Computershare
Level 2, 45 St Georges PO Box 1075, The 100 University Ave,
Terrace Pavilions 8th Floor
Perth, Western Bridgwater Road, Bristol Toronto ON M5J 2Y1
Australia, 6000 BS99 3EA Canada
Facsimile: + 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 directed
to the Company Secretary at the Company's registered office, located at 57
Kishorn Road, Mount Pleasant, Western Australia 6153, Australia, or facsimile
+61 8 9316 2650.
In the case of non-registered shareholders who receive these materials through
their broker or other intermediary, the shareholder should complete and send the
form of proxy in accordance with the instructions provided by their broker or
other intermediary. To be effective, a proxy must be received by Computershare
or the Company Secretary not later than 8.30 pm (Australian WST), Wednesday, 21
November 2007 (UK : 11.30 am, Canada : 6.30 am EST), or in the case of any
adjournment of the Meeting, not less than 48 hours, Saturdays, Sundays and
holidays 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 in
writing signed by the shareholder or by the shareholder's attorney, who is
authorized in writing, or by transmitting, by telephonic or electronic means, a
revocation signed by electronic signature by the shareholder or by the
shareholder's attorney, who is authorized in writing, to or at the registered
office of the Company at any time up to and including the last business day
preceding the day of the Meeting, or in the case of any adjournment of the
Meeting, the last business day preceding the day of the adjournment, or with the
Chair of the Meeting on the day of, and prior to the start of, the Meeting or
any adjournment thereof. A shareholder may also revoke a proxy in any other
manner permitted by law.
Voting of Proxies
On any ballot that may be called for, the Ordinary Shares represented by a
properly executed proxy given in favour of the person(s) designated by
management of the Company in the enclosed form of proxy will be voted or
withheld 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 acted
upon, the Ordinary Shares will be voted accordingly.
The enclosed form of proxy confers discretionary authority upon the persons
named therein with respect to amendments or variations to matters identified in
the accompanying Notice of Meeting, and with respect to other matters which may
properly come before the Meeting or any adjournment thereof. As of the date of
this Circular, management of the Company is not aware of any such amendment,
variation or other matter to come before the Meeting. However, if any amendments
or variations to matters identified in the accompanying Notice of the Meeting or
any other matters which are not now known to management should properly come
before the Meeting or any adjournment thereof, the Ordinary Shares represented
by properly executed proxies given in favour of the person(s) designated by
management of the Company in the enclosed form of proxy will be voted on such
matters pursuant to such discretionary authority.
VOTING SHARES
Voting Shares
As at 26 September 2007, the Company had 755,819,232 Ordinary Shares
outstanding, each carrying the right to one vote per share. Except as otherwise
noted 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 matter
submitted to a vote.
Record Date
The board of directors of the Company (the 'Board of Directors') has fixed 22
October 2007 as the record date for the Meeting. Any holder of Ordinary Shares
of record at the close of business on the record date is entitled to vote the
Ordinary Shares registered in such shareholder's name at that date on each
matter to be acted upon at the Meeting, except to the extent that such
shareholder has subsequently transferred any of such Ordinary Shares, and the
transferee of those Ordinary Shares establishes such shareholder's ownership of
such Ordinary Shares and demands, not later than 24 hours before the Meeting
date specified in the accompanying Notice of the Meeting, that such
shareholder's name be included in the list of shareholders prepared for the
Meeting. In such case, the transferee is entitled to vote such Ordinary Shares
on each matter to be acted upon at the Meeting.
Principal Shareholders
To the knowledge of the directors and executive officers of the Company, as at
24 September 2007 no person beneficially owned, directly or indirectly, or
exercised control or direction over, more than 10% of the voting rights attached
to 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 the
year ended 30 June 2007 will be presented at the Meeting. Unless otherwise
instructed, the annual report for the year ended 30 June 2007 (the 'Annual
Report') has been provided to shareholders with the material accompanying the
Notice of the Meeting. Shareholders will be given the opportunity to ask
questions of the Board of Directors and the auditor of the Company (via
telephone 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 the
Annual Report. The vote on this resolution is advisory only and does not bind
the Board of Directors. However, the Board of Directors will take the outcome of
the vote into consideration when reviewing the remuneration practices and
policies of the Company.
3. Election of Directors
A brief summary for each of the directors who offer themselves for re-election
is 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 at
the third annual general meeting of shareholders of the Company so that no
director serves more 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.
In the absence of a contrary instruction, the person(s) designated by management
of the Company in the enclosed form of proxy intend to vote FOR the re-election
as directors of the proposed nominees whose names are set forth below, each of
whom has been a director since the date indicated below opposite the proposed
nominee's name.
The following table sets forth information with respect to each person proposed
to be nominated for re-election as a director, including the number of Ordinary
Shares of the Company beneficially owned, directly or indirectly, or over which
control or direction was exercised, by such person or the person's associates or
affiliates as at 26 September 2007. The information as to Ordinary Shares
beneficially owned or over which control or direction is exercised, not being
within the knowledge of the Company, has been furnished by the respective
proposed 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 the
nominee's name in the table above or another executive office with the same or a
related 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 for
re-election at the Meeting, the information as to Ordinary Shares beneficially
owned or over which control or direction is exercised, not being within the
knowledge of the Company, has been furnished by the respective director
individually.
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) 2005
East 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 79,185,754
Alexandria, Egypt Executive Officer, 2002
Centamin Egypt Limited
Gordon Brian Mining Consultant 15 August 250,000
Speechly (3)(4) 2000
Booragoon, 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 the
principal occupation shown beside the director's name in the table above or
another executive office with the same or a related company, for the last five
years.
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$0.94) each;
- the Ordinary Shares rank pari passu with all other shares of the Company on
issue;
- the Ordinary Shares issued upon the exercise of Broker Warrants will rank
pari passu with all other shares of the Company on issue; and
- the proceeds from the issue of Ordinary Shares and the exercise of Broker
Warrants referred to above are to be used for partial funding of the
development of the Sukari project, drilling to test for extensions to
resources at the Sukari project, regional exploration programs, working capital,
general corporate purposes, and expenses of the Offering.
EXECUTIVE COMPENSATION
All dollar amounts in this Circular are expressed in Australian dollars unless
otherwise indicated.
The following table sets out information concerning the compensation earned from
the Company and any of the Company's subsidiaries during the financial years
ended 30 June 2007, 2006 and 2005 by the Company's Chief Executive Officer,
Chief Financial Officer and the Company's two other most highly compensated
executive officers (collectively, the 'Named Executive Officers' or 'NEOs').
+------------+---------+----------------------------+--------------------------------+------------+
| | | Annual Compensation | Long Term Compensation | |
| | +-------+-------+------------+---------+------------+---------+ |
| | | | | |Ordinary | Ordinary | | |
| | | | | | Shares | Shares or | Long | |
| | | | | | Under | Units | Term | |
|NEO Name and| | | | Other |Options /| Subject to |Incentive| All |
| Principal |Financial| | | Annual | SARs | Resale | Plan | Other |
| Position | Year |Salary | Bonus |Compensation| Granted |Restrictions| Payouts |Compensation|
| | | | | | | | |
| | | (A$) | (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 or
acquire Ordinary Shares during the financial year ended 30 June 2007 to the
Named 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| $1,163,600 |
|McLeod |Manager | 2007 | | | | |
+--------+--------------+-----------+---------+--------+------------+------------+
The following table sets out information concerning the exercise of options by
the Named Executive Officers during the financial year ended 30 June 2007 and
the value of unexercised options held by the Named Executive Officers as at 30
June 2007.
Aggregated Option Exercises During the Most Recently Completed Financial Year
and Financial Year-End Option Values
+------------------+---------+----------+-------------------------+-------------------------+
| | | | Number of Unexercised | Value of Unexercised |
| | | | Options at | in-the-money Options at |
| |Ordinary | | 30 June 2007 | 30 June 2007 |
| | Shares | +-----------+-------------+-----------+-------------+
| |Acquired |Aggregated| | | | |
| | on | Value | | | | |
|NEO Name |Exercise | Realized |Exercisable|Unexercisable|Exercisable|Unexercisable|
| | | | | | | |
| | (#) | (A$) | (#) | (#) | (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 at
anytime 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. Josef
El-Raghy, Sami El-Raghy, Mark Smith and Mrs. Heidi Brown, neither of which
provide for entitlement to compensation for termination of employment apart from
compensation payable up to and including the date of termination and all
payments due by virtue of accrued leave. The compensation of Messrs. Josef
El-Raghy, Sami El-Raghy and Mark Smith, and Mrs. Heidi Brown is set out in the
Summary Compensation Table above. Except for such contracts and the payment for
director's fees, there are no service contracts of any director or officer of
the Company and there is no arrangement or agreement made between the Company
and any of its Named Executive Officers pursuant to which a payment or other
benefit is to be made or given by way of compensation in the event of that
officer's resignation, retirement or other termination of employment, or in the
event of a change of control of the Company or a change in the Named Executive
Officer's responsibilities following such change of control.
Composition of the Remuneration Committee
During the financial year ended 30 June 2007, the Remuneration Committee was
composed of Colin Cowden (Chairman) and Brian Speechly, each of whom is an
unrelated, independent director of the Company.
Report on Executive Compensation
All compensation arrangements for directors and senior officers (including the
Company's Chief Executive Officer) are determined by the Remuneration Committee
and approved by the Board of Directors, after taking into account the current
competitive rates prevailing in the market. Compensation packages comprise base
salary and may include superannuation, fringe benefits and performance
incentives. Executives and staff, if invited by the Board of Directors, may
participate in the Company's stock option plan which was adopted in November
2006 (the 'Employee Option Plan'). These packages are reviewed on an ongoing
basis and, in most cases, are reviewed against predetermined performance
criteria.
All remuneration paid to executives is valued at the cost to the Company and is
measured in accordance with the applicable accounting standards. Options are
valued using the Black-Scholes methodology.
The Board of Directors expects that the compensation structure that is
implemented will result in the Company being able to attract and retain the best
executives to manage the Company. It will also provide the executives with the
necessary incentives to work to grow long-term shareholder value.
The Board of Directors can exercise its discretion in relation to approving
incentives, bonuses and options and can recommend changes to the Remuneration
Committee's recommendations.
There are no schemes for retirement benefits other than statutory superannuation
for independent directors.
Performance Table
The following table compares the yearly percentage change in the Company's
cumulative total shareholder return on its Ordinary Shares with the cumulative
total return of the S&P/TSX Composite Index, the ASX All Ordinaries Index and
the FTSE 100 Index over the past five years assuming $100 was invested on 30
June 2002. Dividends declared on Ordinary Shares are assumed to be reinvested.
The Ordinary Share performance as set out in the table does not necessarily
indicate future price performance.
Cumulative Total Shareholder Return
30 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$1.02 per
share.
Compensation of Directors
During the financial year ended 30 June 2007, the following non-executive
directors of the Company have received a cash payment, in the following amounts,
in connection with the services they have provided to the Company:
+----------------------------------+-------------------------------+
| Name of Director | Amount of Compensation (A$) |
+----------------------------------+-------------------------------+
| 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 or
affiliates of the foregoing persons are indebted to the Company or have been the
subject of a guarantee, support agreement, letter of credit or other similar
arrangement or understanding provided by the Company.
Directors' and Officers' Liability Insurance
The Company maintains liability insurance for its directors and officers acting
in their respective capacities in an aggregate amount of A$10,000,000, subject
to a A$100,000 deductible for liability incurred in the United States of
America, and a A$50,000 deductible for the rest of the world. The premium paid
by 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 the
Company or any shareholder holding, on record or beneficially, directly or
indirectly, more than 10% of the issued Ordinary Shares, or any of their
respective associates or affiliates, had any material interest, directly or
indirectly, in any material transaction with the Company within the three years
preceding the date of this Circular or in any proposed transaction which has
materially affected or would materially affect the Company.
STATEMENT OF CORPORATE GOVERNANCE PRACTICES
The Board of Directors are responsible for the corporate governance of the
Company and its subsidiaries. The Board of Directors guides and monitors the
business and affairs of the Company on behalf of the shareholders by whom they
are elected and to whom they are accountable.
To ensure the Board of Directors is well equipped to discharge its
responsibilities, it has established guidelines for the nomination and selection
of directors and for the operation of the Board of Directors.
Unless disclosed below, the best practice recommendations of both the ASX
Corporate Governance Council and the AlM Market of the London Stock Exchange
('AIM') Listing Rules, including the Combined Code On Corporate Governance have
been applied for the entire financial year ended 30 June 2007. The best practice
recommendations of the TSX and those prescribed under National Policy 58-201 -
Corporate Governance Guidelines ('NP 58-201') have been applied since listing on
05 April 2007. Where there has been any variation from the recommendations it is
because the Board of Directors believes that the Company is not as yet of a
size, nor are its financial affairs of such complexity to justify some of those
recommendations and as such those practices continue to be the subject of the
scrutiny of the full Board of Directors.
The Company is in the process of reviewing the updated ASX Corporate Governance
Principles and Recommendations.
Board of Director Composition
The Board of Directors comprises six directors, of whom the Chairman and the
Managing Director/Chief Executive Officer are the only executive directors. Both
the ASX Listing Rules, the Combined Code on Corporate Governance and NP 58-201
favour that the Chairman be an independent director, however as Mr Sami El-Raghy
has been primarily based in Egypt during this stage of the Company's
development, where his knowledge of the Company's projects, the Egyptian
language, culture and government contacts are invaluable, the Board of Directors
believe that it is in the best interests of the Company that his role and status
be both as an executive officer of the Company ('Executive') and as Chairman.
The skills, experience and expertise relevant to the position of each director
who is in office at the date of the Annual Report, their attendances at meetings
and their term of office are detailed in the Directors' Report. The majority of
the Board of Directors are independent directors, the names of the directors of
the 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 has
determined 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 in
the furtherance of their duties as directors, at the Company's expense. Written
approval must be obtained from the Managing Director prior to incurring expenses
on behalf of the Company.
S El-Raghy, J El-Raghy, C Cowden and G B Speechly are also directors of the
wholly-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 the
subsidiary company, Centamin Limited.
The Board of Directors and Board of Director Nominations
The Company does not presently operate a nomination committee. However, as the
Company approaches the development of the Sukari project, and as it shifts its
corporate profile increasingly towards the capital markets of Europe, the Board
of Directors is establishing guidelines for the future nomination and selection
of potential new directors. In the interim, the full Board of Directors (subject
to shareholders voting rights in a general meeting) is responsible for selection
of new members and has regard to a candidate's experience and competence in
areas such as mining, exploration, geology, finance and administration that can
assist 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 which
non-independent directors and members of management are not in attendance.
Although the Company has not implemented formal structures or procedures for the
independent functioning of the Board of Directors, the Board of Directors
believes that it operates independently of management. Individual directors may
engage outside advisors at the expense of the Company upon approval by the Board
of Directors in appropriate circumstances.
Position Descriptions
The Board of Directors has not developed written position descriptions for the
Chairman of the Board of Directors, the Chair of each committee of the Board of
Directors or the Chief Executive Officer.
Orientation and Continuing Education
The Company does not provide a formal orientation or education program for new
directors; however, new Board of Director members receive an orientation package
which includes reports on operations and results and public disclosure filings
by the Company. Meetings of the Board of Directors' are combined with
presentations by the Company's management and employees to give the directors
additional insight into the Company's business. In addition, management of the
Company makes itself available for discussion with all members of the Board of
Directors.
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 acting
on material information until it has been released to the market in accordance
with the ASX requirements of continuous disclosure. Furthermore, the ability of
directors and certain employees of AIM listed companies to deal in a company's
securities is restricted in a number of ways, including by statute, common law
and by Rule 21 of the AIM Rules. This rule imposes restrictions beyond those
imposed by law in that the directors and certain employees and persons connected
with them do not abuse and do not place themselves under suspicion of abusing
price-sensitive information that they have or are thought to have, especially in
periods leading up to announcement of results (blackout periods).
Remuneration Committee and Policies
The Remuneration Committee comprises Mr Colin Cowden (Chairman) and Mr Brian
Speechly, both independent directors.
All compensation arrangements for directors and senior Executives are determined
by the Remuneration Committee and approved by the Board of Directors, after
taking into account the current competitive rates prevailing in the market.
The amount of remuneration for all directors including the full remuneration
packages, comprising all monetary and non-monetary components of the executive
directors and Executives, are detailed in the Directors' Report.
All Executives receive base salary, superannuation, fringe benefits and in some
cases, performance incentives. Executives and staff, if invited by the Board of
Directors, may participate in the Employee Option Plan. These packages are
reviewed on an ongoing basis and in some cases are reviewed against
predetermined performance criteria.
All remuneration paid to Executives is valued at the cost to the Company and is
measured in accordance with the applicable accounting standards. Ordinary shares
issued to Executives are valued as the difference between the market price of
those Ordinary Shares and the amount paid by the Executive. Options are valued
using the Black-Scholes methodology.
The Board of Directors expects that the remuneration structure that is
implemented will result in the Company being able to attract and retain the best
Executives to manage the economic entity. It will also provide the Executives
with the necessary incentives to work to grow long-term shareholder value.
The Board of Directors can exercise its discretion in relation to approving
incentives, bonuses and options and can recommend changes to the Remuneration
Committee's recommendations.
There are no schemes for retirement benefits other than statutory superannuation
for independent directors.
External Auditors
The auditors of the Company, Deloitte Touche Tohmatsu ('Deloitte'), have open
access to the Board of Directors at all times. Deloitte have audited the Company
and its subsidiaries for a number of years and have adopted a policy of rotating
audit partners every five years. The last rotation of the audit partner occurred
during the financial year ended 30 June 2003.
Deloitte attend the Company's annual general meeting, which is consistent with
their current business practice, and is in accordance with s250RA of the
Corporations Act 2001.
Disclosure regarding the external auditor fees charged by Deloitte for the
financial years ended 30 June 2007 and 30 June 2006 respectively, can be found
in the Company's annual information form for its financial year ended 30 June
2007 (the 'Annual Information Form') under the heading 'Fees paid to External
Auditors', 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 directors
of the Company.
The Company has a duly constituted Audit Committee which comprises the two
Australia-based independent directors and one UK resident director whose names,
qualifications and attendances are included in the Directors' Report. The
responsibilities of the Audit Committee are laid out in its charter, and amongst
other things, includes the responsibility to ensure that an effective internal
control framework exists within the entity, and to produce quarterly, half
yearly and annual financial statements. This includes the safeguarding of
assets, the maintenance of proper accounting records and the reliability of
financial information, as well as non-financial considerations.
Disclosure regarding (a) the relevant education and experience of the members of
the Audit Committee; and (b) the Audit Committee's pre-approval policies and
procedures may be found in the Annual Information Form under the heading 'Audit
Committee' which section is hereby incorporated by reference herein. In
addition, a copy of the Audit Committee's charter can be found at Schedule A to
the Annual Information Form.
Mandate of the Board of Directors
The Board of Directors supervises the management of the business and affairs of
the Company. The Board of Directors assumes responsibility for the stewardship
of 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 transactions
out of the ordinary course of the Company's business or which may be material to
the Company are considered and approved by the Board of Directors. The Board of
Directors generally has at least six (6) regularly scheduled meetings in each
financial year. Additional meetings may be held depending upon opportunities or
issues to be dealt with by the Company from time to time. During the financial
year ended 30 June 2007, the Board of Directors held ten (10) meetings, and
considered and passed twenty four (24) Circular resolutions pursuant to clause
15.10 of the Company's Constitution.
Managing Risks
The Board of Directors meets regularly to evaluate, control, review and
implement 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 significant
business 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 governance
and requires its members and the management and staff of the Company to act with
integrity 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 to
Shareholders:
In order to ensure that the Board of Directors continues to discharge its
responsibilities in an appropriate manner, the performance of all directors is
constantly reviewed by the Chairman. The Company does not presently have an
evaluation of the Board of Directors and each member of the Board of Directors
performed by an independent consultant. However, it may do so once the Company
commences development of the Sukari project.
The Board of Directors aims to ensure that the shareholders, on behalf of whom
they act, are informed of all information necessary to assess the performance of
the 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 of
Directors that the group's financial position presents a true and fair view and
that the financial statements are founded on a sound system of risk management,
internal compliance and control. Further, it is confirmed that the group's risk
management and internal compliance is operating efficiently and effectively.
ADDITIONAL INFORMATION
Copies of the Company's most recent Annual Information Form (together with the
documents incorporated therein by reference), audited financial statements for
the fiscal year ended 30 June 2007, together with a report of the auditors
thereon, and this Circular is available on SEDAR at www.sedar.com and will be
available upon request from the Company.
* * * * * *
DIRECTORS' APPROVAL
The contents and the sending of this Circular have been approved by the Board of
Directors 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 any
questions concerning Centamin Egypt Limited that you would like us to respond to
at the Annual General Meeting and return it to either:
Australia United Kingdom Canada
The Company Secretary The Company Secretary The Company Secretary
Centamin Egypt Limited Centamin Egypt Limited Centamin Egypt Limited
c/- Computershare or c/- Computershare or C/- Computershare
Level 2, 45 St Georges PO Box 1075, The 100 University Ave,
Terrace Pavilions 8th Floor
Perth, Western Bridgwater Road, Bristol Toronto ON M5J 2Y1
Australia, 6000 BS99 3EA Canada
Facsimile: + 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, located
at 57 Kishorn Road, Mount Pleasant, Western Australia 6153, Australia, or
facsimile + 61 8 9316 2650.
We will endeavour to respond to as many of the more frequently asked questions
as 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 Egypt
Limited 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, the
Chairman 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, 23
November 2007, in the Bishopsgate & Chancery Rooms at The Great Eastern Hotel,
Liverpool Street, London, United Kingdom at 11.30 am (UK time) and at any
adjournment thereof in the manner indicated below, or in the absence of
indication, 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 be
implemented.
Shareholder 1 (Individual) Joint Shareholder 2 (Individual) Joint Shareholder 3(Individual)
________________________ ______________________________ _____________________________
|________________________| |______________________________| |_____________________________|
Sole Director and Director/Company Secretary Director
Sole 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 Canada
The Company Secretary The Company Secretary The Company Secretary
Centamin Egypt Limited Centamin Egypt Limited Centamin Egypt Limited
c/- Computershare or c/- Computershare or C/- Computershare
Level 2, 45 St Georges PO Box 1075, The 100 University Ave,
Terrace Pavilions 8th Floor
Perth, Western Bridgwater Road, Bristol Toronto ON M5J 2Y1
Australia, 6000 BS99 3EA Canada
Facsimile: + 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 the
Company's registered office, located at 57 Kishorn Road, Mount Pleasant, Western
Australia 6153, Australia, or facsimile + 61 8 9316 2650.
This information is provided by RNS
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