Notice of General Meeting

RNS Number : 6019Y

Centamin Egypt Limited

24 December 2010

 



NOTICE OF GENERAL MEETING
TO BE HELD ON

TUESDAY, 15 FEBRUARY 2011
AT THE SOUTH OF PERTH YACHT CLUB, COFFEE POINT, APPLECROSS, WESTERN AUSTRALIA

AND

MANAGEMENT INFORMATION CIRCULAR

AND

FORM OF PROXY

NOTICE OF GENERAL MEETING

NOTICE is hereby given that a general meeting (the "Meeting") of shareholders of Centamin Egypt Limited (the "Company") will be held at the South of Perth Yacht Club, Coffee Point, Applecross, Western Australia on Tuesday, 15 February 2011 commencing at 11.00 am (Australian WST).

AGENDA

SPECIAL BUSINESS

1.         Adoption of the Executive Director Loan Funded Share Plan 2011

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

That the Executive Director Loan Funded Share Plan 2011, the main features of which are summarised at paragraph 1 of the Management Information Circular and as set out in the Executive Director Loan Funded Share Plan 2011 Rules, is hereby approved and adopted and that the Directors be and are hereby authorised to issue and allot securities pursuant to the Executive Director Loan Funded Share Plan 2011 in accordance with clause 90.10 of the Company's constitution. 

2.         Adoption of the Employee Loan Funded Share Plan 2011

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

That the Employee Loan Funded Share Plan 2011, the main features of which are summarised at paragraph 2 of the Management Information Circular and as set out in the Employee Loan Funded Share Plan 2011 Rules, is hereby approved and adopted and that the Directors be and are hereby authorised to issue and allot securities pursuant to the Employee Loan Funded Share Plan 2011 in accordance with clause 90.10 of the Company's constitution. 

3.         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 11.00 am (Australian WST) on Sunday, 13 February 2011 (UK: 3.00 am London Time on Sunday, 13 February 2011, Canada: 10.00 pm Toronto EST on Saturday, 12 February 2011. 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 11.00 am (Australian WST), Sunday, 13 February 2011 (UK : 3.00 am London Time on Sunday, 13 February 2011, Canada : 10.00 pm Toronto EST on Saturday, 12 February 2011). Please direct proxy forms and any relevant power of attorney to any one of the following:

Australia The Company Secretary Centamin Egypt Limited c/- Computershare Level 2, 45 St Georges Terrace Perth, Western Australia, 6000 Facsimile: + 61 8 9323 2033

or

United Kingdom The Company Secretary Centamin Egypt Limited c/- Computershare PO Box 1075, The Pavilions Bridgwater Road, Bristol BS99 3EA Facsimile: + 44 870 703 6109

or

Canada The Company Secretary Centamin Egypt Limited c/- Computershare 100 University Ave, 8th Floor Toronto ON M5J 2Y1 Canada 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

Heidi Brown

Company Secretary

Perth, 24 December 2010

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 General Meeting of Shareholders to be held at the South of Perth Yacht Club, Coffee Point, Applecross, Western Australia, on Tuesday, 15 February 2011 commencing at 11.00 am (Australian WST)

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 general meeting of the holders of ordinary shares (the "Ordinary Shares") to be held on Tuesday, 15 February 2011 (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 at a nominal cost.

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 The Company Secretary Centamin Egypt Limited c/- Computershare Level 2, 45 St Georges Terrace Perth, Western Australia, 6000 Facsimile: + 61 8 9323 2033

or

United Kingdom The Company Secretary Centamin Egypt Limited c/- Computershare PO Box 1075, The Pavilions Bridgwater Road, Bristol BS99 3EA Facsimile: + 44 870 703 6109

or

Canada The Company Secretary Centamin Egypt Limited C/- Computershare 100 University Ave, 8th Floor Toronto ON M5J 2Y1 Canada 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 11.00 am (Australian WST), Sunday, 13 February 2011 (UK: 3.00 am London Time on Sunday, 13 February 2011, Canada: 10.00 pm Toronto EST on Saturday, 12 February 2011), 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 Chairman 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 ofproxy 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 are 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 orany 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 24 December 2010, the Company had 1,081,946,250 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") fixed Monday, 10 January 2011 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 the date of this report, 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.

MATTERS TO BE ACTED UPON AT MEETING

1.             Adoption of the Executive Director Loan Funded Share Plan 2011

The Directors propose to adopt an Executive Director Loan Funded Share Plan, the Executive Director Loan Funded Share Plan 2011 ("the Plan") which will enable the Board to issue fully paid ordinary shares (Shares) to Executive Directors of the Company ("Eligible Executives"). Shareholders will be asked at this Meeting to consider and if thought fit approve the Plan under this Resolution. Please note that any Shares offered to Eligible Persons under the Plan will not count towards the pre-emption rights limit approved by shareholders at the Company's AGM held on Tuesday, 09 November 2010.

A full copy of the Plan will be made available free of charge to any shareholder of the Company who so requests it. Full copies of the Plan are also available for inspection at the Company's registered office at 57 Kishorn Road, Mount Pleasant, Western Australia, 6153 and at the offices of Charles Russell LLP at 5 Fleet Place, London EC4M 7RD from the date of this notice until the close of the Meeting, and will be available for inspection at Meeting venue from 15 minutes prior to and for the duration of the Meeting.

The purpose of the Plan is to retain and motivate Executive Directors of the Company and to advance the interests of the Company by providing such persons with the opportunity to acquire an equity interest in the Company, and to align their interests with those of shareholders. As part of the development of this Plan, the Company engaged the services of Meis Executive Compensation Data to provide a report on the long term incentive practice and other aspects of the Company's executive remuneration. The report conclusion stated "Base pay is set at a conservative level, as is the maximum bonus amount. As a result the total cash, even assuming a maximum payout, remains conservative."

Being that the base pay element of the Executive Director remuneration package is conservative, the Company believes that this Plan will provide a remuneration package that is more weighted to long-term performance. It is for this reason that the Company is seeking approval of the aggregate value of Participant's Shares which may be allocated pursuant to the Plan may not, in any twelve month period, exceed 400% of the value of the Eligible Executive's basic annual salary at the date of issue.

In its simplest form, the Plan is an arrangement whereby the Company provides a limited recourse and interest free loan to the Executive Director for the purpose of acquiring shares in the employer. The aim of the Plan is to reward the Executive Director for contributing to the capital growth of the Company. The Plan provides option style rewards (i.e. the share price must grow in excess of the loan principal to provide value to the Executive Director) and the shares are beneficially owned from the date of issue providing a genuine ownership interest and alignment with shareholders as they participate in dividends and voting. The purchase price of the shares will be 100% funded by a book entry loan provided by the employer, and will not vest until performance hurdles and time based hurdles are met. In the event the performance conditions are not met or the shares do not vest for any other reason, the shares will be reacquired by the employer and their value offset against the loan balance. Subject to performance and time based hurdles being met, the loan will be repayable in full on the earlier of the termination date of the loan or the date on which the shares are disposed of.

The following key points summarise essential elements of the proposed Executive Director Loan Funded Share Plan 2011.  Shareholders should refer to the copy of the Plan for full details.

v The maximum number of shares issuable under the Plan at any date, when added to all Shares issued under the Plan and under any other Employee Share Scheme or Employee Option Scheme of the Company or any Subsidiary of the Company in the 10 years preceding the date of calculation (calculated as provided in Section 3.1(b) of the Plan) shall not exceed 5% of the total number of Shares on issue by the Company at that date. At the date of this Notice, the Company had 1,081,946,250 Shares outstanding; 5% of the current outstanding Shares is 54,097,312 Shares.)

v The aggregate value of Participant's Shares which may be allocated to an Eligible Executive pursuant to the Plan may not in any twelve month period exceed 400% of the value of the Eligible Executive's basic annual salary at the date of issue.

v The number of Shares issued to Insiders, within any one year period, and issuable to Insiders, at any time, under the Plan, or when combined with all of the Company's other security based compensation arrangements, may not exceed 5% of the Company's total issued and outstanding Shares, respectively.

v The Nomination and Remuneration Committee ("NRC"), a sub-committee of the Board, may designate an Executive of the Company or a Subsidiary an "Eligible Executive" under the Plan.

v The NRC may then decide to allocate a number of Shares for the benefit of the Eligible Executive and may make a Grant Notification to the Eligible Executive, which will comprise an offer to grant the specified number of Shares to the Eligible Executive setting out all the conditions of allocation of the Shares. The Eligible Executive must accept the offer within 14 days of the date of the offer or the offer will lapse.

v If the Eligible Executive accepts the offer, he becomes a Participant in the Plan. Full market price must be paid for the Shares at date of issue. The price must be paid through the provision of a Loan to the Participant by the Company.

v The market price is calculated as at the date of issue of the Participant's Share to the Trustee, and is equal to (i)  the volume weighted average closing price of Shares sold on a stock exchange (if the Shares are quoted for trading on more than one exchange, the exchange determined by the Board) for the five trading days most recently preceding the day as at which the market value is calculated; or (ii) if market value is required to be determined in another manner or another amount for the purposes of Division 83A of the Income Tax Assessment Act 1997 (Cth) then the value so determined.

v The Loan is interest free for 36 months from allocation of the Shares to the Participant (being the "Loan Term"). The Company's recourse for repayment of the Loan is the Participant's Shares (that is, by sale) and the Participant is not otherwise liable to repay the Loan

v The Loan must be repaid within 28 days of the expiration of the Loan Term.

v Upon acceptance of the offer made by the NRC the Participant's Shares must beissued to and held by a Trustee until the Shares have vested.

v The Participant's shares rank equally with all other issued shares, and the Participant will be entitled to all rights, dividends, distributions and entitlements in relation to the Shares. The Participant may direct the Trustee to exercise votes on their behalf.

v Once the offer has been accepted by a Participant and the shares issued to the Trustee, the Participant is entitled to receive dividends on the shares. However, the post-tax dividend must be used to satisfy any outstanding Loan amount, up to the amount of the post-tax dividend itself.

v A Participant's Shares will vest providing Vesting Conditions are satisfied as follows:

o  Vesting of Participant's Shares

Participant's Shares shall be Vested Shares when the following have occurred:

-       the Vesting Date has passed in respect of the Participant's Shares; and

-       all other Vesting Conditions attaching to those Participant's Shares are satisfied,  waived or taken to have been satisfied under the provisions of the Plan.

o  Vesting Condition: TSR Against Comparator Companies

It is a Vesting Condition of the Participant's Shares that the TSR of the Company is ranked median or above when compared against the TSR of members of a group of comparative companies, as identified in Schedule 1 to these Rules (collectively being the "Comparator Group") over a 3 year relative period, in relation to the Vesting Date identified in clause 9.2, or where Vesting occurs as a result of clause 9.9. The percentage of the Participant's Shares which shall become Vested Shares in accordance with this clause 9.4 shall be determined as follows:

TSR Ranking of the Company	Vesting Percentage
Upper Quartile Ranking	50%
Between Median and upper quartile ranking	Straight line vesting between 12.5% and 50% based on ranking and interpolation between ranking, in accordance with the formula below.
Median ranking	12.5%
Below median ranking	0%

Where the Company's TSR ranking falls between the median and upper quartile, the appropriate vesting percentage shall be determined by the following formula:

VP = ((3xPP) -125)/2

Where;

                        VP = the relevant vesting percentage, and

PP = the performance position of the company, as calculated by comparing the TSR of the Company against those of the Comparator Group companies.

o  Vesting Condition: TSR Against FTSE 250

It is a Vesting Condition of the Participant's Shares that the TSR of the Company is ranked median or above when compared against the TSR of the FTSE 250 over a 3 year relative period, in relation to the Vesting Date as identified in clause 9.2, or where Vesting occurs as a result of clause 9.9. The percentage of the Participant's Shares which shall become Vested Shares in accordance with this Clause 9.4 shall be determined as follows:

TSR Ranking of the Company	Vesting Percentage
Upper Quartile Ranking	50%
Between Median and upper quartile ranking	Straight line vesting between 12.5% and 50% based on ranking and interpolation between ranking, in accordance with the formula below.
Median ranking	12.5%
Below median ranking	0%

Where the Company's TSR ranking falls between the median and upper quartile, the appropriate vesting percentage shall be determined by the following formula:

VP = ((3xPP) -125)/2

        Where;

                        VP = the relevant vesting percentage, and

PP = the performance position of the company, as calculated by comparing the TSR of the Company against those of the FTSE 250.

o  Subject to all other vesting conditions being satisfied, the Participant's Shares will become Vested Shares 36 months after allocation, provided the Participant remains an Eligible Executive up to that date.

o  The NRC may make such adjustments to the calculation of TSR to take account of changes in the companies that constitute the Comparator Group, the payment of special dividends and capital adjustments, the removal of companies from the Comparator Group or inclusion of replacement companies or such other adjustments as may be necessary from time to time so that the TSR calculation shall remain within the spirit as intended at the adoption of these rules.

v On a change of control, the Plan allows for the following:

o  The full amount of Loan outstanding will become due for repayment;

o  The Trustee may dispose of the Participant's shares; and

o  The vesting date for shares may be brought forward by the Company.

v Shares will be forfeited:

o  if the employment of the Participant is terminated for any reason other than for injury, illness or disability, or retirement  or acceptance of redundancy offered by the employer, then Shares which are not Vested Shares at the date of termination will be forfeited (note, death is treated as a resignation);

o  Shares which have not vested at the end of 3 years after allocation will be forfeited. 

v Where the employment of the Participant is terminated due to:

o  Injury, illness or disability;

o  Retirement; or

o  Acceptance of redundancy;

Then a portion of the Subject Shares shall become Vested Shares on the Vesting Date being that portion of the Subject Shares calculated as follows:

P = D1   x    S
       D2

where:

P is the portion of Subject Shares that shall become Vested Shares on the Vesting Date;

D1 is the number of days which have elapsed between the Acceptance Date and the Cessation Date in relation to the Subject Shares;

D2 is the total number of days from the date between the Acceptance Date and the Vesting Date; and

S is the total number of Subject Shares.

v When a Participant's Shares have vested, the Participant is free to have the Shares sold by the Trustee at any time thereafter, subject to the Shares being sold in minimum parcels of 10,000. On sale, the outstanding Loan for those Shares must be repaid and the Trustee will deduct the outstanding Loan amount, and any Transaction Costs payable by the Participant (such as brokers' fees) from the sale proceeds.

v The Participant may also elect not to have the Trustee sell the Vested Shares, including the right for the Participant to direct the Trustee to transfer Vested Shares to them directly. However, the Loan for the Shares must be repaid within 28 days of the end of 3 years after the Shares were allocated and any Participant's Shares held by the Trustee at the end of that period will be sold, and the proceeds applied as follows:

o  to pay the Transaction Costs of the sale;

o  if the Shares sold are Loan Shares, in reduction of the Principal Sum outstanding under the Loan in respect of those Loan Shares;

o  the remainder to the Participant.  

v If the Shares have otherwise vested, then the Trustee will either transfer the Shares into the name of the Participant or as the Participant directs (for example, to the Participant's family trust).

v Subject to Clause 18 of the Plan (the content of which is contained in this circular in relation to the ability to amend the Plan), the NRC may waive a Vesting Condition in its absolute discretion.

v Participant's Shares which have not Vested on or before the Vesting Date will be forfeited.

v If a Participant forfeits the Participant's Shares and the Shares are Loan Shares then the Principal Sum outstanding under the Loan shall be taken to have been waived by the Company in full on the date of forfeiture.  

v The Plan shall continue until terminated by the Board.

For the purposes of this Paragraph 1:

"Loan" means a Loan made to a Participant under the Plan.

"Subject Shares" means those Shares of a Participant who has ceased employment in the circumstances of clause 13.1 of the Plan in respect of which:

(1)   all other conditions of Vesting have been satisfied as at the date of cessation of employment ("Cessation Date"); and

(2)   but for the cessation of employment would have become Vested Shares on the Vesting Date.

"Transaction Costs" means brokerage, transfer fees etc as the case may be.

"Trustee" means the Company or other person appointed as trustee under the deed of trust executed by the trustee which establishes the trust of Participant's Shares for a Participant.

"Vested Shares" means Participant's Shares which have vested in accordance with the Plan Rules.

No shares have been issued under the Plan or will be issued before the approval of the Plan by shareholders under this Resolution. The benefits under the Plan are not pensionable.

Subject to applicable law (and obtaining consent of the Participant for a change that materially increases the liability of the Participant or decreases the value of the Participant's rights under a grant), the Board may in its discretion amend the terms and conditions of the Plan or a grant under the Plan, provided that shareholder approval will be required for:

v an amendment for which, under the requirements of an exchange on which the Shares are listed or applicable law, shareholder approval is required;

v reduction of the purchase price, or cancellation and reissuance of offers or other entitlements, of non-Insider offers granted under the Plan;

v extension of the term of offers beyond the original expiry date of non-Insider offers;

v allowance of Grant Notifications or other rights granted under the Plan to be transferable or assignable by the Grantee or Participant other than for estate settlement purposes;

v any other material amendment to the Plan except where the amendment is made for the purpose of benefiting the administration of the Plan or is made to take account of a change in applicable legislation or regulatory requirement.

The provisions relating to:

v the persons to whom, or for whom, securities, cash or other benefits are provided under the Plan i.e. the Participants;

v limitations on the number or amount of the securities, cash or other benefits subject to the scheme;

v the maximum entitlement for any one Participant; and

v the basis for determining a Participant's entitlement to, and the terms of, securities, cash or other benefit to be provided and for the adjustment thereof (if any) if there is a capitalisation issue, rights issue or open offer, sub-division or consolidation of shares or reduction of capital or any other variation of capital;

cannot be altered to the advantage of Participants without the prior approval of shareholders in general meeting (except for minor amendments to benefit the administration of the scheme, to take account of a change in legislation or to obtain or maintain favourable tax, exchange control or regulatory treatment for participants in the scheme or for the company operating the scheme or for members of its group).

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 ordinary resolution approving the Executive Director Loan Funded Share Plan 2011, unless the shareholder who has given the proxy has directed that the Ordinary Shares represented thereby be voted against such resolution.  In order to be effective, this resolution must be approved by a simple majority of the votes cast by the shareholders at the Meeting in person or by proxy.

2.             Adoption of the Employee Loan Funded Share Plan 2011

The Directors propose to adopt an Employee Loan Funded Share Plan, the Employee Loan Funded Share Plan 2011 ("the Plan") which will enable the Board to issue fully paid ordinary shares (Shares) to employees of the Company or its subsidiaries ("Eligible Employees"). Shareholders will be asked at this Meeting to consider and if thought fit approve the Plan under this Resolution. Please note that any Shares offered to Eligible Employees under the Plan will not count towards the pre-emption rights limit approved by shareholders at the Company's AGM held on Tuesday, 09 November 2010.

A full copy of the Plan will be made available free of charge to any shareholder of the Company who so requests it. Full copies of the Plan are also available for inspection at the Company's registered office at 57 Kishorn Road, Mount Pleasant, Western Australia, 6153 and at the offices of Charles Russell LLP at 5 Fleet Place, London EC4M 7RD from the date of this notice until the close of the Meeting, and will be available for inspection at the Meeting venue from 15 minutes prior to and for the duration of the Meeting.

The purpose of the Plan is to attract, retain and motivate employees of the Company and to advance the interests of the Company by providing such persons with the opportunity to acquire an equity interest in the Company, and to align their interests with those of shareholders.

In its simplest form, the Plan is an arrangement whereby the Company provides a limited recourse and interest free loan to the Eligible Employee for the purpose of acquiring shares in the employer. The aim of the Plan is to reward the Eligible Employee for contributing to the capital growth of the Company. The Plan provides option style rewards (i.e. the share price must grow in excess of the loan principal to provide value to the Eligible Employee) and the shares are beneficially owned from the date of issue providing a genuine ownership interest and alignment with shareholders as they participate in dividends and voting. The purchase price of the shares will be 100% funded by a book entry loan provided by the employer, and will not vest until performance hurdles and time based hurdles are met. In the event the performance conditions are not met or the shares do not vest for any other reason, the shares will be reacquired by the employer and their value offset against the loan balance. Subject to performance and time based hurdles being met, the loan will be repayable in full on the earlier of the termination date of the loan or the date on which the shares are disposed of.

Vesting periods of 1/3 each year for 3 years were chosen for this Plan as the Company is essentially trying to attract and retain high quality employees into remote and challenging environments.  The vesting periods chosen reflect the fact that most of the Eligible Employees who will be invited to participate in this Plan in the short to medium term are expatriates working in Egypt on fixed term one to three year contracts. As each employee's role and responsibilities within the Company are different, the Plan was designed be flexible enough to allow the NRC to develop the performance based hurdles for each employee based on their specific role (ie the weighting of each performance condition will be different for each employee). The inclusion of a set of specific performance conditions within the Plan rules would significantly increase the rigidity of the Plan, and decrease the scope to tailor incentivisation for particular executives and their roles in the Company. Therefore, the rules have been necessarily drafted with a wider remit, and the more specific performance targets will be drafted into the offer documentation for each proposed Eligible Employee before the shares are granted under the Plan.

The following key points summarise essential elements of the proposed Employee Loan Funded Share Plan.  Shareholders should refer to the copy of the Plan for full details.

v The maximum number of shares issuable under the Plan at any date, when added to all Shares issued under the Plan and under any other Employee Share Scheme or Employee Option Scheme of the Company or any Subsidiary of the Company in the 10 years preceding the date of calculation (calculated as provided in Section 3.1(b) of the Plan) shall not exceed 5% of the total number of Shares on issue by the Company at that date. The Company currently has 1,081,946,250 Shares outstanding; 5% of the currently outstanding Shares is 54,097,312 Shares.)

v The aggregate value of Participant's Shares which may be allocated to an Eligible Executive pursuant to the Plan may not in any twelve month period exceed 400% of the value of the Eligible Executive's basic annual salary at the date of issue. 

v the number of Shares issued to Insiders, within any one year period, and issuable to Insiders, at any time, under the Plan, or when combined with all of the Company's other security based compensation arrangements, may not exceed 5% of the Company's total issued and outstanding Shares, respectively.

v The Nomination and Remuneration Committee ("NRC"), a sub-committee of the Board, may designate an Employee of the Company or a Subsidiary an "Eligible Employee" under the Plan.

v The NRC may then decide to allocate a number of Shares for the benefit of the Employee and may make a Grant Notification to the Eligible Employee, which will comprise an offer to grant the specified number of Shares to the Employee setting out all the conditions of allocation of the Shares. The Employee must accept the offer within 14 days of the date of the offer or the offer will lapse.

v If the Eligible Employee accepts the offer, he becomes a Participant in the Plan. Full market price must be paid for the Shares at the date of issue. The price must be paid through the provision of a Loan to the Participant by the Company.

v The market price is calculated as at the date of issue of the Participant's Share to the Trustee, and is equal to (i)  the volume weighted average closing price of Shares sold on a stock exchange (if the Shares are quoted for trading on more than one exchange, the exchange determined by the Board) for the five trading days most recently preceding the day as at which the market value is calculated; or (ii) if market value is required to be determined in another manner or another amount for the purposes of Division 83A of the Income Tax Assessment Act 1997 (Cth) then the value so determined.

v The Loan is interest free for 36 months from allocation of the Shares to the Participant. The Company's recourse for repayment of the Loan is the Participant's Shares (that is, by sale) and the Participant is not otherwise liable to repay the Loan.

v The Loan must be repaid within 28 days of the expiration of the Loan Term.

v Upon acceptance of the offer made by the NRC the Participant's Shares must beissued to and held by a Trustee until the Shares have vested.

v The Participant's shares rank equally with all other issued shares, and the Participant will be entitled to all rights, dividends, distributions and entitlements in relation to the Shares. The Participant may direct the Trustee to exercise votes on their behalf.

v Once the offer has been accepted by a Participant and the shares issued to the Trustee, the Participant is entitled to receive dividends on the shares. However, the post-tax dividend must be used to satisfy any outstanding Loan amount, up to the amount of the post-tax dividend itself.

v A Participant's Shares will vest providing Vesting Conditions are satisfied as follows:

o  Performance criteria or other Vesting Conditions have been satisfied. The performance criteria or Vesting Conditions are determined in relation to two different areas; universal targets in relation to general company performance (which apply to all Participants) ("Company Performance Conditions"), and specific targets tailored to the performance of each individual Participant (and applicable to the same) ("Individual Performance Conditions"). Both the Company Performance Conditions and Individual Performance Conditions must be met before the Participant's Shares can become Vested Shares under the Plan.

§ The Rules for the Plan identify the following Company Performance Conditions, although actual performance conditions will be identified and included in the offer documentation to each Eligible Employee:

(a)         the percentage share price appreciation of the Company's shares in comparison to the appreciation in the market price of gold, the gold stock indices of the applicable Exchange or Exchanges and the share prices of a comparison group of companies, calculated on an annual or longer basis;

(b)         meeting or exceeding gold production targets set at the beginning of each year;

(c)         meeting or exceeding the health and safety performance for preceding years, measured in industry standards;

(d)         increases in gold reserves or resources derived from internal effort and initiative and not from external factors such as gold price;

(e)         modification of the average gold reserve discovery cost over set periods;

 (f)         the Company's TSR as compared against the TSR of a designated Comparator Group; and

(g)         other performance criteria determined by specific reference to the employee's primary   responsibilities.

o  The NRC may determine the relevant Individual Performance Conditions as applicable to each Participant, and which must be satisfied as a condition of Vesting of the Participant's Shares .These Individual Performance Conditions will be specified in the Grant Notification. The Individual Performance Conditions will be based on performance criteria which apply to each Eligible Employee. The performance criteria may vary according to the primary responsibilities of each Participant and the area of the Company's business for which the Participant has responsibility and influence, such as corporate development, financial governance, mineral exploration or mining development and operations.  In addition, unique transactions or circumstances may occur for which the Participant is responsible and which may result in significant benefit to shareholder value or shareholder protection. For this reason, the NRC shall have the discretion to apply performance criteria as vesting conditions for each Participant. Subject to other vesting conditions being satisfied:

§ one third of the shares will vest 12 months after issue, provided the Participant remains an Eligible Employee up to  that date; 

§ one third of the shares will vest 24 months after allocation, provided the Participant remains an Eligible Employee up to that date; 

§ the remainder of the shares will vest 36 months after allocation, provided the Participant remains an Eligible Employee up to that date.

v On a change of control, the Plan allows for the following:

o  The full amount of Loan outstanding will become due for repayment;

o  The Trustee may dispose of the Participant's shares; and

o  The vesting date for shares may be brought forward by the Company.

v Shares will be forfeited:

o  If the employment of the Participant is terminated for any reason other than for injury, illness or disability, or retirement  or acceptance of redundancy offered by the employer, then Shares which are not Vested Shares at the date of termination will be forfeited (note, death is treated as a resignation);

o  Shares which have not vested at the end of 36 months after allocation will be forfeited. 

v Where the employment of the Participant is terminated due to:

o  Injury, illness or disability;

o  Retirement; or

o  Acceptance of redundancy;

Then a portion of the Subject Shares shall become Vested Shares on the next relevant Vesting Date being that portion of the Subject Shares calculated as follows:

P = D1   x    S
       D2

where:

P is the portion of Subject Shares that shall become Vested Shares on the next relevant Vesting Date;

D1 is the number of days which have elapsed between:

(1)            the Vesting Date last occurring  before the Cessation Date; or

(2)           if  no  Vesting Date has occurred before the Cessation Date then the Acceptance Date in relation to   

                 the Subject Shares; and

D2 is the total number of days from the date referred to in paragraph (1) or (2) of this formula and the next occurring Vesting Date after the Cessation Date; and

S is the total number of Subject Shares.

v When a Participant's Shares have vested, the Participant is free to have the Shares sold by the Trustee at any time thereafter, subject to the Shares being sold in minimum parcels of 10,000. On sale, the outstanding Loan for those Shares must be repaid and the Trustee will deduct the outstanding Loan amount, and any Transaction Costs payable by the Participant (such as brokers' fees) from the sale proceeds.

v The Participant may also elect not to have the Trustee sell the Vested Shares, including the right for the Participant to direct the Trustee to transfer Vested Shares to them directly. However, the Loan for the Shares must be repaid within 28 days of  the end of 3 years after the Shares were allocated and any Participant's Shares held by the Trustee at the end of that period will be sold, and the proceeds applied as follows:

o  to pay the Transaction Costs of the sale;

o  if the Shares sold are Loan Shares, in reduction of the Principal Sum outstanding under the Loan in respect of those Loan Shares;

o  the remainder to the Participant.  

v If the Shares have otherwise vested, then the Trustee will either transfer the Shares into the name of the Participant or as the Participant directs (for example, to the Participant's family trust).

v Subject to Clause 18, the NRC may waive a Vesting Condition in its absolute discretion.

v Participant's Shares which have not Vested on or before the Vesting Date will be forfeited.

v If a Participant forfeits the Participant's Shares and the Shares are Loan Shares then the Principal Sum outstanding under the Loan shall be taken to have been waived by the Company in full on the date of forfeiture.  

v The Plan shall continue until terminated by the Board.

For the purposes of this Paragraph 2:

"Loan" means a Loan made to a Participant under the Plan.

"Subject Shares" means those Shares of a Participant who has ceased employment in the circumstances of clause 13.1 of the Plan in respect of which:

(1)   all other conditions of Vesting have been satisfied as at the date of cessation of employment ("Cessation Date"); and

(2)   but for the cessation of employment would have become Vested Shares on the next occurring Vesting Date.

"Transaction Costs" means brokerage, transfer fees etc as the case may be.

"Trustee" means the Company or other person appointed as trustee under the deed of trust executed by the trustee which establishes the trust of Participant's Shares for a Participant.

"Vested Shares" means Participant's Shares which have vested in accordance with the Loan Funded Share Plan Rules.

No shares have been issued under the Plan or will be issued before the approval of the Plan by shareholders under this Resolution. The benefits under the Plan are not pensionable.

Subject to applicable law (and obtaining consent of the Participant for a change that materially increases the liability of the Participant or decreases the value of the Participant's rights under a grant), the Board may in its discretion amend the terms and conditions of the Plan or a grant under the Plan, provided that shareholder approval will be required for:

v an amendment for which, under the requirements of an exchange on which the Shares are listed or applicable law, shareholder approval is required;

v reduction of the purchase price, or cancellation and reissuance of offers or other entitlements, of non-Insider offers granted under the Plan;

v extension of the term of offers beyond the original expiry date of non-Insider offers;

v allowance of Grant Notifications or other rights granted under the Plan to be transferable or assignable by the Grantee or Participant other than for estate settlement purposes;

v any other material amendment to the Plan except where the amendment is made for the purpose of benefiting the administration of the Plan or is made to take account of a change in applicable legislation or regulatory requirement.

The provisions relating to:

v the persons to whom, or for whom, securities, cash or other benefits are provided under the Plan i.e. the Participants;

v limitations on the number or amount of the securities, cash or other benefits subject to the scheme;

v the maximum entitlement for any one Participant; and

v the basis for determining a Participant's entitlement to, and the terms of, securities, cash or other benefit to be provided and for the adjustment thereof (if any) if there is a capitalisation issue, rights issue or open offer, sub-division or consolidation of shares or reduction of capital or any other variation of capital;

cannot be altered to the advantage of Participants without the prior approval of shareholders in general meeting (except for minor amendments to benefit the administration of the scheme, to take account of a change in legislation or to obtain or maintain favourable tax, exchange control or regulatory treatment for participants in the scheme or for the company operating the scheme or for members of its group).

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 ordinary resolution approving the Employee Loan Funded Share Plan 2011, unless the shareholder who has given the proxy has directed that the Ordinary Shares represented thereby be voted against such resolution.  In order to be effective, this resolution must be approved by a simple majority of the votes cast by the shareholders at the Meeting in person or by proxy.

EXECUTIVE COMPENSATION

All dollar amounts in this Circular are expressed in United States 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 2010, 2009 and 2008 by the Company's Chief Executive Officer, Chief Financial Officer, the Company's Chairman and the Company's two other most highly compensated executive officers (collectively, the "Named Executive Officers" or "NEOs").

NEO Name and Principal Position	Financial Year	Annual Compensation			Long Term Compensation			All Other Compensation (A$)
		Salary (A$)	Bonus (A$)	Other Annual Compensation (A$) (1)	Ordinary Shares Under Options / SARs Granted (#) (2)	Ordinary Shares or Units Subject to Resale Restrictions (A$)	Long Term Incentive Plan Payouts (A$)
Sami El-Raghy Chairman (retired 31 Dec 09)	2010 2009 2008	240,012 479,615 425,000	- - -	21,500 43,000 -	- - -	- - -	- -	3,612 7,167 -
Josef El-Raghy Chairman	2010 2009 2008	541,329 397,549 478,125	- - 184,434	44,025 41,118 -	- - -	- - -	- - -	34,315 44,178 -
Harry Michael Chief Executive Officer (5)	2010 2009 2008	187,602 - -	- - -	- - -	- - -	- - -	- - -	15,137 - -
Trevor Schultz Executive Director of Operations (3)	2010 2009 2008	457,400 370,098 -	- - -	80,604 68,081 -	- 1,000,000 -	- - -	- - -	- - -
Mark Di Silvio Chief Financial Officer(4)	2010 2009 2008	305,680 278,172 -	- - -	58,104 52,325 -	350,000 250,000 -	- - -	- - -	- - -
Heidi Brown Company Secretary	2010 2009 2008	186,382 186,214 95,833	- - 30,000	36,275 10,586 -	- - 250,000	- - -	- - -	14,175 13,500 11,325

Notes:      

⁽¹⁾         Fringe Benefits Tax ("FBT") or income tax paid on behalf of the employee. 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⁾         The options issued 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.

⁽³⁾              Mr Schultz joined the Company as a Non-Executive Director on 20 May 2008 and was appointed Executive Director of Operations on 15 August 2008. 

⁽⁴⁾              Mr Di Silvio joined the Company on 25 July 2008 as Chief Financial Officer.   

⁽⁵⁾         Mr Michael joined the Company on 03 March 2010 as Chief Executive Officer.

 

Stock Options

The Company granted the following options under the Employee Option Plan, which was adopted in November 2006, to purchase or acquire Ordinary Shares during the financial year ended 30 June 2010 to the Named Executive Officers.

Name	Office	Issue Date	Number of Unquoted Options	Exercise Price (A$)	Expiry Date	Market Value of the Ordinary Shares Underlying Options on the Issue Date (A$)
Mark Di Silvio	Chief Financial Officer	06 August 2009	350,000	1.8658	06 August 2011	661,500

The following table sets out information concerning the exercise of options by the Named Executive Officers during the financial year ended 30 June 2010 and the value of unexercised options held by the Named Executive Officers as at 30 June 2010.

 

Aggregated Option Exercises during the Most Recently Completed Financial Year and Financial Year-End Option Values

NEO Name	Ordinary Shares Acquired on Exercise (#)	Aggregate Value Realized (C$)	Number of Unexercised Options at 30 June 2010		Value of Unexercised in-the-money Options at 30 June 2010
			Exercisable (#)	Unexercisable (#)	Exercisable (C$)	Unexercisable (C$)
Sami El-Raghy Chairman	-	-	-	-	-	-
Josef El-Raghy Chairman	-	-	-	-	-	-
Harry Michael Chief Financial Officer	-	-	-	-	-	-
Trevor Schultz Executive Director of Operations	-	-	1,000,000	-	2,590,000	-
Mark Di Silvio Chief Financial Officer	-	-	425,000	175,000	1,100,750	453,250
Heidi Brown Company Secretary	-	-	250,000	-	647,500	-

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

During the financial year ended 30 June 2010, the Company was a party to employment contracts with each of Messrs Josef El-Raghy, Sami El-Raghy, Harry Michael, Trevor Schultz, Mark Di Silvio and Mrs. Heidi Brown.  The compensation of Messrs Josef El-Raghy, Sami El-Raghy, Harry Michael, Trevor Schultz and Mark Di Silvio, and Mrs. Heidi Brown during the financial year is set out in the Summary Compensation Table above. Remuneration and other terms of employment for the following directors and executives are formalised in employment contracts, the terms of which are set out below:

Josef El-Raghy, Chairman

  - term: 3 years (expiring 01 September 2013), 6 months notice of termination period

  - base salary: A$600,000 (net of taxes in Egypt) pa, reviewed annually by the Nomination and Remuneration Committee

  - in the event of a change of control of the Company, Mr El-Raghy shall be entitled to receive a payment of 24 months

    remuneration

Harry Michael, Chief Executive Officer

  - term: 3 years (expiring 03 March 2013), 6 months notice of termination period

  - base salary: A$550,000 including superannuation, reviewed annually by the Nomination and Remuneration Committee

  - in the event of a change of control of the Company, Mr Michael shall be entitled to receive a payment of 24 months

    remuneration

Trevor Schultz, Executive Director of Operations

  - term: 3 years (expiring 15 August 2011), 3 months notice of termination period

  - base salary: A$550,000 (net of taxes in Egypt) pa, reviewed annually by the Nomination and Remuneration Committee

Mark Di Silvio, Chief Financial Officer (appointed 25 July 2008)

  - term: 2 years (expiring 25 July 2012), 3 months notice of termination period

  - base salary: A$325,000 (net of taxes in Egypt) pa, reviewed annually by the Nomination and Remuneration Committee

  - in the event of a change of control of the Company, Mr Di Silvio shall be entitled to receive a payment of 12 months

    remuneration

Heidi Brown, Company Secretary

  - term: 2 years (expiring 01 August 2012), 3 month notice of termination period

  - base salary: A$180,000 + 9% superannuation, reviewed annually by the Nomination and Remuneration Committee

The employment contracts described above do not 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, unless otherwise disclosed.  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.

All Non Executive Directors have signed contracts of service, under which their term of appointment is contingent on satisfactory performance and re-election at least every three years under Clause 50 of the Company's Constitution at forthcoming AGMs.

The table below shows each Non Executive Director and the date of the last AGM at which they were the subject of re-election.

Non Executive Director	Date of last AGM at which they were the subject of re-election
H. Stuart Bottomley	27 November 2009
Thomas Elder	27 November 2009
Colin Cowden	27 November 2010
G. Robert Bowker	28 November 2010

Composition of the Nomination and Remuneration Committee

At 30 June 2010, the Nomination and Remuneration Committee was composed of Dr Tom Elder (Chairman), Mr Colin Cowden and Professor Robert Bowker, each of whom was an unrelated, non executive director of the Company.

 

Report on Executive Compensation

This Report explains the Board's policies for the year ending 30 June 2010, relating to remuneration of directors and executives, discusses the relationship between these policies and the Company's performance, and sets out remuneration details for each director and senior executive.

The fees paid to Non-Executive Directors are set at levels which reflect both the responsibilities of, and the time commitments required from, each Non-Executive Director to discharge their duties and are not linked to the performance of the Company.

The remuneration strategy for the Chief Executive Officer (CEO) and executives, including the Company Secretary, comprise a fixed cash component and where applicable, statutory superannuation contributions, an annual merit based performance bonus and the issue of share options in the Company which is intended to provide competitive rewards to attract high calibre executives and retain the best executives to manage the Company. This strategy will also provide the executives with the necessary incentives to work to grow long-term shareholder value. The issue of performance bonuses and share options is not dependent on the performance of the Company.

Criteria used to determine the annual merit based performance bonus, during the preproduction phase, is the setting of key objectives for each executive and measuring performance against these objectives. Key objectives will normally include capital budget criteria where performance will be measured against progress indicators. These key objectives will largely be determinable by the objective assessment of performance by the CEO. There are no specific performance based key financial indicators set and bonuses and/or options are at the discretion of the Board. The Remuneration Committee reviews the CEO's performance and makes a recommendation to the Board.

Share options are offered to executives at the discretion of the Directors, having regard, among other things, to the length of service with the Group, the past and potential contribution of the person to the Group and in some cases, performance.

There is no Board policy in relation to limiting the recipient exposure to risk in relation to securities. In addition, there are no schemes for retirement benefits other than statutory superannuation for independent directors.

Performance Graph

The following graph 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 2005.  Dividends declared on Ordinary Shares are assumed to be reinvested.  The Ordinary Share performance as set out in the graph does not necessarily indicate future price performance.

 

Cumulative Total Shareholder Return
30 June 2007 through 30 June 2010

http://www.rns-pdf.londonstockexchange.com/rns/6019Y_-2010-12-24.pdf

	June - 2007	June - 2008	June - 2009	June - 2010
Centamin Egypt Limited	100.00	114.71	162.75	253.92
S&P/TSX Composite Total Return Index	100.00	106.75	79.33	88.81
FTSE AIM All-Share Total Return Index	100.00	80.14	44.94	56.74
S&P/ASX All Ordinaries Accumulation Index	100.00	87.88	68.42	77.85

Note:  Due to the limited time period that the Ordinary Shares have been listed on the TSX, the performance graph tracks the performance for the past four years. On 06 November 2009, the Ordinary Shares were listed on the LSE, and were no longer listed on the AIM. On 29 January 2010, the Ordinary Shares were delisted from the ASX at the Company's request.  Ordinary Shares commenced trading on the TSX on 05 April 2007 at a price of C$0.90 per share. On 30 June 2007, the price of Ordinary Shares listed on the TSX was C$1.02 per share, on 30 June 2008, the price was C$1.17 per share, on 30 June 2009, the price was C$1.66 per share, and on 30 June 2010, the price was C$2.59 per share.

 

Compensation of Directors

During the financial year ended 30 June 2010, 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	54,999
Gordon Brian Speechly  (1)	19,999
Thomas Gee Elder	55,000
Herbert Stuart Bottomley	55,000
Graeme Robert Tangye Bowker	105,024

Notes:

(1)        Mr. Speechly resigned from the Board on 31 December 2009.

 

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$250,000 deductible for liability incurred in the United States of America, and a A$25,000 deductible for the rest of the world. The premium paid by the Company for this coverage was A$26,783.

Equity Compensation Plans

The following table sets out information concerning the number and price of Ordinary Shares to be issued under equity compensation plans to employees and others.

Plan Category	Number of Securities to be Issued upon Exercise of Options (as at 30 June 2010)  (a)	Weighted - Average Exercise Price of Outstanding Options (as at 30 June 2010) (A$) (b)	Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (excluding securities reflected in (a)) (as at 30 June 2010)  (c)
Options issued under the Employee Option Plan (approved by Shareholders)	2,720,000	1.4189	51,440,917
Other options issued (1) (without Shareholder approval)	100,000	0.3500	-
Other options issued (2) (approved by Shareholders)	2,130,150	1.2704	-
Total	4,950,150	1.3334	51,440,917

Notes:

⁽¹⁾ 4,250,000 options were issued to three employees outside of the Employee Share Option Plan on 31 October 2005. Details of those options were:

·      2,500,000 of those options were subject to performance based hurdles.Due to the cessation of employment by the employee to whom the options were issued they lapsed in May 2007.

·      1,000,000 of those options vest and are exercisable over a period of two years, with 50% vesting and exercisable after 12 months and the other 50% vesting and exercisable after 24 months of issue. These options have a term of 5 years. As at 30 June 2010, 100,000 of these options remained unexercised.

·      750,000 of those options vest and are exercisable immediately. These have a term of 5 years. As at 30 June 2010, none of these options remained unexercised.

⁽²⁾ 1,630,150 options were issued pursuant with the agreement with Macquarie Bank Limited to provide a corporate loan facility of up to US$25 million (as announced on 02 April 2009). Those options are exercisable any time on or before 31 December 2012. As at 30 June 2010, none of these options had been exercised.  In addition, 1,000,000 options were issued pursuant to the agreement with Ambrian Partners Limited and Investec Bank Plc to provide advisory services associated with the listing on the main board of the London Stock Exchange. Those options are exercisable any time on or before 28 November 2010. As at 30 June 2010, 500,000 Series 20 options had been exercised.

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.

ADDITIONAL INFORMATION

Additional information relating to the Company can be found on SEDAR at www.sedar.com.  Financial information is provided in the Company's audited consolidated financial statements as at and for the financial year ended 30 June 2010 and management's discussion and analysis of such financial results, which can be found in the Company's annual report to shareholders and which has also been filed on SEDAR. Copies of these documents, as well as this Circular and the Annual Information Form are available on SEDAR and will be available upon request from the Company Secretary. 

The Company Secretary can be contacted at Centamin Egypt Limited, 57 Kishorn Road,       Mount Pleasant, Western Australia 6153, or via facsimile + 61 8 9316 2650.

DIRECTORS' APPROVAL

The contents and the sending of this Circular have been approved by the Board of Directors of the Company.

Dated 24 December 2010.

BY ORDER OF THE BOARD OF DIRECTORS

Josef El-Raghy

Chairman

 

 

 

PROXY FORM

This Proxy is solicited by or on behalf of the management of Centamin Egypt Limited for the General Meeting of Shareholders to be held on Tuesday, 15 February 2011

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 General Meeting of the Company to be held on Tuesday, 15 February 2011, at the South of Perth Yacht Club, Coffee Point, Applecross, Western Australia at 11.00 am (Australian WST) 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       Adoption of the Executive Director Loan Funded Share Plan 2011                         q               q              q

            2.0       Adoption of the Employee Loan Funded Share Plan 2011                                      q               q              q

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 11.00 am (Australian WST), Sunday, 13 February 2011 (UK : 3.00 am London Time on Sunday, 13 February 2011, Canada : 10.00 pm Toronto EST on Saturday, 12 February 2011. Please direct proxy forms and any relevant power of attorney to any of the following:

Australia   The Company Secretary   Centamin Egypt Limited   c/- Computershare   Level 2, 45 St Georges Terrace   Perth, Western Australia, 6000   Facsimile: + 61 8 9323 2033

or

United Kingdom The Company Secretary Centamin Egypt Limited c/- Computershare PO Box 1075, The Pavilions Bridgwater Road, Bristol BS99 3EA Facsimile: + 44 870 703 6109

or

Canada The Company Secretary Centamin Egypt Limited c/- Computershare 100 University Ave, 8th Floor Toronto ON M5J 2Y1 Canada 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. 

 

END

 

 

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