Centamin Plc — AGM Information 2019

Apr 8, 2019

Centamin plc ("Centamin" or "the Company") (LSE:CEY, TSX:CEE)

Results of the 2019 Annual General Meeting

Centamin wishes to advise the results of the Annual General Meeting ("AGM") held at the Royal Yacht, Weighbridge, St Helier, Jersey, on Monday, 8 April 2019 at 10.00 (UK time). The results of each of the resolutions are set out below.

The Company's issued share capital eligible to be voted at the AGM on 8 April 2019 was 1,154,722,984 ordinary shares and approximately 69% of the Company's issued share capital were voted at the AGM.

	VOTES FOR	%	VOTES AGAINST	%	VOTES WITHHELD (1)
Ordinary Resolution 1 Annual accounts, strategic and governance report and auditor's report	795,649,978	99.71	2,286,457	0.29	7,023,734
Ordinary Resolution 2 Declaration of a final dividend	797,237,853	99.73	2,133,599	0.27	2,511,314
Ordinary Resolution 3.1 Approval of the Directors' Remuneration Report	529,996,129	66.31	269,318,181	33.69	2,568,087
Ordinary Resolution 3.2 Approval of the Directors' Remuneration Policy	788,094,546	98.60	11,189,768	1.40	2,598,083
Ordinary Resolution 3.3 Approval of amendment to the rules of the Performance Share Plan	790,711,624	98.94	8,484,123	1.06	2,686,650
Ordinary Resolution 4 Approval of increase in fees payable to Non-Executive Directors	787,807,289	98.56	11,478,235	1.44	2,594,731
Ordinary Resolution 5.1 Re-election of Mr Josef El-Raghy	769,045,932	96.21	30,284,019	3.79	2,552,446
Ordinary Resolution 5.2 Re-election of Mr Andrew Pardey	795,118,440	99.47	4,208,512	0.53	2,555,446
Ordinary Resolution 5.3 Re-election of Mr Ross Jerrard	791,372,572	99.02	7,852,680	0.98	2,657,146
Ordinary Resolution 5.4 Re-election of Mr Gordon Edward Haslam	743,201,594	92.99	56,023,302	7.01	2,657,146
Ordinary Resolution 5.5 Re-election of Mrs Alison Baker	796,282,502	99.63	2,930,483	0.37	2,669,413
Ordinary Resolution 5.6 Election of Dr Ibrahim Fawzy	795,185,006	99.48	4,131,446	0.52	2,565,946
Ordinary Resolution 5.7 Re-election of Mr Mark Arnesen	787,188,325	98.50	12,012,659	1.50	2,681,413
Ordinary Resolution 5.8 Re-election of Mr Mark Bankes	793,393,194	99.27	5,806,258	0.73	2,682,946
Ordinary Resolution 6.1 Appointment of PricewaterhouseCoopers LLP (Auditor)	801,015,011	99.98	170,856	0.02	3,774,303
Ordinary Resolution 6.2 Authorise the directors to agree the auditor's remuneration	802,080,130	99.96	310,500	0.04	2,569,540
Ordinary Resolution 7 Authority to allot relevant securities	771,923,381	96.21	30,417,493	3.79	2,619,293
Special Resolution 8.1 Disapplication of pre-emption rights	785,256,335	98.26	13,911,502	1.74	2,714,561
Special Resolution 8.2 Further disapplication of pre-emption rights	779,325,374	97.51	19,935,997	2.49	2,621,026
Special Resolution 9 Market purchase of ordinary shares	793,836,371	99.33	5,348,499	0.67	2,697,527

(1) A "Vote Withheld" is not a vote in law and is not counted in the calculation of the proportion of the votes 'For' and 'Against' the resolution.

A copy of the results of the AGM, along with a copy of resolutions passed other than those concerning ordinary business at the AGM, have been submitted to the National Storage Mechanism at http://www.morningstar.co.uk/uk/NSM. The scrutineers of the poll were Computershare Investor Services (Jersey) Limited. The full text of each of the resolutions is set out in the Notice of AGM, a copy of which is available on the Centamin website at www.centamin.com.

Disclosure under the 2018 UK Corporate Governance Code

The Board are pleased that all resolutions at the meeting were passed but notes that a significant minority of shareholders (more than 20%) voted against Resolution 3.1, the approval of last year's Directors' Remuneration Report. The Remuneration Committee understands that whilst a clear majority of shareholders were supportive of the report, some investors were concerned with an element of the 2018 annual bonus plan. The Remuneration Committee believes that this issue has been addressed as part of the Remuneration Policy review process (and so will not feature in the annual bonus plan going forward, resulting in no further action being required), with the Board welcoming the support from shareholders for Resolution 3.2 (98.60%) (the approval of the new Directors' Remuneration Policy) and for Resolution 3.3 (98.94%) (the amendments to the Performance Share Plan).

Josef El-Raghy, Chairman commented:

"Since the 2018 AGM, the Board has engaged extensively with major shareholders and proxy advisers and we would like to thank them for their valued feedback and look forward to continuing with this constructive engagement.

Generating tangible value and returns for our stakeholders remains paramount to our decision making as we mark our 10th year of commercial production from the Sukari Gold Mine. We remain committed to delivering operational improvements, whilst advancing future growth prospects across our highly prospective 4,400km²Group landholding, host to our 15.7Moz Group gold resource base."

For more information, please contact:

Centamin plc

Andrew Pardey, Chief Executive Officer Alexandra Carse, Investor Relations +44 (0) 7700 713 738 alexandra.carse@centamin.je

Buchanan Bobby Morse Chris Judd + 44 (0) 20 7466 5000 centamin@buchanan.uk.com