Notice of AGM

Centamin Egypt Limited
04 October 2005



                             CENTAMIN EGYPT LIMITED
                                ACN 007 700 352
                                        
                                        
                        Notice of Annual General Meeting
                                        
NOTICE is hereby given that the Annual General 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 Monday, the 21st of November 2005 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 and auditors in respect of the year ended the 30th of June 2005.

2. Election of Directors

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

2.1 Election of Mr H S Bottomley
That, Mr H S Bottomley, having been appointed by the Board since the last annual
general meeting, retires in accordance with the Constitution of the Company, and
being eligible, offers himself for re-election, be re-elected as a director.

2.2 Election of Mr C Cowden
That, Mr C 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.

2.3 Election of Mr S El-Raghy
That, Mr S 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
3. Allotment of Options to Directors

The proposed allotment of options to Non-Executive Directors is to provide them
with an incentive to continue to foster the development of the Company's
business.

3.1 Allotment of Options to Mr H S Bottomley, Non-Executive Director
That, the shareholders of the Company approve the issue of 500,000 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, to
Mr H S Bottomley.


Voting Exclusion Statement

The Company will disregard any votes cast on Resolution No. 3.1 by Mr H S
Bottomley or any director of the Company and any associate of Mr H S Bottomley
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 of 500,000 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, to
Mr C Cowden.

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 Dr T Elder, Non-Executive Director
That, the shareholders of the Company approve the issue of 500,000 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, to
Dr T Elder.


Voting Exclusion Statement

The Company will disregard any votes cast on Resolution No. 3.3 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.

NOTES

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 6.30 pm (Australian WST) on Saturday, the 19th of
November 2005 (UK, 11.30 am, Saturday, the 19th of November 2005). 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 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 6.30 pm (Australian WST), Saturday, the 19th of
November 2005 (UK, no later than 11.30 am, Saturday, the 19th of November 2005).
Please direct proxy forms and any relevant power of attorney to:

Australian Register                   United Kingdom Register
The Company Secretary                 The Company Secretary
Centamin Egypt Limited                Centamin Egypt Limited
c/o Advanced Share Registry Services  c/o Computershare Investor Services Plc
110 Stirling Highway                  PO Box 1075, The Pavilions
Nedlands, Western Australia 6909      Bridgwater Road, Bristol BS99 3EA
Facsimile: + 61 8 9389 7871           Facsimile: + 44 870 703 6109

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, 4th of October 2005

EXPLANATORY NOTES TO SHAREHOLDERS

1. Financial Statements and Reports

Unless otherwise instructed, the Annual Report for the year ended the 30th of
June 2005 has been provided to you with the material accompanying this Notice of
Annual General Meeting. Shareholders will be given the opportunity to ask
questions of the Board of Directors and the Auditor (via telephone conference)
in relation to the Annual Report at the Annual General Meeting.

2. Election of Directors

A brief summary for each of the directors who offer themselves for re-election
is set out below.

2.1 Mr H Stuart Bottomley
Non Executive Director since the 26th of September 2005, age 60

Mr Bottomley worked as a portfolio manager for over twenty years, firstly with
the 'Target Group' of unit trusts and subsequently with Fidelity International.
For the last twelve years, he has acted as a consultant to a number of private
and public companies with a growing emphasis on the mining industry. Mr
Bottomley is also a non executive director of ISIS Resources Plc and African
Consolidated Resources Plc (unlisted).

2.2 Mr Colin Cowden, FAII, ASA, ACIS, ACIM, FNIBA, CD
Non Executive Director since the 8th of March 1982, age 61

Mr 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 is also a director of OAMPS Limited.

2.3 Mr Sami El-Raghy, B.Sc. (Hons), FAusIMM, FSEG
Chairman - Director since the 29th of April 1993, age 64

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 brings to the board
over 38 years experience in the industry, both in Australia and overseas.

3. Allotment of Options to Directors
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 on the 29th of 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. The 'Market Price' of Shares means
the weighted average closing price of Shares sold on the 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 the 29th of November 2002,
750,000 Options have been issued to directors and their associates.

Number of Directors and their Associates Entitled to Participate in the Scheme
There are six (6) directors of the company. Their names are Messrs J El-Raghy, S
El-Raghy, C Cowden, B Speechly, T Elder and H S Bottomley.

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 21st of February 2006.

Maximum number of Securities to be Issued
If each of resolutions 3.1, 3.2 and 3.3 be approved by shareholders then a
maximum of up to 1,500,000 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 trading 
         days before the ex rights 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 under 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.


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