Centamin Plc — AGM Information 2014

Apr 15, 2014

Attendance Card

Please bring this card with you to the Meeting and present it at Shareholder registration/accreditation.

The Chairman of Centamin plc invites you to attend the Annual General Meeting of the Company to be held at The Royal Yacht Hotel, St. Helier, Jersey, Channel Islands on 16 May 2014 at 11.00 am (Jersey Time).

Shareholder Reference Number

Please detach this portion before posting this proxy form.

Form of Proxy - Annual General Meeting to be held on 16 May 2014

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View the Annual Report online: www.centamin.com/centamin/investors/shareholder-services/agm-information
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c/o The Pavilions, Bridgwater Road, Bristol BS99 6ZY by 14 May 2014 at 11.00 am (Jersey Time).

Explanatory Notes:

• 1. This proxy form is furnished in connection with the solicitation, by or on behalf of the management of the Centamin plc (the "Company"), of proxies to be used at the Meeting or at any adjournment thereof.
• 2. Every shareholder has the right to appoint some other person(s) of their choice, who need not be a shareholder, as his proxy to exercise all or any of his rights, to attend, speak and vote on their behalf at the meeting. If you wish to appoint a person other than the Chairman, you should follow the procedure set out in these explanatory notes. Please insert the name of your chosen proxy holder in the space provided (see reverse). If you sign and return this proxy form with no name inserted in the space provided (see reverse), the Chairman of the meeting will be deemed to be your proxy. 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 herein will be voted or withheld from voting in accordance with the instructions of the shareholder on any ballot, and if the shareholder specifies a choice with respect to any matter to be acted upon, the Ordinary Shares will be voted accordingly. If returned without an indication as to how the proxy shall vote on any particular matter, the proxy will exercise his discretion as to whether, and if so how, he votes (or if this proxy form has been issued in respect of a designated account for a shareholder, the proxy will exercise his discretion as to whether, and if so how, he votes).
• 3. Every shareholder is entitled to appoint more than one proxy provided that each proxy is appointed to exercise rights attached to a different share or shares held by the shareholder. You may not appoint more than one proxy to exercise rights attached to any one share. To appoint more than one proxy, an additional proxy form(s) may be obtained by contacting the Registrar's helpline on +44 (0)870 707 4040 or you may photocopy this form. Please indicate in the box next to the proxy holder's name (see reverse) the number of shares in relation to which they are authorised to act as your proxy. Please also indicate by marking the box provided if the proxy instruction is one of multiple instructions being given. All forms must be signed and dated and should be returned together in the same envelope.
• 4. If you wish your proxy to cast all of your votes for or against a resolution you should insert an "X" in the appropriate box. If you wish your proxy to cast only certain votes for and certain votes against, insert the relevant number of shares in the appropriate box. The 'Vote Withheld' option overleaf is provided to enable you to abstain on any particular resolution. However, it should be noted that a 'Vote Withheld' is not a vote in law and will not be counted in the calculation of the proportion of the votes 'For' and 'Against' a resolution. In the absence of instructions, your proxy may vote or abstain from voting as he or she thinks fit on the specified resolutions and, unless instructed otherwise, may also vote or abstain from voting as he or she thinks fit on any other business which may properly come before the Meeting.
• 5. This proxy form must be signed by the shareholder or his/her attorney. Where the shareholder is a corporation, the proxy form must be executed under its common seal or signed by a duly authorised representative of the corporation, stating ReallyReallyReallyReallyLongWord reallyLongword andmore

Kindly Note: This form is issued only to the addressee(s) and is specific to the unique designated account printed hereon. This personalised form is not transferable between different: (i) account holders; or (ii) uniquely designated accounts. The Company and Computershare Investor Services (Jersey) Limited accept no liability for any instruction that does not comply with these conditions.

their capacity (e.g. director, secretary). In the case of joint shareholders, any one shareholder may sign this proxy form. The vote of the senior joint shareholder (whether in person or by proxy) will be taken to the exclusion of all others, seniority being determined by the order in which the names stand in the Register of Members of the Company in respect of the joint holding. To be valid, this proxy form (together with any power of attorney or other authority under which it is signed or a certified copy of such power or authority) must be sent or delivered to the Registrars, no later than 11.00am (Jersey Time) on 14 May 2014.

• 6. Pursuant to Regulation 40 of the Companies (Uncertificated Securities) (Jersey) Order 1999, entitlement to attend and vote at the meeting and the number of votes which may be cast thereat will be determined by reference to the Register of Members of the Company at close of business on the day which is two days before the day of the meeting. Changes to entries on the Register of Members after that time shall be disregarded in determining the rights of any person to attend and vote at the meeting.
• 7. To appoint one or more proxies or to give an instruction to a proxy (whether previously appointed or otherwise) via the CREST system, CREST messages must be received by the issuer's agent (ID number 3RA50) not later than 48 hours before the time appointed for holding the meeting or any adjournment thereof. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp generated by the CREST system) from which the issuer's agent is able to retrieve the message. The Company may treat as invalid a proxy appointment sent by CREST in the circumstances set out in Article 34 of the Companies (Uncertificated Securities) (Jersey) Order 1999.
• 8. The above is how your address appears on the Register of Members. If this information is incorrect please ring the Registrar's helpline on +44 (0)870 707 4040 to request a change of address form or go to www.investorcentre.co.uk/je to use the online Investor Centre service.
• 9. Any alterations made to this form should be initialled by the signatory.
• 10. You may deposit your instruction by email sending the completed form to externalproxyqueries@computershare.co.uk or by faxing to +44 (0) 870 703 6322 or (in the case of Canadian shareholders) to 1-866-249-7775 or online at www.investorcentre.co.uk/eproxy using your unique Control Number and PIN set out in the enclosed proxy form.
• 11. The completion and return of this form will not preclude a shareholder from attending the meeting and voting in person.

All Named Holders

Poll Card	To be completed only at the AGM if a Poll is called.

		For	Against	Vote Withheld
1.	Ordinary Resolutions To receive and adopt the Company's annual accounts for the financial year ended 31 December 2013 together with the directors' report and the auditor's report on those accounts.
2.	To receive and approve the directors' remuneration report for the financial year ended 31 December 2013 detailed in the annual report.
3.1	To re-elect Josef El-Raghy, who retires in accordance with Article 33 of the Company's Articles.
3.2	To re-elect Trevor Schultz, who retires in accordance with Article 33 of the Company's Articles.
3.3	To re-elect Gordon Edward Haslam, who retires in accordance with Article 33 of the Company's Articles.
3.4	To re-elect Professor G. Robert Bowker, who retires in accordance with Article 33 of the Company's Articles.				Special Resolutions securities for cash.
3.5	To re-elect Mark Arnesen, who retires in accordance with Article 33 of the Company's Articles.

		For	Against	Vote Withheld
3.6	To re-elect Mark Bankes, who retires in accordance with Article 33 of the Company's Articles.
3.7	To re-elect Kevin Tomlinson, who retires in accordance with Article 33 of the Company's Articles.
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 audit tender process, whereby the successful audit firm will be appointed to fill the casual vacancy until the 2015 AGM.
4.2	To authorise the directors to agree the remuneration of the auditors.
5.	To authorise the directors to allot relevant securities.
	Special Resolutions
6.	To disapply the pre-emption rights under the Company's Articles in respect of the allotment of equity securities for cash.
7.	To authorise the Company to make market purchases of its own shares.

In the case of a Corporation, a letter of representation will be required (in accordance with the Company's Articles and article 93 of the Companies (Jersey) Law 1991), unless this has already been delivered to the Company. Any letter of representation must be delivered to the Company not less than two hours before commencement of the AGM.

Form of Proxy

Please complete this box only if you wish to appoint a third party proxy other than the Chairman. Please leave this box blank if you want to select the Chairman. Do not insert your own name(s).

I/We, being a shareholder of the Company, hereby appoint the Chairman of the Meeting OR the person indicated in the box above as my/our proxy to attend, speak and vote in respect of my/our full voting entitlement* on my/our behalf at the Annual General Meeting of Centamin plc to be held at The Royal Yacht Hotel, St. Helier, Jersey, Channel Islands on 16 May 2014 at 11.00 am (Jersey Time), and at any adjourned meeting. * For the appointment of more than one proxy, please refer to Explanatory Note 3 (see front).

*

	Please mark here to indicate that this proxy appointment is one of multiple appointments being made.			Vote			Please use a black pen. Mark with an X inside the box as shown in this example.			Vote
	Ordinary Resolutions	For	Against	Withheld				For	Against	Withheld
1.	To receive and adopt the Company's annual accounts for the financial year ended 31 December 2013 together with the directors' report and the auditor's report on those accounts.				3.6	To re-elect Mark Bankes, who retires in accordance with Article 33 of the Company's Articles.
2.	To receive and approve the directors' remuneration report for the financial year ended 31 December 2013 detailed in the annual report.				3.7	To re-elect Kevin Tomlinson, who retires in accordance with Article 33 of the Company's Articles.
3.1	To re-elect Josef El-Raghy, who retires in accordance with Article 33 of the Company's Articles.				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 audit tender process, whereby the successful audit firm will be appointed to fill the casual vacancy until the 2015 AGM.
3.2	To re-elect Trevor Schultz, who retires in accordance with Article 33 of the Company's Articles.				4.2	To authorise the directors to agree the remuneration of the auditors.
3.3	To re-elect Gordon Edward Haslam, who retires in accordance with Article 33 of the Company's Articles.				5.	To authorise the directors to allot relevant securities.
3.4	To re-elect Professor G. Robert Bowker, who retires in accordance with Article 33 of the Company's Articles.				6.	Special Resolutions To disapply the pre-emption rights under the Company's Articles in respect of the allotment of equity securities for cash.
3.5	To re-elect Mark Arnesen, who retires in accordance with Article 33 of the Company's Articles.				7.	To authorise the Company to make market purchases of its own shares.

I/We instruct my/our proxy as indicated on this form. Unless otherwise instructed the proxy may vote as he or she sees fit or abstain in relation to any business of the meeting.

Signature	Date

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In the case of a corporation, this proxy must be given under its common seal or be signed on its behalf by an attorney or officer duly authorised, stating their capacity (e.g. director, secretary).

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All Correspondence to: Computershare Investor Services (Jersey) Limited c/o The Pavilions, Bridgwater Road Bristol, BS99 6ZY Tel: +44(0) 870 707 4040

Shareholder Reference Number

Notice of Availability - Annual Report & Accounts and Notice of Annual General Meeting

Important - please read carefully

You can now access the 2013 Annual Report, by visiting this website:

www.centamin.com/centamin/investors/shareholder-services/agm-information

Would you like to receive electronic communications in the future?

Please submit your email address by visiting our Investor Centre website:

www.investorcentre.co.uk/je/ecomms

SRN:		!	YOUR SHAREHOLDER REFERENCE NUMBER (SRN) IS IMPORTANT, PLEASE KEEP IT IN A SAFE PLACE.
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Computershare Investor Services PLC (CIS PLC) is authorised and regulated by the Financial Conduct Authority. CIS PLC is registered in England & Wales, Company No. 3498808, at: The Pavilions, Bridgwater Road, Bristol BS13 8AE.