NOTICE OF ANNUAL GENERAL MEETING TO BE HELD ON WEDNESDAY, 30 MAY 2012 AT 11.00 AM AT THE BISHOPSGATE & CHANCERY ROOMS AT THE ANDAZ HOTEL, LIVERPOOL STREET, LONDON, UNITED KINGDOM

AND

MANAGEMENT INFORMATION CIRCULAR

AND

PROXY FORM

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of the proposals referred to in this document or what action you should take, you are recommended to seek your own personal financial advice from a stockbroker, bank manager, solicitor, accountant, fund manager, or other appropriate independent financial adviser duly authorised under the Financial Services and Markets Act 2000, as amended, if you are in the United Kingdom, or from another appropriately authorised independent financial adviser if you are in a territory outside the United Kingdom.

If you have sold or transferred all of your shares in Centamin plc, please forward this document, together with the accompanying documents, as soon as possible either to the purchaser or transferee or to the person who arranged the sale or transfer so they can pass these documents to the person who now holds the shares.

NOTICE OF ANNUAL GENERAL MEETING

NOTICE is hereby given that the Annual General Meeting (the "Meeting") of shareholders of Centamin plc (the "Company") will be held at the Bishopsgate & Chancery Rooms at the Andaz Hotel, Liverpool Street, London, United Kingdom on Wednesday, 30 May 2012 commencing at 11.00 am (London Time) to consider and, if thought fit, pass, with or without amendments, the following resolutions numbered 1, 2, 3.1 to 3.7, 4.1 to 4.2, 5, and 6 as ordinary resolutions and resolutions 7 and 8 as special resolutions. Each of resolutions 3.1 to 3.7 and 4.1 and 4.2 is to be proposed as a separate resolution.

ORDINARY RESOLUTIONS

Accounts

To receive and adopt the company's annual accounts for the financial year ended 31 December 2011 together with the last directors' report and the auditor's report on those accounts.

Approval of Director's Remuneration Report

To receive and approve the directors' remuneration report (which forms part of the directors' report) for the financial year ended 31 December 2011.

Election of Directors

3.1 To re-elect Josef El-Raghy, who retires in accordance with Article 33 of the Company's articles of association (the Articles) and, being eligible, offers himself for re-election as director.
3.2 To re-elect Trevor Schultz, who retires in accordance with Article 33 of the Company's Articles and, being eligible, offers himself for re-election as director.
3.3 To re-elect Gordon Edward Haslam, who retires in accordance with Article 33 of the Company's Articles and, being eligible, offers himself for re-election as director.
3.4 To re-elect Professor G. Robert Bowker, who retires in accordance with Article 33 of the Company's Articles and, being eligible, offers himself for re-election as director.
3.5 To re-elect Mark Arnesen, who retires in accordance with Article 33 of the Company's Articles and, being eligible, offers himself for re-election as director.
3.6 To re-elect Mark Bankes, who retires in accordance with Article 33 of the Company's Articles and, being eligible, offers himself for re-election as director.
3.7 To re-elect Kevin Tomlinson who was appointed as director during the year and retires in accordance with Article 29 of the Company's Articles and, being eligible, offers himself for re-election as director.

Auditors

4.1 To re-appoint Deloitte LLP as the Company's auditors to hold office from the conclusion of this meeting until the conclusion of the next annual general meeting at which accounts are laid before the company.

4.2 To authorise the directors to agree the remuneration of the auditors.

Approval of the Use of Electronic Communications

That the Company be and is authorised to serve any notice or send or supply any other document or information to a member (or where applicable a nominee) or a holder of any debt securities by making the notice or document or information available on the Company's website or by using other electronic means.

Allotment

1. That the directors be generally and unconditionally authorised, including for the purposes of Article 2.9 of the Articles, to exercise all the powers of the Company to allot relevant securities (as such term is defined in the Articles) up to:
(a) 367,132,460 relevant securities (such amount to be reduced by any relevant securities allotted by the directors pursuant to paragraph (b) of this resolution in excess of 367,132,460); and
(b) solely in connection with an offer by way of a rights issue, 734,264,920 relevant securities (such amount to be reduced by any relevant securities allotted by the directors pursuant to paragraph (a) of this resolution):
- (i) to holders of ordinary shares in proportion (as nearly as may be practicable) to their respective holdings; and
- (ii) to holders of other equity securities as required by the rights of those securities or as the directors otherwise consider necessary,

but subject to such exclusions or other arrangements as the directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates, legal or practical problems in or under the laws of any territory or the requirements of any regulatory body or stock exchange.

The authority granted by this resolution will expire at the conclusion of the next annual general meeting of the Company (unless renewed, varied or revoked by the Company prior to or on such date) save that the Company may, before such expiry make offers or agreements which would or might require relevant securities to be allotted after such expiry and the directors may allot relevant securities in pursuance of any such offer or agreement notwithstanding that the power conferred by this resolution has expired.

SPECIAL RESOLUTIONS

Disapplication of Pre-Emption Rights

1. That, subject to the passing of resolution 6 above, the directors be generally empowered to allot equity securities (as such term is defined in the Articles) pursuant to the authority conferred by resolution 6, as if Article 3.1 of the Articles did not apply, provided that this power shall be limited to:
7.1 the allotment of equity securities pursuant to a rights issue:
(a) to holders of ordinary shares in proportion (as nearly as may be practicable) to their respective holdings;
(b) to holders of other equity securities as required by the rights of those securities or as the Directors otherwise consider necessary,

7.2 the allotment of up to 55,069,869 equity securities (otherwise than immediately pursuant to 7.1 above).

The authority granted by this resolution will expire at the conclusion of the next annual general meeting of the Company (unless renewed, varied or revoked by the Company prior to or on such date) save that the Company may, before such expiry make offers or agreements which would or might require equity securities to be allotted after such expiry and the directors may allot equity securities in pursuance of any such offer or agreement notwithstanding that the power conferred by this resolution has expired.

Market Purchases of Ordinary Shares

1. That the Company be generally and unconditionally authorised:
(a) pursuant to article 57 of the Companies (Jersey) Law 1991, to make market purchases of ordinary shares of no par value in the capital of the Company (Ordinary Shares) on such terms and in such manner as the directors may from time to time determine, provided that:
- (i) the maximum aggregate number of Ordinary Shares authorised to be purchased is 55,069,869;
- (ii) the maximum price (excluding expenses paid by the Company) which may be paid for each Ordinary Share is an amount equal to the highest of:
- (A) an amount equal to 105% of the average of the closing middle market prices for the Ordinary Shares of the Company (derived from the London Stock Exchange Daily Official List) on the five business days immediately preceding the date of purchase; and
- (B) the higher of the price of the last independent trade and the highest current independent bid on the trading venues where the purchase is carried out;
- (iii) the minimum price which may be paid is £0.01 per Ordinary Share; and
- (iv) the authority conferred by this resolution shall expire on 30 August 2013 or, if earlier, at the conclusion of the next annual general meeting, save that the Company may before the resolution expires make a contract to purchase which will or may be executed wholly or partly thereafter and the purchase of Ordinary Shares may be made in pursuant of any such contract; and
(b) pursuant to article 58A of the Companies (Jersey) Law 1991, if the directors of the Company so resolve, to hold as treasury shares any Ordinary Shares purchased pursuant to the authority conferred by paragraph (a) of this resolution.

Dated 4 May 2012

By order of the board,

Chris Aujard Company Secretary

EXPLANATORY NOTES TO SHAREHOLDERS

Please refer to the attached Management Information Circular which accompanies and forms part of this Notice.

MANAGEMENT INFORMATION CIRCULAR ("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 Wednesday, 30 May 2012 commencing at 11.00 am (London Time) ("the Meeting")

EXPLANATORY NOTES

Attendance

1 To be entitled to attend and vote at the Meeting, shareholders must be registered in the Register of Members of the Company at 6.00 pm (London time) on 28 May 2012 (or, in the event of any adjournment, on the date which is two days prior to the time of the adjourned Meeting), and transfers registered after that time shall be disregarded in determining entitlements to attend and vote at the Meeting.
2 All shareholders whose shareholdings are registered in the Register of Members on 3 May 2012 and all non-registered (or beneficial) shareholders holding through the Canadian Register on 13 April 2012 are entitled to receive this Notice of Meeting.
3 Persons who become registered as shareholders of Ordinary Shares or non-registered (or beneficial) shareholders through the Canadian Register at any time after the applicable record date for the Notice of Meeting and on or before the record date for attending and voting at the Meeting shall be entitled to receive from the Company a copy of the Notice of Meeting and this Circular on request to the appropriate share registry.
4 Shareholders intending to attend the Meeting are asked to please arrive before 11.00 am to allow enough time for registration, bringing your attendance card with you. This is attached to your proxy form and will help us to register you more swiftly.

Voting Shares

5 As at 3 May 2012 (being the last business day prior to the publication of this Notice) the Company's issued share capital consists of 1,101,397,381 ordinary shares, carrying one vote each. Therefore, the total voting rights in the Company as at 3 May 2012 is 1,101,397,381.
6 To the knowledge of the directors and executive officers of the Company, as at the date of this Circular, 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.

Proxies

7 This Circular is furnished in connection with the solicitation, by or on behalf of the management of the Company, of proxies to be used at 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.
8 Each member entitled to attend and vote at the Meeting has the right to appoint a proxy (or proxies) to represent them and exercise all or any of their rights to attend, speak and vote at the Meeting or at any adjournment thereof. A member can appoint more than one proxy in relation to the Meeting, provided that each proxy is appointed to exercise the rights attached to a different share(s) held by the member. Further details are set out in the notes to the proxy form. A proxy form which may be used to make this appointment and give proxy instructions accompanies this Circular. You can only appoint a proxy using the procedures set out in these notes and the notes to the proxy form. A proxy may be a person or a company and need not be a member of the Company or the person designated by management in the enclosed proxy form. The right to appoint a proxy of your choice may be exercised by inserting the

name of the person in the blank space provided in the enclosed proxy form or by completing another proxy form. If you do not have a proxy form and believe that you should have one, or if you require additional proxy forms (to appoint more than one proxy), please contact our Registrar's shareholder helpline on +44 (0)807 707 4040.

9 On any poll 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 proxy form 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.
10 The appointment of a proxy will not prevent a shareholder from subsequently attending and voting at the Meeting in person, in which case any votes cast by the proxy will be excluded and your proxy appointment will automatically be terminated. You may also revoke your proxy appointment by depositing an instrument in writing signed by you 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.
11 To appoint a proxy, using the proxy form, the form must be:
completed and signed;
sent or delivered to the Company at:

Jersey, Channel Islands

Computershare Investor Services (Jersey) Limited c/o The Pavilions Bridgwater Road Bristol BS99 6ZY

Canada

Computershare 100 University Avenue 8th Floor Toronto ON M5J 2Y1; and

• received by Computershare Investor Services (Jersey) Limited/Computershare no later than 11am on 28 May 2012.

In the case of a member which is a company, the proxy form must be executed under its common seal or signed on its behalf by an officer of the company or an attorney for the company.

Any power of attorney or any other authority under which the proxy form is signed (or a duly certified copy of such power or authority) must be included with the proxy form.

12 As alternatives to completing the hard-copy proxy form, you can appoint a proxy:

(a) by sending your signed proxy form by email to [email protected] or by facsimile to 0870 703 6109; or

(b) online at www.investorcentre.co.uk/eproxy using your unique Control Number and PIN set out in the enclosed proxy form.

For such electronic proxy appointments to be valid, your appointment must be received by Computershare Investor Services (Jersey) Limited no later than 11am on 28 May 2012.

13 CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the Meeting and any adjournment(s) of it by using the procedures described in the CREST Manual. CREST Personal Members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.

In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with Euroclear UK & Ireland Limited's ("EUI") specifications and must contain the information required for such instructions, as described in the CREST Manual. The message must be transmitted so as to be received by the issuer's agent (ID 3RA50) by no later than 48 hours before the time appointed for the Meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the time stamp applied to the message by the CREST Applications Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.

CREST members and, where applicable, their CREST sponsors or voting service providers should note that EUI does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Article 34 of the Companies (Uncertificated Securities) (Jersey) Order 1999.

14 In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company's register of members in respect of the joint holding (the first named being the most senior).
15 If you submit more than one valid proxy appointment in respect of the same share for use at the same meeting or poll, the appointment received last before the latest time for the receipt of proxies will take precedence.
16 Any person to whom this notice is sent who is a person nominated to enjoy information rights (a "Nominated Person") may, under an agreement between him/her and the shareholder by whom he/she was nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the Meeting. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, he/she may, under any such agreement, have a right to give instructions to the shareholder as to the exercise of voting rights.
17 The statements of the rights of shareholders in relation to the appointment of proxies in these notes do not apply to Nominated Persons. Such rights can only be exercised by shareholders of the Company.
18 Under the Companies (Jersey) Law 1991, a body corporate may only appoint one corporate representative. A share owner which is a body corporate that wishes to allocate its votes to more than one person should use the proxy arrangements.
19 Copies of the following documents are available for inspection during normal business hours at the registered office of the Company, Ogier House, The Esplanade, St Helier, Jersey JE4 9WG and at 14 Berkeley Street, London W1J 8DX on any weekday (Saturdays, Sundays and public holidays excepted) from the date of the Notice and at the place of the Meeting from 11.00 am until the close of the Meeting:
19.1 executive directors' service contracts and letters of appointment for the non-executive directors;
19.2 the directors' deeds of indemnity; and
19.3 the Memorandum and Articles of Association of the Company.

20 Any member attending the Meeting has the right to ask questions. The company must cause to be answered any such question relating to the business being dealt with at the Meeting except in limited circumstances.

RECOMMENDATION

21 The directors of the Company consider that all the proposals to be considered at the Annual General Meeting are in the best interests of the Company and its members as a whole and are most likely to promote the success of the Company for the benefit of its members as a whole. The directors unanimously recommend that you vote in favour of all the proposed resolutions as they intend to do in respect of their own beneficial holdings.

MATTERS TO BE ACTED UPON AT MEETING

Resolutions 1 to 6 are each proposed as ordinary resolutions including the resolutions at 3.1 to 3.7 and 4.1 to 4.2 which will each be proposed as separate resolutions. This means that for each of those resolutions to be passed, more than half of the votes cast must be in favour of the resolution. Resolutions 7 and 8 are proposed as special resolutions. This means that for each of these resolutions to be passed, at least three quarters of the votes cast must be in favour of the resolution.

Resolution 1 – To receive the Annual Report and Accounts for the year ended 31 December 2011

The financial statements and the reports of the directors and auditors for the financial period ended 31 December 2011 will be presented at the Meeting. The Annual Report for the financial period ended 31 December 2011 (the "Annual Report") has been provided to all shareholders. The Annual Report and the Notice of Meeting are 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 in relation to the Annual Report at the Meeting.

Resolution 2 – Remuneration Report

In accordance with accepted best corporate governance practice for a company whose shares are admitted to the premium segment of the Official List of the UK Listing Authority and to trading on the London Stock Exchange's Main Market, the Company will put its report on directors' remuneration to an advisory shareholder vote. As the vote is advisory it will not affect the actual remuneration paid to any individual director. The report on directors' remuneration is set out in full on pages 40 to 45 of the Annual Report and Accounts.

Resolutions 3.1 to 3.7 – Reappointment of Directors

In accordance with the UK Corporate Governance Code and the Company's Articles of Association, all members of the Board will retire at this year's annual general meeting and, being eligible, will each offer themselves for reelection as directors of the Company. Biographies of each of the directors can be found on pages 32 and 33 of the Annual Report.

The following table sets forth information with respect to each person proposed to be nominated for election or reelection 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 3 May 2012. 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 of Centamin plc (Centamin Egypt Limited) Since(1)	Number of Ordinary Shares Beneficially Owned Directly or Indirectly or Over Which Control or Direction is Exercised
Josef El-Raghy	Chairman and Acting CEO	5 December 2011 (26 August	71,445,086
Alexandria, Egypt	Centamin plc	2002)
Trevor Schultz	Executive Director	5 December 2011 (20 May	1,000,000
Rolle, Switzerland	Centamin plc	2008)
Gordon Edward Haslam (3)(4)(5)	Company Director	5 December 2011 (22 March 2011)	50,000
Brussels, Belgium
Graeme Robert Tangye Bowker (2)(4)(5)	Professor, Centre for Arab and Islamic Studies,	5 December 2011 (21 July 2008)	Nil
Garran ACT, Australia	Australian National
	University
Mark Arnesen (2)(3)(5)	Independent Consultant	5 December 2011 (24	15,000
Manly, New South Wales,		February 2011)
Australia
Mark Bankes (2)(3)(4)	International Corporate	5 December 2011 (24	60,000

France	Lawyer	February 2011)
Kevin Tomlinson(2)(5)	Company Director	17 January 2012 (Not	Nil
United Kingdom		applicable)

Notes:

(1) As referred to in the Annual Report and Accounts, on 30 December 2011, the Centamin group successfully implemented a scheme of arrangement whereby Centamin plc became the ultimate holding of the group and Centamin Egypt Limited, the Centamin group's former ultimate holding company, became a subsidiary of Centamin plc. The then current directors of Centamin Egypt Limited became directors of Centamin plc on 5 December 2011.

(2) Member of the Health Safety Environmental and Social ("HSES") Committee.

(3) Member of the Audit and Risk Committee.

(4) Member of Compliance/Corporate Governance Committee.

(5) Member of the Nomination and Remuneration Committees.

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:-

Josef El-Raghy from 26 August 2002 until 3 March 2010, Mr El-Raghy was the Managing Director/CEO of Centamin Egypt Limited. He transitioned to the role of Chairman of Centamin Egypt Limited on 3 March 2010,when Mr Harry Michael assumed the role of CEO. Following the sudden passing away of Mr Michael on 17 November 2011, Mr El-Raghy assumed the role of acting CEO of Centamin Egypt Limited.
Trevor Stanley Schultz prior to his appointment as Executive Director of Operations, he was a mining consultant for various companies. Mr Schultz is currently a director of Pacific Road Capital Management.
Gordon Edward Haslam Since 1 June 2007, Mr Haslam has been Chairman of the London Stock Exchange listed Talvivaara plc and since 1 May 2004 has been a non executive director of Aquarius Platinum Ltd. In addition, Mr Haslam has been the Senior Independent Director of the London Stock Exchange listed South African Namakwa Diamonds Ltd since 19 December 2007, and was a director of Cluff Gold Plc until September 2007.
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.
Mark Arnesen Mr Arnesen was previously the Financial Director of Moto Goldmines Limited from November 2006 until the company was taken over by Randgold Resources Limited in late 2009. He was a Non-Executive Director of Natasa Mining Limited (2006 – 2010) and now sits on their Advisory Board. He was a Non-Executive Director of Asian Mineral Resources during 2010. He is currently the sole director of ARM Advisors Proprietary Limited and joined the Board of Gulf Industrials Limited as CEO in February 2012.
Mark Bankes From May 1994 to October 2007, Mr Bankes was a partner in Norton Rose LLP. In October 2007, Mr Bankes started his own business, Bankes Consulting EURL. Mr Bankes continues to provide consulting services to Norton Rose.
Kevin Tomlinson Mr Tomlinson was previously Managing Director of Investment Banking at Westwind Partners/Stifel Nicolaus Weisel, where he advised a number of gold, base metal and nickel companies, including Centamin Egypt Limited. Prior to that he was the Director of Natural Resources at Williams de Broë and Head of Research for Hartley's Ltd. Mr Tomlinson has also worked with various Australian and Canadian-based natural resources companies, including Austminex N.L, where he held the position of Chief Executive Officer, and Plutonic Resources Limited, where he was Manager, Exploration. In addition, he was Non-Executive Chairman of Medusa Mining Limited from October 2005 to January 2010, the Non-Executive Chairman of Dragon Mountain Gold from January 2006 to October 2008 and is currently a non executive director of Samco Gold Limited and Olympus Pacific Minerals Inc.

Resolutions 4.1 and 4.2 – Reappointment of Auditors

Resolutions 4.1 and 4.2 relate to the reappointment of Deloitte LLP as the Company's auditors to hold office until the next AGM of the Company and to authorise the Directors to set their remuneration.

Resolution 5 – Electronic Communications

The electronic communications provisions in the Disclosure Rules and Transparency Rules (DTR) apply to issuers with transferable securities admitted to trading on a regulated market in the UK and provide that if a company wishes to use electronic means to communicate with shareholders there are certain procedures with which it must comply. These include that the decision to use electronic means must be taken in general meeting and that shareholders must be contacted in writing to request their consent to the use of electronic communications. The Company intends to write to all shareholders for this purpose at a later date.

Resolution 6 – Allotment of share capital

The purpose of Resolution 6 is to renew the Directors' power to allot relevant securities.

The authority in paragraph (a) will allow the directors to allot up to 367,132,460 new shares and other relevant securities which is equivalent to approximately one-third of the total issued ordinary share capital of the Company as at 3 May 2012.

Consistent with the guidance issued by the Association of British Insurers (ABI) concerning directors' power to allot share capital in the context of a rights issue, the authority in paragraph (b) will allow the directors to allot up to 734,264,920 new shares and other relevant securities only in connection with a rights issue (as reduced by the number of relevant securities issued under the authority conferred by paragraph (a)), which is equivalent to approximately two-thirds of the total issued share capital of the Company as at 3 May 2012.

The power will last until the conclusion of the next AGM in 2013.

As at close of business on 3 May 2012 the Company did not hold any treasury shares.

There are no present plans to undertake a rights issue or to allot new shares other than in connection with employee share plans. The directors consider it desirable to have the maximum flexibility permitted by corporate governance guidelines to respond to market developments and to enable allotments to take place to finance business opportunities as they arise.

For the purposes of this resolution, a "relevant security" has the meaning given in the Company's Articles of Association, being shares in the Company other than subscriber shares, or shares allotted pursuant to an Employee Share Scheme (as defined in the Articles), and any right to subscribe for or to convert any security into, shares in the Company. For the avoidance of doubt any reference to the allotment of relevant securities includes the grant of such a right but not the allotment of Shares pursuant to such a right.

References to the allotment of "relevant securities" in the resolution shall be construed accordingly.

Resolution 7 – Disapplication of statutory pre-emption rights

Resolution 7 will give the Directors authority to allot shares in the capital of the Company pursuant to the authority granted under Resolution 6 above for cash without complying with the pre-emption rights in the Company's Articles of Association in certain circumstances. In the light of the new ABI guidelines described in relation to Resolution 6 above, this authority will permit the Directors to allot:

(a) up to 734,264,920 equity securities (as such term is defined in the Articles) representing approximately two-thirds of the Company's issued ordinary share capital on an offer to existing shareholders on a preemptive basis. However unless the shares are allotted pursuant to a rights issue (rather than an open offer), the Directors may only allot up to 367,132,460 equity securities, representing one-third of the Company's issued share capital (in each case subject to any adjustments, such as for fractional entitlements and overseas shareholders, as the Directors see fit); and

(b) up to 55,069,869 equity securities (as such term is defined in the Articles), representing approximately 5% of the issued ordinary share capital of the Company as at 3 May 2012 (the latest practicable date prior to publication of this notice) otherwise than in connection with an offer to existing shareholders.

The Directors have no present intention of exercising this authority.

The Directors confirm their intention to follow the provisions of the Pre-emption Group's Statement of Principles regarding cumulative use of such authorities within a rolling three-year period. The Principles provide that companies should not issue shares for cash representing more than 7.5% of the Company's issued share capital in any rolling three-year period, other than to existing shareholders, without prior consultation with shareholders.

Resolution 8 – Market Purchases of Ordinary Shares

(a) Share Capital

As at 3 May 2012, the issued share capital of the Company comprised 1,101,397,381 Ordinary Shares.

Subject to the passing of the special resolution at the Meeting granting the proposed mandate to the directors of the Company to repurchase Ordinary Shares (the "Repurchase Mandate") and on the basis that no further Ordinary Shares are issued or repurchased up to the date of the Meeting, the Company will be allowed to repurchase Ordinary Shares up to a maximum number of 55,069,869 Ordinary Shares during the period ending on the earlier of the conclusion of the next annual general meeting of the Company and the date by which the next annual general meeting of the Company is required to be held by the Articles or any applicable law.

(b) Reasons for Repurchase

The Directors present intention is that the authority to repurchase Ordinary Shares will only be used to enable the repurchase of Ordinary Shares that have been issued to and subsequently forfeited by participants under the Company's Loan Funded Share Plans. However, the Directors believe that it is in the best interests of the Company and the shareholders to seek a general authority from the shareholders to enable the Company to repurchase Ordinary Shares on market. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value of the Company and/or earnings per share and will only be made in compliance with the Listing Rules and all applicable laws and regulations and when the Directors believe that such a repurchase will benefit the Company and the shareholders as a whole.

(c) Funding of Repurchase

Repurchases made pursuant to the proposed Repurchase Mandate would be funded out of funds legally available for the purpose in accordance with the Articles and the laws of Jersey.

The price payable for Ordinary Shares purchased pursuant to the Repurchase Mandate must not be equal to or be higher than 105% of the average closing market price as derived from the London Stock Exchange Daily Official List for such Ordinary Shares for the five trading days immediately preceding the date of purchase and not less than £0.01. Any share repurchase will also need to comply with the requirements of applicable Canadian securities law.

On the basis of the consolidated financial position of the Company as at 31 December 2011, being the date of its latest audited accounts, the Directors consider that if the Repurchase Mandate were to be exercised in full at the currently prevailing market value, it may have a material adverse impact on the working capital position and gearing position of the Company. The Directors do not propose to exercise the Repurchase Mandate to such an extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company as compared with the position disclosed in the latest published audited financial statements or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

(d) Share Repurchase

From 30 December 2011 (the date on which the Ordinary Shares were listed on the London and Toronto Stock Exchanges) to 3 May 2012 no purchases of Ordinary Shares have been made by the Company whether on these stock exchanges or otherwise.

(e) General Information and Undertakings

None of the Directors or, to the best of the knowledge of the Directors having made all reasonable enquiries, any of their associates (as defined in the Listing Rules) currently intend to sell Ordinary Shares to the Company or its subsidiaries.

No connected person of the Company, as defined in the Listing Rules, has notified the Company that he has a present intention to sell Ordinary Shares to the Company, or has undertaken not to do so in the event that the Company is authorised to make purchases of the Ordinary Shares.

Voting of proxies by the Chairman

In the absence of a contrary instruction, the person designated by management of the Company in the enclosed proxy form intends to vote FOR each of the proposed resolutions, unless the shareholder who has given the proxy has directed that the Ordinary Shares represented thereby be voted against such resolutions. In order to be effective, the ordinary resolutions proposed must be approved by a simple majority of the votes cast by the shareholders at the Meeting in person or by proxy, while the special resolutions must be approved by 75% of the votes cast by the shareholders at the Meeting in person or by proxy.

EXECUTIVE COMPENSATION

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 31 December 2011, 31 December 2010 and 30 June 2010 by the Company's Chairman and acting Chief Executive Officer, former Chief Executive Officer, Chief Financial Officer and the Company's three other most highly compensated executive officers (collectively, the "Named Executive Officers" or "NEOs").

All amounts referred to in this Circular that were paid or incurred in Australian Dollars or Pounds Sterling have been converted into US Dollars using the following exchange rates, being exchange rate averages for the 2011 year: A\$1:US\$ 1.0329; £1:US\$1.618.

Name and principal position	Year (5)	Salary	Share based awards(1)	Option based awards		Non-equity incentive plan compensation		All other compensation	Total compensation
		(\$)	(\$)	(\$)	(\$)		(\$)	(\$)	(\$)
					Annual incentive plans	Long-term incentive plans
Josef El Raghy Chairman	31-Dec 11	619,740	684,000	-	671,385	-	-	-	1,975,125
and Acting Chief Executive Officer(2)	31-Dec 10	336,740	-	-	870,072	-	-	2,581	1,209,392
	30-Jun 10	476,145	-	-	-	-	-	68,928	545,073
Harry Michael	31-Dec 11	412,501	152,000	-	774,675	-	-	-	1,339,176
Former Chief Executive Officer (2)	31-Dec 10	271,850	-	-	-	-	-	23,240	295,090
	30-Jun 10	166,005	-	-	-	-	-	13,394	179,399
Trevor Schultz	31-Dec 11	568,095	684,000	-	413,160	-	-	-	1,665,255
Executive Director of Operations	31-Dec 10	301,271	-	-	368,501	-	-	-	657,521
	30-Jun 10	402,267	-	-	-	-	-	147,426	549,693
Pierre Louw	31-Dec 11	189,291	263,660	-	-	-	-	-	452,951
Chief Financial Officer(3)	31-Dec 10	-	-	-	-	-	-	-	-
	30-Jun 10	-	-	-	-	-	-	-	-
Christopher Aujard General	31-Dec 11	162,262	-	-	-	-	-	-	162,262
Counsel and Company Secretary (4)	31-Dec 10	-	-	-	-	-	-	-	-
	30-Jun 10	-	-	-	-	-	-	-	-
Heidi Brown	31-Dec 11	185,922	120,000	-	-	-	-	16,536	322,458
Company Secretary	31-Dec 10	105,181	-	-	157,168	-	-	8,291	270,640
	30-Jun 10	164,015	-	-	-	-	-	44,675	208,690

Notes:

(1) This column identifies the value of awards made under the Company's Loan Funded Share Plans. The weighted average fair value of shares issued under the Loan Funded Share Plans during 2011 was US\$2.0193. Under the terms of the Loan Funded Share Plans, the Company has provided limited recourse and interest free loans to certain employees of the Company for the purpose of acquiring the shares in the Company. The purchase of the shares has been funded by these loans and the shares will not vest until certain performance conditions are met. In the event the performance conditions are not met, or the shares are forfeited by the participant, the Company can either re-acquire the shares or direct the trustee to sell them on, offsetting the proceeds against the outstanding loan amount and waiving the remainder of the loan. Subject to performance conditions and time based hurdles being met, loans will be repayable by the relevant employees in full on the earlier of the termination date of the loan (three years from the date of issue) or the date on which the shares are disposed of.
(2) Mr Michael joined Centamin Egypt Limited on 3 March 2010 as Chief Executive Officer. Mr Michael passed away suddenly on 17 November 2011 and at that time Mr El-Raghy assumed the role of acting CEO of Centamin Egypt Limited.
(3) Mr Louw joined Centamin Egypt Limited on 13 May 2011 as Chief Financial Officer. Mr Louw's annual salary is US\$335,693.
(4) Mr Aujard joined Centamin Egypt Limited on 24 May 2011 as General Counsel and Company Secretary. Mr Aujard's annual salary is US\$291,240.
(5) The Company changed its accounting reference date from 30 June to 31 December in 2010. The financial year ending 31 December 2010 represents the six month period from 1 July to 31 December 2010. The prior year's comparative data represents the twelve month movement through to 30 June 2010.

Outstanding Option-Based and Share-Based Awards

The following table sets out for each Named Executive Officer information concerning all option-based and sharebased awards outstanding as of 31 December, 2011. (This includes awards granted before the most recently completed financial year.)

	Option-based Awards			Share-based Awards
Name	Number of securities underlying unexercised options (number)	Option exercise price (\$)	Option expiration date	Value of unexercised in the-money options (\$)	Number of shares or units of shares that have not vested (number)	Market or payout value of share based awards that have not vested (\$)	Market or payout value of vested share-based awards not paid out or distributed (\$)
Josef El Raghy Chairman and Acting Chief Executive Officer	1,000,000	2.05	21 March 2014	-	1,000,000	1,319,479	-
Harry Michael Former Chief Executive Officer	222,222	2.05	21 March 2014	-	222,222	293,217	-
Trevor Schultz Executive Director of Operations (4)	1,000,000	2.05	21 March 2014	-	1,000,000	1,319,479	-
Pierre Louw Chief Financial Officer	600,000	1.89	21 June 2014	-	600,000	791,687	-
Christopher Aujard General Counsel and Company	-	-	-	-	-	--	-

Secretary
Heidi Brown Company Secretary	225,000	2.05	21 March 2014	-	225,000	296,883	-

Value Vested or Earned During the Year

The following table sets out for each Named Executive Officer information concerning the value of incentive plan awards—option-based and share-based awards as well as non-equity incentive plan compensation—vested or earned during the financial year ended 31 December 2011.

Name	Option-based awards – Value vested during the year (\$)	Share-based awards – Value vested during the year (\$)	Non-equity incentive plan compensation – Value earned during the year (\$)
Josef El-Raghy Chairman and Acting Chief Executive Officer	-	-	-
Harry Michael Former Chief Executive Officer	-	-	-
Trevor Schultz Executive Director of Operations (4)	-	-	-
Pierre Louw Chief Financial Officer	-	-	-
Christopher Aujard General Counsel and Company Secretary	-	-	-
Heidi Brown Company Secretary	-	-	-

Stock Options / LTIA

The Company has one primary long-term incentive arrangement (the "LTIA"), which is similar to an option scheme and was designed to allow the recipient to benefit from growth in the share price over a three year period. The arrangement has three plans that are all intended to achieve similar benefits. These are:

The 2011 Employee Loan Funded Share Plan (Employee Plan) this is the roll-over plan for the Centamin Egypt Ltd 2011 Employee Loan Funded Share Plan. Under the plan, employees receive a loan to buy shares in the Company. The shares are then held in trust for the employee and at the end of three years the employees can repay the loan and receive the shares. The loan is subject to a maximum repayment period of 3 years. Shares under the Employee Plan vest in tranches on the first, second and third year following grant and vesting is subject to the satisfaction of applicable performance criteria. A summary of the terms of the Employee Plan is provided in Appendix A.
The 2011 Executive Director Loan Funded Share Plan (Director Plan) this is again a roll-over plan of the Centamin Egypt 2011 Executive Director Loan Funded Share Plan. The plan operates in exactly the same way as the Employee Plan, except that there are mandatory performance conditions attached to the Director Plan, and that the shares vest in one tranche, three years from grant. A summary of the terms of the Director Plan is provided in Appendix B.
The 2011 Employee Share Option Plan. This plan was introduced for UK participants in order to provide similar benefits to those which were available to participants in the other plans. This plan was established as part of the re-domicile given that the provision of loans and the holding of shares was not appropriate for UK participants. A summary of the terms of the 2011 Employee Share Option Plan is provided in Appendix C.

The maximum award level under each plan is 400% of base salary at the date of grant. Awards are expected to be made on an annual basis. Options must be exercised/loans repaid after three years from the date of grant. In making awards, the Remuneration Committee takes into consideration awards made to participants in previous years.

The release of benefits under the Director Plan is dependent upon the achievement of comparative Total Shareholder Return with 50% based upon the FTSE 250 and 50% based upon comparator companies. Twenty-five per cent. of the award will vest for median performance and 100% for upper quartile performance under each element. There is no formal performance requirement for the release of benefits under the Employee or Option plans, although performance criteria are included in respect of senior management based upon share price, financial, production or key tasks. Comparator companies are selected by the Remuneration Committee from peers in the mining sector and reviewed from time to time by the committee. The comparators are presently Alamos Gold Inc., Eldorado Gold Corporation, Centerra Gold Inc., New Gold Inc., Randgold Resources, Petropavlovsk Plc., Hochschild Mining Plc. and African Barrick Gold Group. The overall intention of the LTIA as regards directors and senior employees, in comparison to its peers, is to reward directors and senior employees for performance that meets Company objectives and delivers results that benefit shareholders.

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 period ended 31 December 2011, the Company or its subsidiaries were party to employment contracts with each of Messrs Josef El-Raghy, Harry Michael, Trevor Schultz, Pierre Louw and Christopher Aujard and Ms Heidi Brown. The compensation of Messrs Josef El-Raghy, Harry Michael, Trevor Schultz, Pierre Louw and Christopher Aujard and Ms 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 and Acting CEO

term: 3 years (expiring 01 September 2013), 6 months notice of termination period
base salary: US\$619,740, reviewed annually by the Remuneration Committee. The Company also paid Egyptian employment taxes of US\$61,245 on behalf of Mr El-Raghy for 2011
in the event of a change of control of the Company, Mr El-Raghy shall be entitled to an unconditional contractual 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: US\$568,095 including superannuation, reviewed annually by the Remuneration Committee
in the event of a change of control of the Company, Mr Michael shall be entitled to receive an unconditional contractual payment of 24 months remuneration
again it is noted that Mr Michael passed away suddenly on 17 November 2011

Trevor Schultz, Executive Director of Operations

term: indefinite with a 3 month notice of termination period
base salary: US\$568,095, reviewed annually by the Remuneration Committee. The Company also paid Egyptian employment taxes of US\$108,904 on behalf of Mr Schultz for 2011

Pierre Louw, Chief Financial Officer (appointed 13 May 2011)

term: 2 years (expiring 20 April 2013), 3 months notice of termination period
base salary: US\$335,693, reviewed annually by the Remuneration Committee. The Company also paid Egyptian employment taxes of US\$43,233 on behalf of Mr Louw for 2011
in the event of a change of control of the Company, Mr Louw shall be entitled to receive an unconditional contractual payment of 12 months remuneration

Christopher Aujard, General Counsel and Company Secretary (appointed 23 May 2011)

term: indefinite with a 6 month notice of termination period
base salary: US\$291,240, reviewed annually by the Remuneration Committee
in the event of a change of control of the Company, Mr Aujard shall be entitled to receive an unconditional contractual payment of 12 months remuneration

Heidi Brown, Company Secretary

term: indefinite with a 3 month notice of termination period
base salary: US\$202,655, reviewed annually by the Remuneration Committee
in the event of a change of control of the Company, Ms Brown shall be entitled to receive an unconditional contractual payment of 12 months remuneration

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 of 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 letters of appointment, under which their term of appointment is contingent on satisfactory performance and re-election each year in accordance with the Company's Articles of Association. Annual re-election is consistent with paragraph B.7.1 of the UK Corporate Governance Code, which requires all directors of FTSE 350 companies to be subject to annual election by shareholders.

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
Graeme Robert Bowker	26 May 2011
Mark Arnesen	26 May 2011
Mark Bankes	26 May 2011
Gordon Edward Haslam	26 May 2011
Kevin Tomlinson	N/A (subject to re-election at this AGM)

Composition of the Nomination and Remuneration Committees

At 31 December 2011, the Nomination and Remuneration Committees were composed of Mr Haslam (Chairman), Mr Arnesen and Professor Bowker. Mr Tomlinson joined the committees in April 2012. Each member of the committees is an unrelated, non executive director of the Company.

Remuneration Philosophy

The remuneration philosophy is designed on the following principles:-

shareholders' interests are best served by remuneration packages which have a large emphasis on performance related pay;
emphasis on performance will encourage the Executives to focus on delivering the business strategy;
the structure of the package will ensure fair reward for performance such that exceptional remuneration will only be justified where performance is exceptional; and
collective working amongst the executive directors and senior management team will lead to enhanced performance and a stronger management team as well as talent management.

Reward Strategy

The Company's reward strategy is to use the reward tools described below for the executive directors and senior management in a way that achieves a reward that is fair and reasonable and reflects the performance of the business and the reward that shareholders in the Company achieve. The Remuneration Committee looks at the totality of the reward potential in reaching decisions about remuneration.

The Remuneration Committee seeks to set base salaries competitively against the market, aiming to be fair but not excessive. The rewards for the executive directors have been established on a collegiate basis with the base pay being very similar for each director and the bonus opportunity being the same. The weighting of the overall package is in favour of variable pay, with the annual bonus scheme being primarily focused on shorter term financial and production targets and the long-term bonus scheme being focused on relative shareholder return. It is intended that this policy will continue for the coming year, subject to the review as referred to in the Annual Report and Accounts.

During 2011, the Remuneration Committee took advice from legal counsel in carrying out its role. Company risk, including any risks associated with remuneration policy, are monitored by the Audit and Risk Committee (which reports to the Board) and the view of the Board is that the current remuneration packages offered by the Company are not likely to encourage inappropriate risk taking.

Further information about the Company's reward strategy is contained in the Company's Remuneration Policy and the Annual Report and Accounts, each of which are available on the Company's website.

Payment of a base salary

Salaries are reviewed annually and reflect the relative skills and experience of, and contribution made by, the individual. This fixed element of our remuneration packages is competitive, but not excessive, against the markets in which the Company competes for talent. The Company benchmarks salaries against those paid by other companies in the mining sector and the Company's sub-sector (gold).

Payment of an annual performance bonus

Payment of bonuses to the executive directors is based upon the achievement of four performance measures and the weighting of each measure differs for each director as shown below:

Share price performance
Production/cost performance against budget
Expansion capital cost within time and budget
Securing of addition exploration acreage

Director	Stock Price	Production	Expansion Capital Cost	Acreage	Max bonus as % of base
Chairman	50%	20%	10%	20%	166%
Chief Executive Officer	30%	50%	10%	10%	182%
Director of Operations	20%	20%	50%	10%	182%

For senior management the annual bonus is based upon the delivery of business performance and is set on a role by role basis.

Long term share based rewards

Details of the Company's long term incentive arrangements are set out above under "Stock Options" heading.

Benefits and pensions

Other benefits include expatriate medical insurances, payment of Egyptian taxes for expatriate employees and in a few instances, spousal travel.

There are no schemes for retirement benefits other than statutory superannuation for Australian resident directors and senior management, currently Professor Robert Bowker, and Mrs Heidi Brown.
There is no Board policy in relation to limiting the recipients' exposure to risk in relation to securities, and they are not prohibited from purchasing financial instruments to hedge or offset a decrease in market value of equity securities granted as compensation or held by a recipient. 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 and the FTSE 250 Index over the past five years assuming \$100 was invested on 30 June 2007. 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.

	December	December	December	December	December
	2007	2008	2009	2010	2011
Centamin plc / Centamin Egypt	100.00	70.886	206.751	297.722	139.072
S&P/TSX Composite Total Return Index	100.00	66.987	90.466	106.410	97.142
S&P/ASX Accumulation 300 Industrials Index	100.00	60.048	80.552	78.486	75.503
FTSE 250 Index	100.00	61.857	93.218	118.858	106.956

Notes:

1. On 30 December 2011, the Centamin group successfully implemented a Scheme of Arrangement whereby the Company (Centamin plc), a company incorporated under the laws of Jersey, became the ultimate holding of the group ("the Redomicile"). Under the scheme, the shares in the Company were exchanged on a one for one basis for shares in Centamin Egypt Limited. Trading in the shares of the Company on the London Stock Exchange and on the Toronto Stock Exchange began on 30 December 2011, immediately following the cessation of trading of shares in Centamin Egypt Limited.
1. On 6 November 2009, the Ordinary Shares of Centamin Egypt Limited were listed on the London Stock Exchange and were no longer listed on the AIM. On 29 January 2011, the Ordinary Shares were delisted from the Australian Stock Exchange at Centamin Egypt Limited's request. Ordinary Shares commenced trading on the Toronto Stock Exchange on 5 April 2007 at a price of C\$0.90 per share. On 30 June 2007, the price of Ordinary Shares listed on the Toronto Stock Exchange 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, on 31 December 2010, the price was C\$2.59 per share and on 31 December 2011, the price was C\$2.78 per share.

Compensation levels for the NEOs over the period indicated above generally increased in a manner consistent with the trend of total return on investment charted for the Company in the performance graph, reflecting the higher proportion of ''at risk'' compensation for the NEOs. However, note that this trend was disturbed by the decrease in the Company's share price during 2011.

Compensation of Directors

During the financial period ended 31 December 2011, 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:

Director Compensation Table

Name	Fees earned (\$)	Share-based awards (\$)	Option based awards (\$)	Non-equity incentive plan compensation (\$)	Pension value (\$)	All other compensation (\$)	Total (\$)
Josef El-Raghy	619,740	-	-	671,385	-	-	1,291,125
Harry Michael	412,501	-	-	774,675	-	-	1,187,176
Trevor Schultz	568,095	-	-	413,160	-	-	981,255
Robert Bowker	54,229	-	-	-	20,556	54,229	129,015
Gordon Edward Haslam	99,505	-	-	-	-	-	99,505
Mark Bankes	94,483	-	-	-	-	-	94,483
Mark Arnesen	86,681	-	-	-	7,801	-	94,483
Kevin Tomlinson	-	-	-	-	-	-	-

Directors are entitled to be reimbursed for expenses incurred by them in their capacity as directors. Directors who are also officers or employees of the Company were not paid any amount as a result of their serving as directors of the Company.

Non executive directors receive annual fees within an aggregate Directors' fee pool limited to an amount which is approved by shareholders. The 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. During the period, the remuneration structure for non executive directors was as follows:-

Chairman of a Board Committee US\$16,180per annum
Member of a Board Committee US\$8,090 per annum
Senior Independent Non Executive Director US\$16,180 per annum
Annual Base Fee US\$80,906 per annum

These amounts include any statutory superannuation payments where applicable.

The Company reviewed the fees of the non-executive directors during the year and determined that no increase in non-executive direction fees should be awarded during the year.

Indebtedness of Directors and Executive Officers

Aggregate Indebtedness (including Financially Assisted Indebtedness) Disclosure

The following table sets out the aggregate outstanding indebtedness, as at 4 April 2012, of all current and former executive officers, Directors and employees of the Company or any of its subsidiaries, to the Company and any of its subsidiaries, and to other entities if the indebtedness to such other entities is the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the issuer or any of its subsidiaries.

Aggregate Indebtedness (\$)
To the Corporation Purpose To Another Entity or its Subsidiaries
Share Purchases	13,536,392	-
Other	-	-

The following table sets out the indebtedness of Directors and executive officers of the Company (including any person who, during the financial year ended 31 December 2011, was, but is not at the date of this Circular, a director or executive officer of the Company), nominees for election as Directors, and any associates of any of the foregoing persons, during the financial year ended 31 December 2011 to the Company or its subsidiaries, or to other entities if the indebtedness to such other entities is the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Company or any of its subsidiaries.

Name and Principal Position	Involvement of Issuer or Subsidiary	Largest Amount Outstanding During the Financial Year Ended 31 December 2011 (\$)	Amount Outstanding as at 4 April 2012 (\$)	Financially Assisted Securities Purchases During the Financial Year Ended 31 December 2011 (number)	Security for Indebtedn ess	Amount Forgiven During the Financial Year Ended 31 December 2011 (\$)
Securities Purchase Programs
Josef El-Raghy	Issuer	2,045,000	2,045,000	1,000,000	-	-
Harry Michael	Issuer	2,045,000	454,444	222,222	-	-
Trevor Schultz	Issuer	2,045,000	2,045,000	1,000,000	-	-
Robert Bowker	-	-	-	-	-	-
Gordon Edward Haslam	-	-	-	-	-	-
Mark Bankes	-	-	-	-	-	-
Mark Arnesen	-	-	-	-	-	-
Kevin Tomlinson	-	-	-	-	-	-
Pierre Louw	Issuer	1,136,400	1,136,400	600,000	-	-
Christopher Aujard	-	-	-	-	-	-
Heidi Brown	Issuer	460,125	460,125	225,000	-	-
Other Programs
-	-	-	-	-	-	-

Indebtedness of Directors and Executive Officers Under (1) Securities Purchase and (2) Other Programs

The indebtedness described in the two tables above relates to amounts advanced under the 2011 Employee Loan Funded Share Plan and 2011 Executive Director Loan Funded Share Plan. Further details of these plans are set out above under the heading "Stock Options / LTIA" and in Appendices A and B.

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 US\$10,329,000, subject to a US\$258,225 deductible. The premium paid by the Company for this coverage was US\$27,664.33.

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 31 December 2011)	Weighted – Average Exercise Price of Outstanding Options (as at 31 December 2011) (US\$)	Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (excluding securities reflected in (a)) (as at 31 December 2011)
	(a)	(b)	(c)
Options issued under the LTIA	7,472,222	2.00547	-
Other options issued (1) (approved by Shareholders)	1,630,150	1.20	-
Total	9,102,372	1.86	-

Note: (1) 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 31 December 2011, none of these options had been exercised.

Particulars of the Company's LTIA are set out above under the "Stock Options" heading. No shares or options have been issued under the LTIA other than in connection with the re domiciliation of the Company and as announced by the Company on 10 April 2012.

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

The Board is fully committed to the principle of best practice in corporate governance. The text below describes, amongst other things, how the Company has applied the main principles of the UK Corporate Governance Code ("the Code"). Unless disclosed below, the 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 period ended 31 December 2011. 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. A copy of the Code is available at www.frc.org.uk.

The Company's principal activity and strategy is the exploration and development of precious and base metals, production of gold and ongoing development at the Sukari project.

Board Composition

The Board comprised between seven and nine Directors during the reporting period, and currently has seven Directors, of whom the Chairman/Acting CEO and the Executive Director of Operations are the only Executive Directors. The UK Corporate Governance Code 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. As noted above, following the passing away of former CEO Harry Michael, Mr El-Raghy again assumed the role of CEO on an interim basis.

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.

Name	Position	Committees
Josef El-Raghy	Chairman and Acting CEO	-
Trevor Schultz	Executive Director	-
Mark Arnesen	Independent Non Executive Director	Audit and Risk Committee (Chairman)
		Nomination and Remuneration Committees
		HSES Committee
Mark Bankes	Independent Non Executive Director	Compliance / Corporate Governance
		(Chairman) Committee
		Audit and Risk Committee
		HSES Committee
G Edward Haslam	Senior Independent Non Executive	Audit and Risk Committee
	Director	Nomination and Remuneration Committees
		(Chairman)
Kevin Tomlinson	Independent Non Executive Director	Nomination and Remuneration Committees
		HSES Committee
Professor G	Independent Non Executive Director	HSES Committee (Chairman)
Robert T Bowker		Nomination and Remuneration Committees
		Compliance / Corporate Governance
		Committee

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

Josef El-Raghy 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 is a Director of the wholly owned subsidiary, Centamin Limited. Josef El-Raghy, Trevor Schultz, G Edward Haslam, Mark Arnesen and Mark Bankes are directors of wholly owned subsidiary Centamin Egypt 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.

The Board has developed written position descriptions for the Chairman, the Senior Non Executive Director and the chair of each Board committee. These position descriptions are contained in the Board and committee charters.

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 Code. Based on this Policy, the majority of the Board are considered by the Board to be independent Non Executive Directors.

The Company's Articles of Association each director must retire at each Annual General Meeting and may then offer himself for re-election. Accordingly each of the current directors will offer themselves for re-election at the Meeting.

Meetings of Independent Directors

The Senior Independent Director is responsible for convening and chairing regular meetings with the other Non Executive Directors (without the executives being present), for meeting with a range of major shareholders on a regular basis in order to help develop a balanced understanding of the issues for and concerns of major shareholders, for liaising with the Chairman regarding shareholder communications (if appropriate) and for undertaking performance evaluations of the Chairman.

Mr Ed Haslam was appointed Senior Independent Director of Centamin Egypt Limited on 22 March 2011 and has retained this position with the Company. Mr Haslam and the other Non Executive Directors have held numerous informal meetings during 2011, at which Executive Directors and management have not been in attendance, and a formal meeting of the Non Executive Directors is planned to coincide with the Annual General Meeting.

Allocation of responsibilities

The roles of Chairman and Chief Executive Officer have previously been strictly separated as defined in the Group's Board Charter and the relevant employment contracts. However, as discussed in this Circular and the Annual Report and Accounts, following the sudden passing away of Mr Harry Michael, the group's former CEO, Josef El-Raghy has assumed the role of acting CEO (alongside the role of Chairman) until a successor can be found.

How the Board Operates

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 Group, 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 Control: The Board of Directors and the audit committee of the Board of Directors oversee the Group'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 4 regularly scheduled meetings in each year. Additional meetings may be held depending upon opportunities or issues to be dealt with by the Company from time to time.

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 and education programme for new Directors begins with new Board members receiving an orientation package which includes reports on operations and results, public disclosure filings by the Company, a directors' responsibilities memorandum prepared by the Company's legal counsel and copies of relevant Company charters and policies. Board meetings are combined with presentations by the Company's management and employees to give the Directors additional insight into the Group's business. In addition, management of the Group makes itself available for discussion with all members of the Board of Directors and new directors are provided with the opportunity to visit the Company's Sukari project.

Managing risks

The Board meets regularly to evaluate, control, review and implement the Group'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 Group'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 Group'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 Group'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 standardised 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 Group's business and operations along with the Group's risk tolerance. The Group has developed a series of operational risks which the Group believes to be inherent to the Group. These operational risks are summarised in the Management, Discussion and Analysis section of the Annual Report. Mitigation and optimisation 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 deployed a formal process for evaluation of the Board, the Board members, and Board committees during the relevant period. A formal Board evaluation questionnaire was delivered to each member of the Board for completion. The questionnaire covered questions on the structure of the Board, the selection of management, strategy determination, etc, as well questions on each Director's personal contribution to the board and the Company's Committees. However, given that the majority of the Directors were appointed in Q1 2011 and, further, that the Board believes that a meaningful evaluation of performance cannot be properly undertaken until such time as the Board had had a reasonable amount of time to work together, as at the date of this Circular, the Board had as yet to review and discuss the results of this exercise. The Company did not utilise any external consultancy during this process, however, it will consider doing so in due course, and will do so at least every three years, as required by the UK Corporate Governance Code.

Nomination Committee

The Nomination Committee comprises Mr Ed Haslam (Chairman), Mr Mark Arnesen, Professor Robert Bowker and Mr Kevin Tomlinson all of whom are independent Directors of the Company.

The Nomination Committee's primary functions are to:

Make recommendations for the structure, size and composition of the Board and Board committees;
Review the necessary and desirable competencies, skills, knowledge and experience of Directors;
Review the Board succession plans; and
Make recommendations for the appointment, re-election and removal of Directors to/from the Board.

The Nomination 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 Directors and will have 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 Group in meeting its corporate objectives and plans.

Remuneration Committee

The Remuneration Committee comprises Mr Ed Haslam (Chairman), Mr Mark Arnesen, Professor Robert Bowker and Mr Kevin Tomlinson all of whom are independent Directors of the Company.

The Remuneration Committee's primary functions are to make recommendations to the Board on:

The Company's remuneration, recruitment, retention, termination, superannuation and incentive policies and procedures for Directors and senior executives; and
The 2011 Employee Option Loan Funded Share Plan, the 2011 Executive Loan Funded Share Plan and the 2011 Employee Share Option Plan or any other employee or executive incentive scheme.

Under the Company's current Articles of Association:

the minimum number of Directors is two and there is no maximum;
a Director may not retain office for more than one year without submitting for re-election; and
any Director appointed by the Board must have their election confirmed by shareholders at the next AGM.

Where a Non Executive Director has served six years or longer on the Board, his or her 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 Charters of the Nomination and Remuneration Committees are available on the Company's website or to shareholders upon request.

All compensation arrangements for Directors and senior executives are determined by the Remuneration Committee and approved by the Board, after taking into account the current competitive arrangements prevailing in the market.

Mr Ed Haslam has had previous experience relevant to his responsibilities as chairman of the Nomination and Remuneration Committees in that he has previously been a chief executive officer of other mining companies, where he had been involved with nomination and remuneration matters.

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 Remuneration 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 fees for Non Executive Directors are:

- Annual Base Fee	US\$80,906 per annum
- Chairman of a Board Committee	US\$16,180per annum
- Member of a Board Committee	US\$8,090 per annum
- Senior Independent Non Executive Director	US\$16,180 per annum

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 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 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 were warranted. In the previous 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 has now established a structured short term incentive scheme, details of which can be found in the Remuneration Report contained within the Annual Report.

Historically, the Directors, executives and employees have in the past been invited to participate in the shareholder approved Centamin Egypt's 2006 Employee Option Plan, and separate shareholder approval was sought before any Director could be issued options under the plan. However, Centamin Egypt Limited ceased issuing options under the 2006 Employee Option Plan in August 2009 and received approval from shareholders in February 2011 to establish the Executive Director Loan Funded Share Plan 2011 and the Employee Loan Funded Share Plan 2011. These two plans were rolled over into equivalent plans in Centamin plc as part of the re-domicile referred to in the Annual Report and Accounts. In addition, a new employee option plan was created.

No shares or options have been issued under these new plans other than in connection with the re domiciliation of the Company and as announced by the Company on 10 April 2012.

Non Executive Directors are encouraged to hold shares in the Company to align their interests more closely to those of the Company's shareholders. However, share ownership is not enforced by the Company.

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 Group. It will also provide the Executives with the necessary incentives 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.

External auditors

The auditors of the Company, Deloitte LLP ("Deloitte"), have open access to the Board of Directors at all times. Deloitte and its Australian affiliate have audited the Company (and prior to the re-domicile Centamin Egypt Limited) and its subsidiaries for a number of years and have adopted a policy of rotating audit partners every five years. The last rotations of the audit partner occurred during the financial year ended 30 June 2009 and following the Company's re-domiciliation from Australia to Jersey on 30 December 2011.

It is the Company's policy to put the Company's audit out to tender at least every five years.

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 premium listed companies on the London Stock Exchange 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 to shareholders 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 UK Corporate Governance Code, 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 behavior.

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 behavior. 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.

All employees are required to report to their managers any breach of the Code of Conduct. A report can be made to the immediate manager or any senior company officer. Failure to adhere with laws / regulations governing the Company's business, the Code or other Company policy or requirement, may result in disciplinary action including termination and, if warranted, legal proceedings. At present the Company does not have in place a procedure to audit compliance with the Code of Conduct.

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.

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 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 London Stock Exchange and Toronto Stock Exchange. 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.

Health Safety Environmental and Social ("HSES") Committee

The Company established a new HSES Committee on 31 March 2011 and has since adopted a HSES Charter and a HSE Policy. The Charter and Policy are available on the Company's website or by request.

The HSES Committee comprises Professor Robert Bowker (Chairman), Mr Mark Arnesen, Mr Mark Bankes and Mr Kevin Tomlinson all of whom are independent Directors of the Company. The key functions of the Committee are to:

Review and monitor the sustainability, environmental, safety and health policies, systems and activities of the Group in order to ensure compliance with applicable health, safety, and environment and community legal and regulatory requirements.
Encourage, assist, support and counsel management in developing short and long-term policies and standards to ensure that the principles set out in the sustainability, environmental, health and safety policies are being adhered to and achieved.
Regularly review community, environmental, health and safety response compliance issues and incidents to determine on behalf of the Board, that the Group is taking all necessary action in respect of those matters and that the Company has been duly diligent in carrying out its responsibilities and activities in that regard.
Ensure that principal areas of community, environmental, health and safety risk and impacts are identified and that sufficient resources are allocated to address these.
Ensure that the Company monitors trends and reviews current and emerging issues in the field of sustainability, environment, health and safety and evaluates their impact on the Group.
Review and make recommendations to the Board with respect to environmental aspects of acquisitions and dispositions with material environmental implications.
Provide oversight and guidance with respect to managing relationships with local governments and community relations.

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 Executive 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 the Company's website at www.centamin.com or on SEDAR at www.sedar.com. Financial information is provided in the Company's audited consolidated financial statements as at and for the financial period ended 31 December 2011 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 plc, 14 Berkeley Street, London W1J 8DX.

DIRECTORS' APPROVAL

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

Dated 4 May2012

BY ORDER OF THE BOARD OF DIRECTORS

Josef El-Raghy Chairman

APPENDIX A - SUMMARY OF KEY TERMS OF THE 2011 EMPLOYEE LOAN FUNDED SHARE PLAN

1. The maximum number of Ordinary Shares (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 aggregate value of Participant's Shares which may be allocated to an Eligible Employee pursuant to the Plan may not in any twelve month period exceed 400% of the value of the Eligible Employee's basic annual salary at the date of issue.
1. 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.
1. The NRC, a sub-committee of the Board, may designate an Employee of the Company or a Subsidiary an Eligible Employee under the Plan.
1. The NRC may then decide to allocate a number of Shares for the benefit of the Eligible 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 Eligible Employee setting out all the conditions of allocation of the Shares. The Eligible Employee must accept the offer within 14 days of the date of the offer or the offer will lapse.
1. 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.
1. The market price is calculated as at the date of issue of the Participant's Share to the Trustee, and is equal to:
(a) 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
(b) if market value is required to be determined in another manner or another amount for the purposes of tax legislation in the relevant jurisdiction then the value so determined.
1. 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.
1. The Loan must be repaid within 28 days of the expiration of the Loan Term.
1. Upon acceptance of the offer made by the NRC the Participant's Shares must be issued to and held by a Trustee until the Shares have vested.
1. 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 his or her behalf.
1. 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.
1. A Participant's Shares will vest providing Vesting Conditions are satisfied as follows:
(a) 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.
(b) The Plan identifies the following Company Performance Conditions, although actual performance conditions will be identified and included in the offer documentation to each Eligible Employee:
- (i) 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;
(ii) meeting or exceeding gold production targets set at the beginning of each year;
(iii) meeting or exceeding the health and safety performance for preceding years, measured in industry standards;
(iv) increases in gold reserves or resources derived from internal effort and initiative and not from external factors such as gold price;
(v) modification of the average gold reserve discovery cost over set periods;
(vi) the Company's TSR as compared against the TSR of a designated Comparator Group; and
(vii) other performance criteria determined by specific reference to the employee's primary responsibilities.
(c) 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:
(i) one third of the shares will vest 12 months after issue, provided the Participant remains an Eligible Employee up to that date;
(ii) one third of the shares will vest 24 months after allocation, provided the Participant remains an Eligible Employee up to that date; and
(iii) the remainder of the shares will vest 36 months after allocation, provided the Participant remains an Eligible Employee up to that date.
1. On a change of control, the Plan allows for the following:
(a) the full amount of the Loan outstanding will become due for repayment;
(b) the Trustee may dispose of the Participant's Shares; and
(c) the vesting date for shares may be brought forward by the Company.
1. Shares will be forfeited:
(a) 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); or
(b) if the Shares which have not vested at the end of 36 months after allocation.
1. Where the employment of the Participant is terminated due to:
(a) injury, illness or disability;
(b) retirement; or
(c) 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

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:

(i) the Vesting Date last occurring before the Cessation Date; or
(ii) 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.

1. 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.
1. 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:
(a) to pay the Transaction Costs of the sale;
(b) if the Shares sold are Loan Shares, in reduction of the Principal Sum outstanding under the Loan in respect of those Loan Shares;
(c) the remainder to the Participant.
1. 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).
1. Subject to the requirements under the Plan to obtain Shareholder approval (and the participant's consent in certain circumstances) to amend the Plan, the NRC may waive a Vesting Condition in its absolute discretion.
1. Participant's Shares which have not Vested on or before the Vesting Date will be forfeited.
1. 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.
1. The Plan shall continue until terminated by the Board.
1. For the purposes of this Plan:

Acceptance means acceptance by the Grantee of the Grant Notification in the manner and by the date specified in the Grant Notification.

Acceptance Date means the date on which Acceptance occurs.

Company means Centamin.

Eligible Employee means an Employee who the NRC determines is an eligible employee for the purposes of the Plan pursuant to the Plan.

Employee means a full-time or part-time employee of the Company or of a Subsidiary of the Company, other than an Executive.

Grant Notification means an offer made to an Eligible Employee in accordance with the Plan.

Insider means a director or senior officer, or any affiliate or associate of a director or senior officer, of the Company or a subsidiary of the Company.

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

NRC means the Centamin Nomination and Remuneration Committee.

Plan means the Employee LFS Plan.

Participant means an Eligible Employee who has accepted a Grant Notification which has been made to him or her under the Plan.

Subject Shares means those Shares of a Participant who has ceased employment with the Company as a consequence of injury, ill health or disability, retirement as a result of age (being not less than 65 years of age) or as a result of acceptance of a redundancy offer by his or her employer, in respect of which:

(a) all other conditions of Vesting have been satisfied as at the date of cessation of employment (Cessation Date); and
(b) but for the cessation of employment would have become Vested Shares on the next occurring Vesting Date.

Subsidiary has the meaning given in Articles 2 and 2A of the Companies (Jersey) Law 1991.

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.

TSR means total shareholder return, as defined in the schedule 1 of the Plan.

Vesting Conditions means the conditions described in the Plan but does not include the occurrence of Vesting Dates.

Vesting Date means each date specified in the Plan.

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

1. 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.
1. 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:
(a) an amendment for which, under the requirements of an exchange on which the Shares are listed or applicable law, shareholder approval is required;
(b) reduction of the purchase price, or cancellation and reissuance of offers or other entitlements, of non-Insider offers granted under the Plan;
(c) extension of the term of offers beyond the original expiry date of non-Insider offers;
(d) 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; and
(e) 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.
1. The provisions relating to:
(a) the persons to whom, or for whom, securities, cash or other benefits are provided under the Plan (ie the Participants);
(b) limitations on the number or amount of the securities, cash or other benefits subject to the scheme;
(c) the maximum entitlement for any one Participant; and
(d) 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).

APPENDIX B - SUMMARY OF KEY TERMS OF THE 2011 EXECUTIVE DIRECTOR LOAN FUNDED SHARE PLAN

1. The maximum number of Ordinary Shares (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.
1. 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.
1. 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.
1. The NRC, a sub-committee of the Board, may designate an Executive of the Company or a Subsidiary an Eligible Executive under the Plan.
1. 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.
1. If the Eligible Executive accepts the offer, he or she 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.
1. The market price is calculated as at the date of issue of the Participant's Share to the Trustee, and is equal to:
(a) 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
(b) if market value is required to be determined in another manner or another amount for the purposes of tax legislation in the relevant jurisdiction then the value so determined.
1. The Loan is interest free for 36 months from allocation of the Shares to the Participant (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
1. The Loan must be repaid within 28 days of the expiration of the Loan Term.
1. Upon acceptance of the offer made by the NRC the Participant's Shares must be issued to and held by a Trustee until the Shares have vested.
1. 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 his or her behalf.
1. 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.
1. A Participant's Shares will vest providing Vesting Conditions are satisfied as follows:
13.1 Vesting of Participant's Shares

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

(a) the Vesting Date has passed in respect of the Participant's Shares; and
(b) 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.
13.2 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 identified in schedule 1 to the Executive Director LFS Plan Rules (Comparator Group) over a 3 year relative period, in relation to the Vesting Date, or where Vesting occurs as a result of a change of control. The percentage of the Participant's Shares which shall become Vested Shares in accordance with the Plan 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 Centamin'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.

13.3 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 (being the third anniversary of the date of issue of the Participant's Shares), or where Vesting occurs as a result of a change of control of the Company. The percentage of the Participant's Shares which shall become Vested Shares 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.

(a) 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.
(b) 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.
1. On a change of control, the Plan allows for the following:
(a) the full amount of the Loan outstanding will become due for repayment;
(b) the Trustee may dispose of the Participant's shares; and
(c) the vesting date for shares may be brought forward by the Company.
1. Shares will be forfeited:
(a) 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); or
(b) if the Shares which have not vested at the end of 3 years after allocation will be forfeited.
1. Where the employment of the Participant is terminated due to:
(a) injury, illness or disability;
(b) retirement; or
(c) 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

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.

1. 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.
1. 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:
(a) to pay the Transaction Costs of the sale;
(b) if the Shares sold are Loan Shares, in reduction of the Principal Sum outstanding under the Loan in respect of those Loan Shares; and
(c) the remainder to the Participant.
1. 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).
1. Subject to the requirements under the Plan to obtain Shareholder approval (and the Participant's consent in certain circumstances) to amend the Plan, the NRC may waive a Vesting Condition in its absolute discretion.
1. Participant's Shares which have not Vested on or before the Vesting Date will be forfeited.
1. 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.
1. The Plan shall continue until terminated by the Board.

For the purposes of this Plan:

Acceptance means acceptance by the Grantee of the Grant Notification in the manner and by the date specified in the Grant Notification.

Acceptance Date means the date on which Acceptance occurs.

Company means Centamin.

Eligible Executive means an Executive who the NRC determines is an eligible executive for the purposes of the Plan, provided, however, that the number of Shares are:

(a) issued to Insiders, within any one year period; and
(b) 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.

Executive means an executive director of the Company or a Subsidiary.

Grant Notification means an offer made to an Eligible Executive in accordance with the Plan.

Grantee means an Eligible Executive to whom a Grant Notification is made.

Insider means a director or senior officer, or any affiliate or associate of a director or senior officer, of the Company or a Subsidiary.

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

NRC means the Centamin Nomination and Remuneration Committee.

Plan means the Executive Director LFS Plan.

Participant means an Eligible Employee who has accepted a Grant Notification which has been made to him or her 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:

(a) all other conditions of Vesting have been satisfied as at the date of cessation of employment (Cessation Date); and
(b) but for the cessation of employment would have become Vested Shares on the next occurring Vesting Date.

Subsidiary has the meaning given in Articles 2 and 2A of the Companies (Jersey) Law 1991.

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.

TSR means total shareholders return, as defined in the schedule 2 of the Plan.

Vesting Conditions means the conditions described in the Plan but does not include the occurrence of Vesting Dates.

Vesting Date means each date specified in the Plan.

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

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:

(a) an amendment for which, under the requirements of an exchange on which the Shares are listed or applicable law, shareholder approval is required;
(b) reduction of the purchase price, or cancellation and reissuance of offers or other entitlements, of non-Insider offers granted under the Plan;
(c) extension of the term of offers beyond the original expiry date of non-Insider offers;
(d) 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; and
(e) 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.
1. The provisions relating to:
(a) the persons to whom, or for whom, securities, cash or other benefits are provided under the Plan i.e. the Participants;
(b) limitations on the number or amount of the securities, cash or other benefits subject to the scheme;
(c) the maximum entitlement for any one Participant; and
(d) 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).

ATTACHMENT C—SUMMARY OF RULES OF THE 2011 EMPLOYEE SHARE OPTION PLAN

1. Operation

The 2011 Employee Share Option Plan (ESOP), which is a share option scheme, will be supervised by the Remuneration Committee of the Company (RC), whose members are all non-executive directors. The RC may make such rules and regulations for the operation of the ESOP as it may determine.

The ESOP, which is intended to generally replicate the economic benefits available to participants in the LFS Plans, is initially intended to be used for participants whose participation in the Company's 2011 Employee Loan Funded Share Plan may be inappropriate from a UK tax perspective.

2. Eligibility

All employees of the Company and any of its Subsidiaries other than directors shall be able to participate in the ESOP. The RC shall select from time to time from such group the actual participants in the ESOP.

3. Timing of Awards

Share options (Options) will normally be granted during the 42 day period following the adoption of the ESOP and thereafter within 42 days following the announcement of interim or final results. Where such 42 day period falls in a close period then the 42 day period will commence immediately following the end of such close period. In exceptional circumstances such as the recruitment of a key executive, awards may be made at other times.

No award may be made 10 years after the adoption date of the ESOP.

4. Limits on the ESOP

The following limits shall apply to the number of the Company's ordinary shares (Shares) that may be issued pursuant to the ESOP:

(a) The aggregate number of newly subscribed Shares that may be issued or are issuable pursuant to Options granted under the ESOP when added to options or awards granted under all employee share schemes operated by the Company shall not exceed, during the preceding 10 years ending on the date of grant, 5%, of the issued share capital of the Company at that date.
(b) The number of Shares issued to Insiders, within any one year period, and issuable to ''insiders'', at any time, under the ESOP, 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.
(c) The aggregate number of Shares that may be issued pursuant to this ESOP, during the life of the ESOP, may not exceed 2,500,000 Shares.

The maximum number of Shares in respect of which an Option can be granted in any year to an individual, taking the face value of a Share at the date of grant, shall not exceed in aggregate value an amount equal to 400% of the individual employee's annual base salary (pre tax) at the date of grant.

5. Clawback provision

The RC may reduce or cancel an Option granted at any time up to its exercise where in its reasonable opinion the actions of the holder of Options has been such that either the performance or the reputation of the Company have been substantially adversely affected by the actions of such holders of Options (individually or collectively).

6. Vesting and Exercise of Options

Subject to any additional conditions imposed by the RC at the date of grant, upon vesting the Option or part thereof that has vested will remain exercisable normally until 28 days following the third anniversary of its date of grant or the end of a close period, if later, if such period is in a period when dealing in shares is prohibited.

Options shall normally vest as to one third after the first anniversary of the date of grant, and a further third on the second and the final third on the third anniversary. Such vesting may be subject to the achievement of predetermined performance criteria and the continued employment of the holder of Options with the Company.

Performance Criteria

The RC may impose performance criteria, based on the primary responsibilities of participants, which determine the extent to which the Option will vest.

Performance Criteria may include:

(a) percentage share price appreciation of Shares in comparison to the gold market price, gold stock indices of the applicable exchange or exchanges, and the share price of a comparator group of companies;
(b) meeting or exceeding gold production targets;
(c) meeting or exceeding health and safety performance;
(d) increases of gold reserves or resources independent of external factors;
(e) modification of the average gold reserve discovery cost; and
(f) Centamin's total shareholder return (TSR) as compared to the TSR of a comparator group. For the initial grants to be made under the proposed plan it is the current intention that the performance criteria will be the TSR performance criteria as detailed in Appendix B (Summary of Key Terms of the 2011 Executive Director Loan Funded Share Plan), except that the performance will be measured over the periods from grant to the first, second and third anniversary of the date of grant.

7. Exercise price

The exercise price of an option will be:

(a) the volume weighted average closing price of Shares sold on an exchange (if the Shares are quoted for trading on more than one exchange, the exchange determined by the RC) for the five trading days most recently preceding the day as at which the market value is calculated; or
(b) if market value is required to be determined in another manner or another amount for the purposes of tax legislation in another jurisdiction, then the value so determined.

8. Shares for the ESOP

Shares for the ESOP will be ordinary shares in the capital of the Company.

9. Leaving and Change of Control Provisions

If a participant leaves employment before an Option vests, such Option shall normally lapse. However, the RC may determine, in its discretion, to allow the Option (or part thereof) to vest having given due regard to the reason for the cessation of employment and only apply such discretion where it considers the individual as a good leaver. An Option held by a good leaver shall remain exercisable for three months following the date of cessation of employment and thereafter lapse.

Vested but unexercised Options or part thereof shall otherwise lapse upon cessation of employment.

In the event of a takeover, reconstruction, amalgamation or winding up of the Company all Options shall, subject to the RC exercising its discretion, vest and become exercisable earlier, on the date of the change of control. In the event of any of the businesses of the Group being merged or demerged, the RC shall also have the discretion to determine whether Options shall vest and become exercisable on the date of the change of control.

In all the above cases where an Option vests such vesting shall be subject to the achievement of the performance criteria up to the relevant date (as shall be determine by the RC and calculated appropriately) and further the number of Shares the subject of the Option shall be reduced on a time pro rata basis to reflect the period that has elapsed since the date of grant of the awards.

10. Tax and Withholding

The vesting and exercise of Options may be subject to such requirements as the RC may, in its absolute discretion determine, and/or as may be necessary to comply with the regulations or tax legislation of any territory which may apply to eligible employees, participants or the Company.

11. General Provisions

Shares subscribed will not rank for dividends payable by reference to a record date falling before the date on which the Shares are acquired but will otherwise rank pari passu with existing Shares.

Participants will not be entitled to dividends or voting rights in respect of shares subject to an Option.

Application will be made to the relevant listing authorities for admission of the Shares that are to be issued following the exercise of an Option.

Options are not transferable except in the case of a participant for whom a trustee is acting, in which case the trustee will be able to transfer the benefit to the participant.

On a variation of the capital of the Company or reorganisation, the exercise price of an Option and/or the number of Shares subject to an Option and the performance criteria and such other features as are appropriate may be adjusted in such manner as the RC determines and the advisers to the Company confirm to be fair and reasonable.

12. Amendments to the ESOP

Amendments to the rules of the ESOP may be made at the discretion of the RC. However, the basic structure and in particular the limitations on participation, the basis for determining a participant's entitlement to an Option, the maximum value of awards of Options that may be made to participants, the adjustment that may be made following a rights issue or any other variation of capital and the limitations on the number of Shares that may be issued cannot be altered to the advantage of participants without prior shareholder approval, except for minor amendments to benefit the administration of the ESOP, to take account of a change in legislation or to obtain or maintain favourable tax, exchange control or regulatory treatment for participants or for the Group.

Shareholder approval is also required for any amendments for which under the requirements of an exchange on which the Shares are listed or applicable law, shareholder approval is required and for extensions of the term of offers, transfers of rights other than the estate settlement purposes or any material amendments to the rules.

AI assistant

Centamin Plc — AGM Information 2012

6270_dva_2012-05-04_350a9629-a56d-4e82-924d-6e711e1a01c0.pdf

NOTICE OF ANNUAL GENERAL MEETING TO BE HELD ON WEDNESDAY, 30 MAY 2012 AT 11.00 AM AT THE BISHOPSGATE & CHANCERY ROOMS AT THE ANDAZ HOTEL, LIVERPOOL STREET, LONDON, UNITED KINGDOM

AND

MANAGEMENT INFORMATION CIRCULAR

AND

PROXY FORM

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

NOTICE OF ANNUAL GENERAL MEETING

ORDINARY RESOLUTIONS

Accounts

Approval of Director's Remuneration Report

Election of Directors

Auditors

Approval of the Use of Electronic Communications

Allotment

SPECIAL RESOLUTIONS

Disapplication of Pre-Emption Rights

Market Purchases of Ordinary Shares

EXPLANATORY NOTES TO SHAREHOLDERS

MANAGEMENT INFORMATION CIRCULAR ("CIRCULAR")

EXPLANATORY NOTES

Attendance

Voting Shares

Proxies

Jersey, Channel Islands

Canada

RECOMMENDATION

MATTERS TO BE ACTED UPON AT MEETING

Resolution 1 – To receive the Annual Report and Accounts for the year ended 31 December 2011

Resolution 2 – Remuneration Report

Resolutions 3.1 to 3.7 – Reappointment of Directors

Resolutions 4.1 and 4.2 – Reappointment of Auditors

Resolution 5 – Electronic Communications

Resolution 6 – Allotment of share capital

Resolution 7 – Disapplication of statutory pre-emption rights

Resolution 8 – Market Purchases of Ordinary Shares

(b) Reasons for Repurchase

(c) Funding of Repurchase

(d) Share Repurchase

Voting of proxies by the Chairman

EXECUTIVE COMPENSATION

Notes:

Outstanding Option-Based and Share-Based Awards

Value Vested or Earned During the Year

Stock Options / LTIA

Option Repricings

Termination of Employment, Change in Responsibilities and Employment Contracts

Composition of the Nomination and Remuneration Committees

Remuneration Philosophy

Reward Strategy

Performance Graph

Compensation of Directors

Director Compensation Table

Indebtedness of Directors and Executive Officers

Aggregate Indebtedness (including Financially Assisted Indebtedness) Disclosure

Indebtedness of Directors and Executive Officers Under (1) Securities Purchase and (2) Other Programs

Directors' and Officers' Liability Insurance

Equity Compensation Plans

INTERESTS OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS

STATEMENT OF CORPORATE GOVERNANCE PRACTICES

Board Composition

Meetings of Independent Directors

Allocation of responsibilities

How the Board Operates

Orientation and Continuing Education

Managing risks

Monitoring of the Board's performance

Nomination Committee

Remuneration Committee

External auditors

Securities Trading Policy

Commitment to stakeholders & ethical standards

Communication to shareholders

Health Safety Environmental and Social ("HSES") Committee

Statement by the Chief Executive Officer and Chief Financial Officer

ADDITIONAL INFORMATION

DIRECTORS' APPROVAL

BY ORDER OF THE BOARD OF DIRECTORS

Centamin Plc AGM Information 2012