Proxy Circular

RNS Number : 7995T

Centamin Egypt Limited

04 October 2010

NOTICE OF ANNUAL GENERAL MEETING
TO BE HELD ON
TUESDAY, 09 NOVEMBER 2010

AT THE BISHOPSGATE & CHANCERY ROOMS

AT THE ANDAZ 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 Andaz Hotel, Liverpool Street, London, United Kingdom on Tuesday,09 November 2010 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 2010.

2. Election of Directors

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

2.1 Election of Mr. Harry Michael

That, Mr. Harry Michael, 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 Re-Election of Professor G Robert Bowker

That, Professor G Robert Bowker, who retires by rotation in accordance with provision 50.2 of the Constitution of the Company, and being eligible, offers himself for re-election, be re-elected as a director.

2.3 Re-Election of Mr. Colin Cowden

That, Mr. Colin Cowden, who retires by rotation in accordance with provision 50.2 of the Constitution of the Company, and being eligible, offers himself for re-election, be re-elected as a director.

2.4 Re-Election of Mr. Josef El-Raghy

That, Mr. Josef El-Raghy, who retires by rotation in accordance with provision 50.2 of the Constitution of the Company, and being eligible, offers himself for re-election, be re-elected as a director.

SPECIAL BUSINESS

3. Disapplication of Pre-Emption Rights

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

That, the Directors be and are hereby authorised to allot equity securities for cash in accordance with Clause 90 of the Company's Constitution provided that such powers shall be limited to the allotment of up to 102,993,333 equity securities representing approximately 10% of the Company's current issued capital as if clause 90.1 of the Company's constitution does not apply to such allotment. Such authority will expire at the conclusion of the next Annual General Meeting of the Company or, if earlier, 30 November 2011. The foregoing power shall allow and enable the Directors to make an offer or agreement before the expiry of that power which would or might require securities to be allotted after such expiry as if the power conferred hereby had not expired.

4. Adoption of the Loan Funded Share Plan 2010

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

That the Loan Funded Share Plan 2010 the main features of which are summarised at paragraph 4 of the Management Information Circular set out at pages 9 to 11 of this document and as set out in the Loan Funded Share Plan 2010 Rules a copy of which is produced to the meeting and initialed by the Chairman for identification purposes be and is hereby approved and adopted and that the Directors be and are hereby authorised to issue and allot securities pursuant to the Loan Funded Share Plan 2010 in accordance with clause 90.10 of the Company's constitution.

Voting Exclusion Statement

The Company will disregard any votes cast on Resolution 4 by any Director of the Company or any associate of that Director. 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 a 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 7.30 pm (Australian WST) on Sunday, 07 November 2010 (UK: 11.30 am London Time, Canada: 6.30 am Toronto EST). 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 7.30 pm (Australian WST), Sunday, 07 November 2010 (UK : 11.30 am London Time, Canada : 6.30 am Toronto EST). 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

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

Canada

The Company Secretary

Centamin Egypt Limited

c/- Computershare

100 University Ave, 8^th 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, 04 October 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 Annual General Meeting of Shareholders to be held at the Bishopsgate & Chancery Rooms

at the Andaz Hotel, Liverpool Street, London, United Kingdom on Tuesday, 09 November 2010

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 general meeting of the holders of ordinary shares (the "Ordinary Shares") to be held on Tuesday, 09 November 2010 (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

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

Canada

The Company Secretary

Centamin Egypt Limited

C/- Computershare

100 University Ave, 8^th 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 7.30 pm (Australian WST), Sunday, 07 November 2010 (UK: 11.30 am London Time, Canada: 6.30 am Toronto 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 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 01 October 2010, the Company had 1,029,933,333 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 Thursday, 28 September 2010 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. Financial Statements and Reports

The financial statements and the reports of the directors and auditors for the year ended 30 June 2010 will be presented at the Meeting. The annual report for the year ended 30 June 2010 (the "Annual Report") has been provided to shareholders who requested a copy with the material accompanying the Notice of the Meeting. The Annual Report is also available on the Company's website (www.centamin.com) or upon request. Shareholders will be given the opportunity to ask questions of the Board and the auditor of the Company (via telephone conference) in relation to the Annual Report at the Meeting.

2. Election of Directors

A brief summary for each of the directors who offer themselves for re-election is set out below. Following formal performance evaluation, the performance of these individual Directors continues to be effective and they continue to demonstrate commitment to the role.

2.1 Mr. Harry Michael B. Mining Engineering (Hons), Member AusIMM, Member AICD

Chief Executive Officer, age 48

Director since 03 March 2010

Mr. Michael was Executive Director, Chief Operating Officer and Vice President of Operations of Equinox Minerals Limited (TSX:EQN), between 2004 and 2009 where he oversaw the development, commissioning and operation of the large scale Lumwana Copper Mine in Zambia, one of the largest new copper mines to be developed in recent years. In addition he was responsible for all Government negotiations in securing various fiscal and other operating licence agreements necessary for project development. Prior to joining Equinox, he was responsible for completing the bankable feasibility study ("BFS") for the Sukari Gold Project, Centamin's flagship mine, during 2003 and 2004. His past experience includes the role of Chief Executive Officer of Geita Gold Mine (AngloGold Ashanti) in Tanzania from 1998 to 2002, one of the largest gold mines in Africa, producing 500,000 ounces of gold per annum, where he was responsible for the construction and operation of the mine. Prior to this, Mr. Michael was General Manager of the Iduapriem Gold Mine in Ghana (AngloGold Ashanti) from 1995 to 1998 and was responsible for various CIL and Heap Leach expansions as well as operations. He has held senior management roles in Granny Smith Gold Mine in Western Australia (Barrick Gold - 1994 to 1998) and Porgera Gold Mine in Papua New Guinea (majority owned by Barrick - 1990 to 1994) as well as other operational roles in the gold and iron ore sectors of the Australian mining industry. Mr. Michael has also held a non executive director position with Red Back Mining Inc (TSX:RBI) since 2003, playing a key role in the growth and strategic direction of the company during the time while Redback grew from an explorer through to a major gold producer.

2.2 Professor Graeme Robert Tangye Bowker PhD, GAICD

Non Executive Director, age 60

Director since 21 July 2008

Professor Bowker retired from the Australian Foreign Service in June 2008 after a 37 year career specialising in Middle East issues. He was Australian Ambassador to Egypt (2005 to 2008) and Jordan (1989 to 1992), in addition to postings in Syria (1979 to 1981) and Saudi Arabia (1974 to 1976). Professor Bowker was accredited from Cairo as a non-resident ambassador to Libya, Sudan, Syria and Tunisia. Professor Bowker has a PhD from the Centre for Arab and Islamic Studies, Australian National University 2001, an MA from the Centre for Middle East and Central Asian Studies, Australian National University 1995, a BA (Hons) Indonesian and Malayan Studies and Political Science, Melbourne University 1970 and completed an RAF Arabic course, Beaconsfield, UK 1988.

2.3 Mr. Colin Cowden FAII, ASA, ACIS, ACIM, FNIBA, CD

Non-Executive Director, age 66

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 is a qualified accountant and Chartered Secretary, and is a Fellow of the Australian Insurance Institute. 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.

2.4 Mr. Josef El-Raghy B.Comm

Executive Chairman, age 39

Director since 26 August 2002

Josef El-Raghy was Managing Director/CEO of the Company until 03 March 2010. Mr. El-Raghy holds a Bachelor of Commerce Degree from the University of Western Australia and had a ten year career in stock broking. He was formerly a director of both CIBC Wood Gundy and Paterson Ord Minnett. His expertise in international capital markets has greatly assisted the Company in its fundraising and development activities. Mr. El-Raghy was also a director of ISIS Resources Plc (now Verona Pharma Plc) from 24 February 2005 to 18 September 2006.

Under the current 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. 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. Management does not contemplate that any of the proposed nominees will be unable to serve as a director, but if that should occur for any reason prior to the Meeting, the Ordinary Shares represented by properly executed proxies given in favour of such nominee(s) may be voted by the person(s) designated by management of the Company in the enclosed form of proxy, in their discretion, in favour of another nominee.

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 04 October 2010. 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 Place of Residence	Principal Occupation	Director Since ⁽¹⁾	Number of Ordinary Shares Beneficially Owned Directly or Indirectly or Over Which Control or Direction is Exercised
Harry Nicholas Michael South Perth, Australia	Chief Executive Officer, Centamin Egypt Limited	03 March 2010	75,000
Graeme Robert Tangye Bowker ^(2)(3)(4) Garran ACT, Australia	Professor, Centre for Arab and Islamic Studies, Australian National University	21 July 2008	Nil
Colin Neil Cowden ⁽²⁾⁽³⁾ Martin, Western Australia	Executive Chairman, Cowden Limited	08 March 1982	1,203,626
Josef El-Raghy Alexandria, Egypt	Chairman, Centamin Egypt Limited	26 August 2002	69,195,086

Notes:

⁽¹⁾ Under the current Constitution of the Company, each director's term of office expires no later than 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⁾ Member of the Remuneration Committee.

⁽³⁾ Member of the Audit Committee.

⁽⁴⁾ Member of Compliance/Corporate Governance 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, except as follows:-

- Harry Nicholas Michael - Mr. Michael was Executive Director, Chief Operating Officer and Vice President of Operations of Equinox Minerals Limited, between 2004 and 2009 where he oversaw the development, commissioning and operation of the large scale Lumwana Copper Mine in Zambia, one of the largest new copper mines to be developed in recent years. In addition he was responsible for all Government negotiations in securing various fiscal and other operating licence agreements necessary for project development.

- Graeme Robert Tangye Bowker - From 2001 until 2003, Professor Bowker formed part of the directing staff at the Centre for Defence and Strategic Studies at the Australian Defence College, Canberra, while on secondment from the Australian Department of Foreign Affairs and Trade. He was Visiting Reader at the Centre for Arab Islamic Studies in 2004, and from 2005 until he retired on 30 June 2008, was the Australian Ambassador to Egypt.

- Josef El-Raghy - from 26 August 2002 until 03 March 2010, Mr El-Raghy was the Managing Director/CEO of Centamin Egypt Limited. He transitioned to the role of Chairman of the Company on 03 March 2010.

The following table sets forth the equivalent information at 04 October 2010 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 Residence	Principal Occupation	Director Since ⁽¹⁾	Number of Ordinary Shares Beneficially Owned Directly or Indirectly or Over Which Control or Direction is Exercised
Trevor Schultz Rolle, Switzerland	Executive Director of Operations Centamin Egypt Limited	20 May 2008	Nil
Thomas Gee Elder⁽²⁾⁽⁴⁾ Oxford, United Kingdom	Consultant Geologist	08 May 2002	250,000
H. Stuart Bottomley ⁽³⁾⁽⁴⁾ East Sussex, United Kingdom	Consultant	26 September 2005	2,150,000

Notes:

⁽¹⁾Under the current Constitution of the Company, each director's term of office expires at the latter 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⁾ Member of the Remuneration Committee.

⁽³⁾ Member of the Audit Committee.

⁽⁴⁾ Member of the Compliance/Corporate Governance 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, except as follows:

- Trevor Stanley Schultz - From October 1996 until December 2003, Mr Schultz was the Chief Operating Officer of Ashanti Goldfields Company Ltd. From January 2004 until December 2005, Mr Schultz was the President and CEO of Guinor Gold Corporation in London. From January 2006 to June 2007, Mr Schultz was a Consultant to Crew Gold Corporation and from July 2007 until his appointment as Executive Director of Operations, he was a mining consultant for various companies.

- Dr Thomas Elder was previously the President of Mano River Resources Inc from 04 October 1998 to 30 September 2007.

3. Disapplication of Pre-Emption Rights

If the Directors of the Company wish to exercise their right to offer to issue shares or other securities for cash, Clause 90 of the Company's Constitution stipulates that, unless a specific exemption applies, they can only do so if shareholders have given specific authority for the waiver of pre-emption rights which provide that new shares or other equity securities must first be offered to existing shareholders in proportion to their existing holdings.

In certain circumstances, it may be in the interests of the Company to allot new shares (or grant rights over shares) for cash without first offering them to existing shareholders. For example, the Directors may need to disapply the pre-emption rights in its Constitution to the extent necessary to deal with any legal, regulatory or practical problems arising from a rights issue. Further, it may be necessary or appropriate for the Company to raise further funding through a placing rather than a rights issue. Accordingly, Resolution 3 grants the Directors the authority to allot shares for cash without first offering them to shareholders on a pro rata basis, until the conclusion of the Company's Annual General Meeting in 2011 or 30 November 2011, whichever is the earlier. The authority sought, other than with respect to rights issues, is limited to the issue of up to 102,993,333 shares, representing 10% of the issued ordinary share capital as at 04 October 2010 (the latest practicable date prior to the date of this notice).

The Directors have no present intention of exercising the authority in Resolution 3 other than in relation to issuing shares to satisfy exercises of outstanding broker warrants, but will keep this matter under review. For the avoidance of doubt, shares issued pursuant to employees share or option schemes are exempt from the pre-emption provisions set out in clause 90 of the Company's Constitution but are subject to the limits contained in the relevant schemes.

The Directors unanimously recommend that you vote in favour of this Resolution.

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 special resolution approving the disapplication of pre-emption rights, 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.

4. Adoption of the Loan Funded Share Plan 2010

The Directors propose to adopt a Loan Funded Share Plan, the Loan Funded Share Plan 2010 ("the Plan") which will enable the Board to issue fully paid ordinary shares (Shares) to employees of the Company or its subsidiaries ("Eligible Persons"). Shareholders will be asked at this Annual General 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 limit in Resolution 3.

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 Annual General Meeting, and will be available for inspection at the Bishopsgate and Chancery Rooms at the Andaz Hotel, Liverpool Street, London, United Kingdom from 15 minutes prior to and for the duration of the Annual General Meeting.

The purpose of the Plan is to attract, retain and motivate employees and 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.

The following key points summarise essential elements of the proposed 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 5 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 1,029,933,333 Shares outstanding; 5% of the currently outstanding Shares is 51,496,666 Shares.)

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 Employee accepts the offer, he becomes a Participant in the Plan. Full market price must be paid for the Shares. 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 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 NRC may determine conditions which must be satisfied as a condition of Vesting of the Participant's Shares and the conditions will be specified in the Grant Notification. The 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 Eligible Employee and the area of the Company's business for which the Eligible Employee 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 Eligible Employee 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 Eligible Employee. Performance criteria which may be determined as vesting conditions may include:

§ 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;

§ meeting or exceeding gold production targets set at the beginning of each year;

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

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

§ modification of the average gold reserve discovery cost over set periods;

§ other performance criteria determined by specific reference to the employee's primary responsibilities.

o 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;

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 Cessation 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 Cessation 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 at 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 The Participant may also repay the Loan early in relation to any of the Participant's Shares. 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).

For the purposes of this Paragraph 4:

"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 Loan Funded Share Plan 2010 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 Loan Funded Share Plan 2010, 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$)	Number of Unexercised Options at 30 June 2010		Value of Unexercised in-the-money Options at 30 June 2010
NEO Name	Ordinary Shares Acquired on Exercise (#)	Aggregate Value Realized (C$)	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 2009 (subject to re-election at this AGM)
G. Robert Bowker	28 November 2008 (subject to re-election at this AGM)

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 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.

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.

STATEMENT OF CORPORATE GOVERNANCE PRACTICES

The Board of Directors of Centamin Egypt Limited is responsible for the corporate governance of the consolidated entity. The Board guides and monitors the business and affairs of Centamin Egypt Limited on behalf of the shareholders by whom they are elected and to whom they are accountable.

Unless disclosed below, the best practice recommendations of the ASX Corporate Governance Council ("ASXCGC"), the Financial Reporting Council's Combined Code On Corporate Governance ("Combined Code") and the best practice recommendations of the Toronto Stock Exchange and those prescribed under National Policy 58-201 - Corporate Governance Guidelines ("NP 58-201") have been applied for the entire financial year ended 30 June 2010. Since migrating to the main market of the London Stock Exchange on 6 November 2009, the Company has also adhered to the provisions of the Model Code. Where there has been any variation from the recommendations, those practices continue to be the subject of the scrutiny of the full Board.

Copies of the current Board and Committee Charters and Policies are available on the Company's website www.centamin.com.

Board Composition:

The Board comprises seven Directors, of whom the Chairman, the Chief Executive Officer and the Executive Director of Operations are the only Executive Directors. The best practice recommendations of the ASXCGC, the Combined Code on Corporate Governance and NP 58-201 favour that the Chairman be an independent Director. However, as the Executive Chairman, Mr. Josef El-Raghy, has been primarily based in Egypt during the Company's development, where his knowledge of the Company's project, the Egyptian culture and government contacts are invaluable, the Board believes that it is appropriate in the Company's circumstances that his role and status continues to be both as an Executive and as Chairman. Major shareholders were consulted before Mr. El-Raghy transitioned from Managing Director/CEO to Chairman on 3 March 2010.

The period of office held, 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, which forms part of the Annual Report.

The names of the Directors of the Company in office at the date of this statement are:

Name	Position	Committees
Josef El-Raghy	Chairman	-
Harry Michael	Chief Executive Officer	-
Trevor Schultz	Executive Director of Operations	-
H Stuart Bottomley	Senior Independent Non Executive Director	Audit Committee Compliance/Corporate Governance Committee
Colin N Cowden	Independent Non Executive Director	Audit Committee Nomination and Remuneration Committee
Thomas G Elder	Independent Non Executive Director	Nomination and Remuneration Committee Compliance/Corporate Governance Committee
G Robert T Bowker	Independent Non Executive Director	Audit Committee Nomination and Remuneration Committee Compliance/Corporate Governance Committee

Josef El-Raghy, Colin Cowden and Robert Bowker are also Directors of the wholly owned subsidiary companies, Pharaoh Gold Mines NL, Viking Resources Ltd, and North African Resources NL. Josef El-Raghy and Tom Elder are also Directors of the wholly owned subsidiary, Centamin Limited. External Directorships of the Company's Directors are detailed in the Directors' Report.

Non Executive 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 Chief Executive Officer prior to incurring expenses on behalf of the Company.

When determining whether a Director is independent, the Board has established a Directors' Test of Independence Policy, which is based predominantly on the definition of independence as defined in Canadian Securities Administrators' Multilateral Instrument 52-110 ("MI 52-110"), and is available on the Company's website or upon request. The criteria in MI 52-110 are mandatory and are more stringent in certain respects than the independence criteria suggested by the ASXCGC or the Combined Code. Based on this Policy, the majority of the Board are considered to be independent Non Executive Directors. The Board considers that Mr. Cowden is independent, notwithstanding his tenure on the Board would potentially be a relevant factor for determining independence under the Combined Code. Furthermore, the Board believes that Mr. Cowden's financial expertise and experience provide a valuable contribution to the deliberations and operations of the Board and certain Committees. In addition, the Board considers that Dr Tom Elder and Mr. Stuart Bottomley are each independent, notwithstanding circumstances which may appear relevant to determining their independence under the Combined Code, such as their previous participation in the Company's Employee Option Plan, because the Board believes that each of Dr Elder and Mr. Bottomley still exert independent judgment when carrying out their responsibilities as non executive directors.

The Directors are aware of the need for the composition of Board to evolve with the development of Company, and propose to revise the composition of the Board in due course, including the possibility of appointing additional independent Non Executive Directors.

Meetings of Independent Directors:

The Board appointed Mr. Stuart Bottomley as the Company's Senior Independent Director on 26 August 2009. Mr. Bottomley is responsible for meeting with other Non Executive Directors and major shareholders on a regular basis, and chairs meetings of the Company's independent Directors, who meet at least once a year without the non-independent Directors and members of management present. 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.

Position Descriptions:

The roles of Chairman and Chief Executive Officer are strictly separated as defined in the Company's Board Charter, which was revised during the year, and the Company intends to develop formal written position descriptions for the Chair of each Board committee.

Mandate/Charter 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, and the functions the Company has established that are reserved to the Board include:

· 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.

· 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.

· Succession Planning: The Board of Directors is responsible for succession planning, including the appointment, training and monitoring of senior management.

· Communications:The Board of Directors oversees the Company's public communications with shareholders and others interested in the Company.

· Internal Controls: The Board of Directors and the audit committee of the Board of Directors 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 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 2010, the Board of Directors held eight (8) meetings, and considered and passed ten (10) circular resolutions pursuant to the Company' Constitution.

A full copy of the Company's Board Charter is available on the Company's website or upon request.

Orientation and Continuing Education:

The Company's formal orientation or education program for new Directors begins with new Board members receiving an orientation package which includes reports on operations and results, and public disclosure filings by the Company. Board meetings 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. New Board members are also encouraged to broaden their skills and knowledge by undertaking continuing education.

Managing risks:

The Board meets regularly to evaluate, control, review and implement the Company's operations and objectives.

Regular controls established by the Board include:

· timely and detailed monthly financial and operational reporting;

· implementation of operating plans, cash flows and budgets by management and Board 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 is responsible for reviewing and approving the Company's risk management strategy, policy and key risk parameters, including determining the Group's appetite for country risk and major investment decisions. Management reports to the Board on the Company's key risks and the extent to which it believes these risks are being managed. This is performed periodically. The Board is also responsible for satisfying itself that management has developed and implemented a sound system of risk management and internal control. The Board has delegated oversight of the Risk Management Policy, including review of the effectiveness of the Company's internal control framework and risk management process to the Audit Committee, which is reviewed at least annually. Management is responsible for designing, implementing, reviewing and providing assurance as to the effectiveness of the Policy. This responsibility includes developing business and functional risk identification, specific risk treatment, controls, monitoring and reporting capability. A standardized approach to risk assessment is used to ensure that risks are consistently assessed and reported to an appropriate level. The Board regularly discusses risks associated with the Company's business and operations along with the Company's risk tolerance. The Company has developed a series of operational risks which the Company believes to be inherent to the Company. These operational risks are summarized in the Management, Discussion and Analysis section of this annual report. Mitigation and optimization strategies are considered equally important in risk management.

The Risk Management Policy is available on the Company's website or upon request.

Monitoring of the Board's performance

In order to ensure that the Board continues to discharge its responsibilities in an appropriate manner, the performance of all Directors is constantly reviewed by the Chairman. The Company did not have a formal process for evaluation of the Board, the Board members, or Board committees during the financial year, however, a formal process has been now been established. A formal Board evaluation questionnaire was drafted and delivered to each member of the Board for completion in August 2010. The questionnaire covered questions on the structure of the Board, the selection of management, strategy determination, etc, as well questions on the Director's personal contribution to the board and the Company's Committees. The completed questionnaires were provided to the Chairman for review and subsequent discussion. The Company did not utilize any external search consultancy or open advertising during this process.

Nomination and Remuneration Committee and policies:

The Nomination and Remuneration Committee comprises Dr Tom Elder (Chairman), Mr. Colin Cowden and Professor Robert Bowker, all independent Directors of the Company.

The Committee's primary functions are to:-

(a) make recommendations to the Board on:-

i) The Company's remuneration, recruitment, retention, termination, superannuation and incentive policies and procedures for Directors and senior executives;

ii) The Employee Option Plan;

iii) The development of a process for evaluation of the performance of the Board, its committees and Directors.

(b) Review the necessary and desirable competencies, skills, knowledge and experience of Directors;

(d) Make recommendations for the appointment, re-election and removal of Directors to/from the Board.

The Board believes that whilst the Company has the current number of independent Non Executive Directors located in different jurisdictions (the United Kingdom, Egypt, Switzerland and Australia), a single committee combining both nomination and remuneration functions, rather than separate committees, is appropriate in the Company's circumstances, as this allows committee meetings to be held in an efficient manner and on a timely basis. Such a combined committee is consistent with Australian corporate governance practices.

The Nomination and Remuneration Committee establishes guidelines for the future nomination and selection of potential new Directors. The full Board (subject to members voting rights in general meeting) is ultimately responsible for selection of new members and has regard to a candidate's experience and competence in areas such as mining, exploration, geology, finance, administration and other areas of relevance that can assist the Company in meeting its corporate objectives and plans.

Under the Company's current Constitution:

· the maximum number of Directors on the Board is ten;

· a Director may not retain office for more than three years without submitting for re-election;

· at the Annual General Meeting (AGM) each year effectively one third of the Directors in office retire by rotation and must seek re-election by shareholders; and

· any Director appointed by the Board must have their election confirmed by shareholders at the next AGM.

Non Executive Directors who have served more than nine years on the Board are subject to annual re-election at the Company's AGM. Where a Non Executive Director has served six years or longer on the Board, their re-election will be subject to particularly rigorous review and will take into account the need for progressive refreshing of the Board.

The Company has established a Remuneration Policy which sets out the structure of the remuneration of key senior executives, Executive Directors, Non Executive Directors, termination, disclosure of remuneration etc. The Board has also established a Selection, Appointment and Re-Appointment of Directors Policy which details the procedures for the selection, appointment, re-appointment and evaluation of the Company's Directors. The Committee considers both policies before making recommendations to the Board on nomination and remuneration matters. Both Policies, along with the Nomination and Remuneration Committee Charter are available on the Company's website or upon request.

All compensation arrangements for Directors and senior executives are determined by the Committee and approved by the Board, after taking into account the current competitive arrangements prevailing in the market. This approach is consistent with the practices of other Australian companies.

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. Non Executive Directors receive annual fees within an aggregate Directors' fee pool limited to an amount which is approved by shareholders. The Board Nomination and Remuneration Committee reviews and recommends, for Board approval, remuneration levels and policies for Directors within this overall Directors' fee pool. The fees which are paid are also periodically reviewed. The current annual fee for Non Executive Directors is a base fee of A$40,000 per annum. Due to the additional time required, the Chairperson of the Board's various Committees receives an additional fee (currently A$10,000) for Chairing that Committee, and the members of each committee also receive an additional fee (currently A$5,000) for being a Committee member. These amounts include any statutory superannuation payments where applicable. The exception to this is Professor Bowker who is paid A$100,000 pa (including superannuation and committee fees), due to the additional time required to attend meetings on behalf of, or in connection with, the Company in the Middle East.

Although no formal written policy has been established, the senior executives are responsible for:-

· developing corporate strategy, performance objectives, business plans, budgets etc for review and approval by the Board;

· managing the day to day business of the Company;

· managing the risk and compliance frameworks including reporting to the Board and, where necessary, the market;

· appointing staff, evaluating their performance and training requirements as well as development of Company policies; and

· ensuring all available information in connection with items to be discussed at a meeting of the Board is provided to each Director prior to the meeting.

The Chief Executive Officer is responsible for ensuring senior executives properly discharge the responsibilities delegated and for keeping the Board informed on these matters.

The performance of senior executives is evaluated by the Nomination and Remuneration Committee, often taking into account recommendations from the Chief Executive Officer and/or Chairman. The Board can exercise its discretion in relation to approving incentives, bonuses and options and can recommend changes to the Committee's recommendations. All executives receive base salary and superannuation (if applicable) and in some cases, performance incentives and fringe benefits. These packages are reviewed on an annual basis. All remuneration paid to executives is valued at the cost to the Company and is measured in accordance with the applicable accounting standards.

The performance of our senior executives was evaluated in the current year by the Nomination and Remuneration Committee. The Committee reviewed recommendations received from the Chairman, considered the performance of the senior executive, his/her current contract, and whether a bonus and/or the grant of employee options was warranted. During the financial year, the Board believed it to be appropriate to base performance on how well the executive performs his/her role, and not necessarily base it on the Company meeting financial objectives. The Company is, however, in the process of setting performance targets for senior executives.

Directors, executives and employees, are from time to time invited to participate in the shareholder approved Employee Option Plan. Separate shareholder approval is sought before any Director can be issued options. Shares issued are valued as the difference between the market price of those shares and the amount paid by the Executive. Options are valued using the Black-Scholes methodology. Non Executive Directors have long been encouraged by the Board to hold shares in the Company to align their interests more closely to those of the Company's shareholders.

The Board 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. Please refer to the Remuneration Report which forms part of the Directors' Report for information on remuneration paid to Directors and executives during the financial year.

There are no schemes for retirement benefits other than statutory superannuation for Non Executive Directors.

Compliance / Corporate Governance Committee:

The Compliance / Corporate Governance Committee comprises Mr. Stuart Bottomley (Chairman), Professor Robert Bowker and Dr Tom Elder, all independent Directors of the Company.

The Committee assists the Board in fulfilling its fiduciary responsibilities by making recommendations to the Board with respect to the formulation or re-formulation of and implementation, maintenance and monitoring of the Company's Corporate Compliance Program and Code of Conduct as may be modified, supplemented or replaced from time to time, designed to ensure compliance with corporate governance policies and legal rules and regulations. Fundamental to the Company's corporate governance policy and practice is that all Directors and employees reflect the Company's key values of accountability, fairness, integrity and openness. The Committee oversees the Company's activities in the area of corporate compliance that may impact the Company's business operations or public image, in light of applicable government and industry standards, legal and business trends and public policy issues. It will pay particular attention to health and safety, environmental, archaeological and social responsibility issues addressed by the Company.

The Compliance / Corporate Governance Committee is currently reviewing the recent changes to The UK Corporate Governance Code.

Audit Committee:

The Audit Committee comprises Mr. Colin Cowden (Chairman), Mr. Stuart Bottomley and Professor Robert Bowker, all independent Directors of the Company.

The Company has a duly constituted Audit Committee which comprises two Australian based independent Directors and one Swiss (previously 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 review quarterly, half yearly and annual financial statements for submission to the Board for approval. The Committee receives regular reports from management and external auditors on accounting and internal control matters. This includes the safeguarding of assets, the maintenance of proper accounting records, the need for an internal audit function and the reliability of financial information as well as non-financial considerations. The Audit Committee will also recommend the appointment, and will review the fees, of external auditors. The Committee and the Board reviewed the need for an internal audit function during the year and resolved not to implement an internal audit function at the time, being that the Company has a single operation in one country.

A copy of the Audit Committee Charter is available on the Company's website or upon request.

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 previous financial year.

Deloitte do attend the Company's Annual General Meeting and it is consistent with their current business practice, and is in accordance with s250RA of the Corporations Act 2001.

Securities Trading Policy:

The Company has adopted a formal Securities Trading Policy restricting Directors, senior executives and employees from acting on material information until it has been released to the market in accordance with the requirements of continuous disclosure. Directors and senior management of LSE listed companies are restricted in a number of ways, by statute, common law and by the Model Code to deal in the Company's securities. 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 (close periods). The Company's Securities Trading Policy is available on the Company's website or upon request.

Commitment to stakeholders & ethical standards:

The Board 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;

· Listing rules, 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 Model Code and the Canadian Securities Administrators' National Instrument 51-102;

· 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.

The Company has a formal Code of Conduct, which all Directors, employees and contractors are required to observe, and a range of corporate policies which detail the framework for acceptable corporate behaviour. These set out the procedures that personnel are required to follow in a range of areas, including compliance with the law, dealing with conflicts of interest, use of knowledge and information, gifts and entertainment, responsibility to shareholders and the financial community etc. The Company's policies are reviewed periodically.

A copy of the Code of Conduct is available on the Company's website or upon request.

Communication to shareholders:

The Board of Directors aims to ensure that shareholders are provided with important information in a timely manner through written and electronic communications. It is for this reason that the Company established a Shareholder Communications Policy during the previous year.

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 Company. Information is communicated to the shareholders through:

· the Annual Report;

· the Annual Information Form;

· the availability of the Company's Quarterly Report, Half-Yearly Report and other announcements distributed to shareholders so requesting;

· adherence to continuous disclosure requirements;

· webcasts of the Company's quarterly results;

· the Annual General Meeting and other meetings called to obtain shareholder approval for Board action as appropriate; and

· the provision of the Company's website containing all of the above mentioned reports and its constant update and maintenance.

The Chairman, CEO and other Directors, communicate with major shareholders on a regular basis in the way of face to face contact, telephone conversations, and analyst and broker briefings, to help better understand the views of the shareholders. Any material feedback is then discussed at Board level.

The Board recognises the importance of keeping the market fully informed of the Company's activities and of communicating openly and clearly with all stakeholders. The Company established a formal Continuous Disclosure Policy during the previous year to ensure that this occurs. The Policy is designed to ensure compliance with the listing rules in all jurisdictions in which the Company is listed. A copy of this Policy is available on the Company's website or by request.

In accordance with the Policy, Company information considered to be material is announced immediately to the LSE and TSX. All key communications are placed immediately on the Company website, and when necessary, provided directly to shareholders. As part of the move to the Main Market of the London Stock Exchange, the Company now complies with the various obligations imposed on it pursuant to the Disclosure Rules and the Transparency Rules ("DTRs").

Statement by the Chief Executive Officer and Chief Financial Officer

The Board receives written assurance from the Chief Executive Officer and Chief Financial Officer to confirm that to the best of their knowledge and belief, 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. The Board notes that due to its nature, internal control assurance from the Chief Financial Officer and Chief Financial Officer can only be reasonable rather than absolute, and therefore is not and cannot be designed to detect all weaknesses in control procedures.

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 04 October 2010.

BY ORDER OF THE BOARD OF DIRECTORS

Josef El-Raghy

Chairman

Please go to the Company website http://www.centamin.com.au/ to access the full and complete version of this document

This information is provided by RNS

The company news service from the London Stock Exchange

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