Centamin Plc — Proxy Solicitation & Information Statement 2011

Nov 11, 2011

SCHEME BOOKLET FOR THE PROPOSED RESTRUCTURE OF

4NOV201102050794

ABN 86 007 700 352

11 November 2011

Scheme Booklet for a recommended scheme of arrangement between Centamin Egypt Limited and the holders of ordinary shares in Centamin Egypt Limited in relation to the proposed reincorporation of Centamin Egypt Limited.

Scheme Meeting and EGM to be held on 14 December 2011

Your directors unanimously recommend that you vote in favour of the proposed reincorporation.

The Independent Expert has concluded that the Scheme is in the best interests of Shareholders.

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

This document should be read in its entirety. If you are in any doubt as to how to deal with it, you should consult your legal, investment, taxation or other professional advisor without delay.

Important Notices/Disclaimers

Date of Scheme Booklet

This Scheme Booklet is dated 11 November 2011.

Purpose of Scheme Booklet

This Scheme Booklet contains the explanatory statement required to be sent to Shareholders under Part 5.1 of the Corporations Act in relation to the Scheme.

This Scheme Booklet also provides information to Shareholders in relation to the EGM that is being held to seek Shareholder approval:

• for Centamin to amend the respective rules of the LFS Plans to facilitate the substitution of Shares issued under the LFS Plans with New Centamin Shares; and
• for New Centamin to adopt both the New Centamin ESOP and the New Centamin LFS Plans (as amended).

The purpose of this Scheme Booklet is to provide Shareholders with an explanation of the terms of the Scheme and the proposed manner of its implementation, together with other information material to the decision whether to approve the Scheme. Shareholders will be asked to consider a resolution approving the Scheme at the Scheme Meeting.

This Scheme Booklet is not a disclosure document required by Chapter 6D of the Corporations Act. Section 708(17) provides that Chapter 6D of the Corporations Act does not apply in relation to arrangements under Part 5.1 of the Corporations Act approved at a meeting held as a result of an order under section 411(1). Instead, shareholders asked to vote on an arrangement at such a meeting must be provided with an explanatory statement, such as the explanatory statement referred to above and included in this Scheme Booklet.

This Scheme Booklet is prepared in accordance with Australian disclosure requirements and accounting standards. These requirements and standards may differ from those in other countries.

If you have sold or otherwise transferred all of your Shares in Centamin, please forward this document, together with the accompanying documents, as soon as possible, to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for delivery to the purchaser or transferee.

Role of the Court

The Court has ordered the convening of the Scheme Meeting pursuant to section 411(1) of the Corporations Act. The convening of the Scheme Meeting by the Court does not constitute endorsement by the Court of the Scheme, or any expression of opinion by the Court on the Scheme.

If Shareholders approve the Scheme at the Scheme Meeting, the Court will be asked to approve the Scheme at the Second Court Hearing. The Second Court Date is currently scheduled for 20 December 2011. Any changes to this date will be announced through the LSE, on SEDAR and notified on Centamin's website at www.centamin.com.

Role of ASIC

A copy of this Scheme Booklet has been given to ASIC pursuant to section 411(2) of the Corporations Act, and has been registered with ASIC pursuant to section 412(6) of the Corporations Act. Neither ASIC nor any of its officers takes any responsibility for the contents of this Scheme Booklet.

No offer where unlawful

This Scheme Booklet does not constitute an offer to sell, nor an offer to buy, any securities in Centamin or New Centamin in any jurisdiction in which such an offer would be illegal.

Shareholders outside of Australia

This Scheme Booklet has been prepared having regard to Australian disclosure requirements. These requirements may be different from those in other jurisdictions. This Scheme Booklet does not constitute an offer to Shareholders or a solicitation in any jurisdiction. Restrictions in jurisdictions outside Australia may make it impractical or unlawful for New Centamin Shares to be issued under a Scheme to, or be received under a Scheme by, Shareholders in those jurisdictions. Shareholders outside Australia should refer to section 7.11 for more information.

Notice to Shareholders resident in the US

Neither the Scheme nor the New Centamin Shares to be issued in connection with the Scheme have been approved or disapproved by any securities regulatory authority, nor has any securities regulatory authority passed upon the fairness or merits of the Scheme or upon the adequacy or accuracy of the information contained in this Scheme Booklet. Any representation to the contrary is an offence.

The New Centamin Shares to be issued pursuant to the Scheme have not been, and will not be, registered under the Securities Act, or the securities laws of any other jurisdiction, and may not be offered or sold in the US or to US Persons unless the New Centamin Shares are registered under the Securities Act, or an exemption from the registration requirements of the Securities Act is available.

Any New Centamin Shares issued pursuant to the Scheme will be issued in reliance on the exemption from the registration requirements of the Securities Act provided in Section 3(a)(10) of the Securities Act based on the approval of the Scheme by the Court.

If the Court approves the Scheme of Arrangement, its approval will constitute the basis for the New Centamin Shares to be issued without registration under the Securities Act, in reliance on the exemption from the registration requirements of the Securities Act provided by Section 3(a)(10).

New Centamin Shares received pursuant to the Scheme by any person who may be deemed to be an ''affiliate'' of New Centamin under Rule 145 under the Securities Act, including, without limitation, directors and certain executive officers, may not be resold in the US or to a US Person except in accordance with the provisions of Rule 144 under the Securities Act, outside of the US in reliance upon Regulation S under the Securities Act, or as otherwise permitted by the Securities Act.

NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A LICENSE HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED STATUTES ANNOTATED, 1955, AS AMENDED, OR ''RSA,'' WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE THAT ANY DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THAT THE SECRETARY OF STATE HAS PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON, SECURITY OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER OR CLIENT ANY REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.

Centamin is established under the laws of Australia. Any solicitation of proxies (in connection with this Scheme Booklet or the Schemes) involves securities of an Australian issuer and is being effected in accordance with Australian corporate and securities laws. The proxy rules under the US Securities Exchange Act of 1934, as amended, or similar securities laws of other jurisdictions outside of Australia are not applicable to Centamin or this solicitation. Accordingly, this solicitation is not being effected in accordance with such foreign laws. Shareholders should be aware that the requirements applicable to Centamin under Australian laws may differ from requirements under corporate and securities laws relating to corporations in other jurisdictions.

This Scheme Booklet has been prepared having regard to Australian disclosure requirements. Australian disclosure requirements and standards are different from those of the US. In particular, this Scheme Booklet does not contain all of the disclosures that would be required if Centamin were a US company whose securities were registered with the SEC.

As a company established under the laws of Australia, Centamin is required to report its ore reserves and mineral resources in compliance with the JORC Code. While Centamin's reserve and resource estimates comply with the JORC Code and NI 43-101, as required by Canadian securities regulatory authorities, they may not comply with the relevant guidelines in other countries, and do not comply with SEC's Industry Guide 7, which governs disclosures of mineral reserves in registration statements and certain reports filed with the SEC. In particular, Industry Guide 7 does not recognize classifications other than proven and probable reserves, and, as a result, the SEC generally does not permit mining companies to disclose their mineral resources in SEC registration statements.

The enforcement by Shareholders of civil liabilities under US securities laws may be affected adversely by the fact that Centamin is a corporation existing and governed under the laws of Australia, and that some or all of its directors, officers and the experts named in this Scheme Booklet are not residents of the US and that all or a substantial portion of their respective assets may be located outside the US.

As a result, it may be difficult for US Shareholders to effect service of process in the US upon Centamin, officers and directors or the experts named herein, or to enforce against them upon judgments of courts of the US predicated upon the civil liability of such persons under the federal securities laws of the US.

No investment advice

This Scheme Booklet is intended for all Shareholders collectively and does not take into account your individual investment objectives, financial situation and needs. The information in this document should not be relied upon as the basis for any investment decision in relation to your Shares.

Before making any investment decision in relation to the Scheme, you should consider, with or without the assistance of a professional adviser, whether that decision is appropriate in light of your particular investment needs, objectives and circumstances. If you are in any doubt as to what you should do, you should seek independent financial and tax advice before making any investment decision in relation to the Scheme or your Shares.

This Scheme Booklet (other than the Independent Expert's Report) does not constitute financial product advice, and should not be relied upon as the basis for any investment decision in relation to the Scheme.

Responsibility statement

• (a) The information contained in this Scheme Booklet has been prepared by Centamin and is the sole responsibility of Centamin; and
• (b) the Independent Expert's Report contained in Annexure G has been prepared by Deloitte Corporate Finance Pty Ltd and is the sole responsibility of Deloitte Corporate Finance Pty Ltd.

Neither Centamin nor any of its Directors, officers or advisers (other than as referred to above) assumes any responsibility for the accuracy or completeness of any of the information in the Independent Expert's Report referred to above.

Except as referred to above, the Directors confirm that they have not obtained any other reports from independent experts for the purpose of the Scheme.

Forward looking statements

Certain statements in this Scheme Booklet relate to the future. All statements other than statements of historical fact are, or may be deemed to be, forward looking statements. Such forward looking statements involve a number of risks (both known and unknown), uncertainties and assumptions and other important factors that could cause the actual results, performance or achievements to be materially different from the future results, performance or achievements expressed or implied by such statements.

None of Centamin, New Centamin, their respective directors, officers and advisers, or any other person gives any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward looking statements in this Scheme Booklet will actually occur. You are cautioned not to rely on these forward looking statements.

The forward looking statements in this Scheme Booklet reflect the current views held by the Board as at the date of this Scheme Booklet, unless otherwise stated. Subject to the Corporations Act, the UK Listing Rules and the requirements under Canadian securities law and other applicable law, Centamin and New Centamin do not undertake to publicly update or revise any such statements after the date of this Scheme Booklet.

Privacy and personal information

Centamin and its share registry and Depositary may collect, use and disclose personal information in the process of conducting the Scheme Meeting and the EGM and implementing the Scheme. The personal information may include the names, contact details and details of the holdings of Shareholders, together with contact details of individuals appointed by Shareholders as proxies, attorneys or body corporate representatives at the Scheme Meeting and the EGM. The personal information collected may be disclosed to print and mail service providers, and to Centamin's advisers to the extent necessary to effect the Scheme.

Shareholders who are individuals, and other individuals in respect of whom personal information is collected, have certain rights to access the personal information collected about them, and may contact Centamin by email at centamin@centamin.com.au if they wish to exercise those rights.

You should also note that all persons are entitled, under section 173 of the Corporations Act, to inspect and copy the Share Register. This register contains personal information about Centamin's Shareholders.

If the personal information outlined above is not collected from Shareholders, Centamin may be hindered in, or prevented from, conducting a Scheme Meeting or implementing the Scheme effectively, or at all.

Shareholders who appoint an individual as their proxy, attorney or body corporate representative to vote at the Scheme Meeting should inform that individual of the matters outlined above.

Defined terms and interpretations

Capitalised terms used in this Scheme Booklet are defined in the Definitions and Interpretation in section 10. The Definitions and Interpretation also set out some rules of interpretation that apply to this Scheme Booklet. The documents reproduced in some of the Annexures in this Scheme Booklet may also have their own defined terms, which are sometimes different from those set out in the Definitions and Interpretation.

Please read this Scheme Booklet

The contents of this document are important. You should read this document in its entirety before you decide whether to vote in favour of the resolutions to be considered at the Scheme Meeting and the EGM. If you are in doubt as to what you should do, you should consult your legal, financial, tax or other professional adviser.

Questions

If you have any questions about your Shares or any other matter in this Scheme Booklet, please call Centamin's information lines set out below and consult your financial, tax or other adviser without delay.

UK Registry: +44 870 889 3268 between 8.00 am to 5.00 pm (GMT) Monday to Friday.

Australian Registry: 1300 582 970 (within Australia) or +61 3 9415 4826 (outside Australia) between 8.30 am to 5.00 pm (AEDT) Monday to Friday.

Canadian Registry: 1 800 564 6853 between 8.00 am to 8.30 pm (EST) Monday to Friday.

Key Dates

Date of the Scheme Booklet	11 November 2011
Latest time and date for lodgement of completed proxy forms for the Scheme Meeting and EGM	10.30 am on 12 December 2011
Latest time and date for determining eligibility to vote at the Scheme Meeting and EGM	7.00 pm on 12 December 2011
Scheme Meeting	10.30 am on 14 December 2011
EGM .	No earlier than 11.00 am on 14 December 2011
If the Scheme is agreed to by the Requisite Majorities of Shareholders, the expected timetable is:
Court hearing for approval of the Scheme	10.00 am on 20 December 2011
Effective Date of the Scheme	20 December 2011
Record Date for determining entitlements to the Scheme Consideration	7.00 pm on 23 December 2011
Last day of trading of the Shares on LSE and TSX .	29 December 2011
Implementation Date for the Scheme .	30 December 2011
Cancellation of listings of Shares on LSE	4.00 pm on 30 December 2011
New Centamin Shares admitted to the premium segment of the Official List and dealings in New Centamin Shares commences on the LSE's Main Market	4.00 pm on 30 December 2011
Crediting of New Centamin Shares in uncertificated form to CREST accounts	4.00 pm on 30 December 2011
Cancellation of listings of Shares on TSX	10.30 pm on 30 December 2011
Trading in New Centamin Shares commences on TSX	10.30 pm on 30 December 2011
Expected dispatch of New Centamin share certificates for New Centamin Shares in certificated form and dispatch of option certificates for New Centamin Options	16 January 2012

All dates and times above are AWST and are indicative only. The actual timetable will depend on many factors outside the control of Centamin, including the Court approval process. Any changes to the above timetable will be announced through the LSE and notified on Centamin's website at www.centamin.com.

Centamin Egypt Limited 57 Kishorn Road Mount Pleasant WA 6153

9NOV201104453901

11 November 2011

Dear Shareholders

On 11 November 2011, Centamin announced a proposal to change its ''domicile'' from Australia to Jersey. Under the proposed Reincorporation, Shareholders will receive one New Centamin Share in exchange for each Share held as at the Record Date. Application will be made to the FSA and to the LSE for New Centamin Shares to be admitted to the premium segment of the Official List of the FSA and to trading on the LSE's Main Market. It is also proposed that New Centamin Shares will be listed on the TSX. New Centamin will be the sole shareholder of Centamin.

The Independent Expert has concluded that the Scheme is in the best interests of Shareholders. The Independent Expert's Report is included in Annexure G to this Scheme Booklet.

Your Directors unanimously support the proposed Reincorporation and recommend that you vote in favour of it at the meeting of Shareholders to be held at Blake Dawson's offices, Level 32, Exchange Plaza, 2 The Esplanade, Perth, Western Australia, Australia at 10.30 am (AWST) on 14 December 2011.

The rationale for the Reincorporation is compelling and includes the following:

• the Reincorporation is consistent with the needs of Centamin's international operations and its offshore growth intentions;
• the Reincorporation is consistent with Centamin's growing offshore shareholder base and has the potential to improve overseas investor interest; and
• the Reincorporation has the potential to create a more flexible global structure.

For further information regarding the potential advantages, disadvantages and risks of the Reincorporation, please refer to sections 4.4 to 4.6 of the Scheme Booklet.

Details of the Scheme are set out in this Scheme Booklet. Please read this document carefully as the information it contains is important. If the Scheme is approved by Shareholders at the Scheme Meeting then, subject to various conditions being satisfied, including Court approval, the Scheme will be binding on all Shareholders.

Along with the Reincorporation, Centamin is also holding an extraordinary general meeting to seek Shareholder approval for Centamin to amend the respective rules of the LFS Plans to facilitate the substitution of Shares issued under the LFS Plans with New Centamin Shares and for New Centamin to adopt the New Centamin ESOP and the New Centamin LFS Plans (as amended). The meeting to approve these matters will be held at Blake Dawson's offices, Level 32, Exchange Plaza, 2 The Esplanade, Perth, Western Australia, Australia, at 11.00 am (AWST), or as soon after that time as the Scheme Meeting is concluded or adjourned.

If you are unable to attend the Scheme Meeting or the EGM, you are encouraged to vote by completing the proxy forms enclosed with this Scheme Booklet and returning it to Centamin's Share Registry and Depositary as soon as possible by mail in the reply paid envelope provided, or by fax on the numbers provided below and in any event not later than 10.30 am on 12 December 2011.

UK Registry: + 44 870 703 6101

Australian Registry: 1800 783 447 (within Australia) and +61 3 9473 2555 (outside Australia)

Canadian Registry: + 1 866 249 7775

If you have any questions in relation to your Shares or any other matter in this Scheme Booklet, please call Centamin's information lines on:

UK Registry: + 44 870 889 3268 between 8.00 am to 5.00 pm (GMT) Monday to Friday.

Australian Registry: 1300 582 970 (within Australia) or +61 3 9415 4826 (outside Australia) between 8.30 am to 5.00 pm (AEDT) Monday to Friday.

Canadian Registry: 1 800 564 6853 between 8.00 am to 8.30 pm (EST) Monday to Friday.

If you are in any doubt as to the action you should take in relation to the Reincorporation or the EGM, you should consult your legal, financial, tax or other professional adviser without delay.

Yours sincerely

9NOV201105040593

Mr Josef El-Raghy Chairman Centamin Egypt Limited

		IMPORTANT NOTICES/DISCLAIMERS	I
		KEY DATES	V
		LETTER FROM THE CHAIRMAN OF CENTAMIN	VI
1.		OVERVIEW	1
	1.1	Overview of the Reincorporation	1
	1.2	What Shareholders will receive in the Reincorporation	4
	1.3	Approval of the Reincorporation	4
	1.4	Recommendation of the Board	5
	1.5	Independent Expert's opinion	5
	1.6	Overview of the EGM	5
2.		FREQUENTLY ASKED QUESTIONS ABOUT THE REINCORPORATION	6
3.		HOW TO VOTE AT THE SCHEME MEETING AND THE EGM	12
	3.1	Entitlement to vote .	12
	3.2	Procedure for voting .	12
	3.3	Shareholder approvals .	12
	3.4	Voting in person .	13
	3.5	Voting by proxy	13
	3.6	Voting by DI Holders	15
	3.7	Voting by Canadian Beneficial Holders	15
	3.8	Voting by Attorney	16
	3.9	Voting by Body Corporate Representative	16
	3.10	Voting entitlement	16
	3.11	Questions .	16
4.		ASSESSMENT OF THE REINCORPORATION	17
	4.1	Introduction .	17
	4.2	Directors' recommendation and reasons .	17
	4.3	Independent Expert's opinion	17
	4.4	Potential advantages of the Reincorporation .	17
	4.5	Potential disadvantages of the Reincorporation .	19
	4.6	Potential risks of the Reincorporation	19
	4.7	Other considerations .	20
	4.8	No brokerage or stamp duty	21
5.		PROFILE OF CENTAMIN	21
	5.1	Overview	21
	5.2	Corporate structure	21
	5.3	Key Asset—Sukari Project .	22
	5.4	Strategy	25
	5.5	Key Strengths .	26
	5.6	Reserves and Resources	27
	5.7	Financial position	28
	5.8	Material change in Centamin's Financial Position since 30 June 2011 accounts.	30
	5.9	Directors and senior management	31
	5.10	Corporate Governance	33
	5.11	Centamin's issued securities	33
	5.12	Disclosure obligations	34
	5.13	Employees	34
	5.14	Incentive Plans .	35
	5.15	Pensions .	35
	5.16	Dividend Policy	35

6.		PROFILE OF NEW CENTAMIN	35
	6.1 6.2 6.3 6.4 6.5 6.6 6.7 6.8 6.9	Background New Centamin's business New Centamin's Directors and executive officers New Centamin's issued securities . Key terms of proposed Articles of New Centamin Intentions of New Centamin Pro forma financial statements Incentive Plans . New Centamin—Tax treatment in Jersey	35 35 36 36 41 41 41 42 44
7.		IMPLEMENTATION OF THE REINCORPORATION	45
	7.1 7.2 7.3 7.4 7.5 7.6 7.7 7.8 7.9 7.10 7.11 7.12 7.13 7.14	The Reincorporation . Approvals Summary of Implementation Agreement Scheme Deed Poll . Scheme Meeting . Actions by Centamin and New Centamin to implement Reincorporation Effective Date Record Date Issue of New Centamin Shares Ineligible Foreign Shareholders Issue of Holding Statements/Transmittal Letters Disclosure for New Zealand Shareholders Disclosure for US Shareholders .	45 45 46 47 48 48 48 48 48 49 49 50 50 50
8.		TAXATION IMPLICATIONS OF THE REINCORPORATION	51
	8.1 8.2 8.3 8.4	Certain Australian taxation implications for Eligible Scheme Participants Certain UK taxation implications of the Reincorporation Certain Canadian Federal Income Tax Implications of the Reincorporation Certain US Federal Income Tax Considerations	51 56 60 62
9.		ADDITIONAL INFORMATION	68
	9.1 9.2 9.3 9.4 9.5 9.6 9.7 9.8 9.9 9.10 9.11 9.12 9.13 9.14 9.15 9.16 9.17 9.18 9.19 9.20 9.21 9.22	Ranking of the New Centamin Shares Rights Attaching to the New Centamin Shares De-listing of Centamin from LSE and TSX Listing of New Centamin Shares on the LSE Listing of New Centamin Shares on TSX Interests of Directors of Centamin . Payments of benefits to Directors, secretaries and executive officers of Centamin Agreements or arrangements with Directors, executives or secretaries Interests of Directors in contracts entered into by New Centamin Interests of Directors in the Scheme Disclosure of benefits Effect on Creditors . Dissenters' rights ASIC relief Jersey regulatory matters . Other foreign regulatory matters Consents and disclaimers of responsibility Disclosure of fees and benefits received by certain persons Other information Additional information Lodgement of this Scheme Booklet Consent to lodgement .	68 68 69 69 69 69 70 70 70 70 71 71 71 71 71 71 72 73 73 73 73 73

10.	DEFINITIONS AND INTERPRETATION		74
	10.1	Definitions .	74
	10.2	Glossary of Abbreviations and Technical Terms .	80
	10.3	Conversions	82
	10.4	Interpretation .	82
		CORPORATE DIRECTORY	83

Annexure

A
	IMPLEMENTATION AGREEMENT	A-1
B	SCHEME OF ARRANGEMENT	B-1
C	DEED POLL	C-1
D	COMPARISON OF AUSTRALIAN AND JERSEY LEGAL REGIMES	D-1
E	SCHEME MEETING NOTICE	E-1
F	EGM NOTICE .	F-1
G	INDEPENDENT EXPERT'S REPORT .	G-1

1. OVERVIEW

This summary highlights selected information that is described in greater detail elsewhere in this Scheme Booklet. This summary does not contain all of the important information contained in this Scheme Booklet. Shareholders should carefully read the entire Scheme Booklet, and the other documents referred to or accompanying this Scheme Booklet, before making a decision as to how to vote on the Reincorporation.

1.1 Overview of the Reincorporation

(a) Overview

It is proposed that Centamin change its ''domicile'' from Australia to Jersey, to be achieved by the Reincorporation. New Centamin will seek admission to the premium segment of the Official List and to trading on the LSE's Main Market of the New Centamin Shares and to have the New Centamin Shares listed on the TSX.

If the Reincorporation is implemented, it will result in:

• (i) the transfer of all Shares by order of the Court to New Centamin, a new public limited company incorporated in Jersey;
• (ii) the issue of:
• (A) New Centamin Shares to Eligible Scheme Participants; and
• (B) New Centamin Shares to the Nominee for sale on market and distribution of the proceeds, net of any brokerage, taxes and other costs of sale, to Ineligible Foreign Shareholders.

One New Centamin Share will be issued for every Share held by an Eligible Scheme Participant or Ineligible Foreign Shareholder at the Record Date; and

(iii) New Centamin Shares being admitted to the Official List and to trading on the LSE and the TSX.

The Reincorporation involves the establishment of a new corporate structure for Centamin, under which New Centamin (a new public limited company incorporated in Jersey for the purpose of the Reincorporation) will become the holder of all of the Shares.

Set out below is a simple diagram illustrating the structure of the Centamin group before and after the Reincorporation.

The Reincorporation is to be implemented by Centamin through a scheme of arrangement under Part 5.1 of the Corporations Act.

Under the Scheme, all of the Shares will be transferred to New Centamin by order of the Court. To the extent permitted by law, the Shares transferred under the Scheme will be transferred free from all mortgages, charges, liens, encumbrances and interests of third parties of any kind, whether legal or otherwise.

New Centamin will seek admission to the premium segment of the Official List and to trading on the LSE's Main Market and to have the New Centamin Shares listed on the TSX.

The Reincorporation is conditional on Shareholder approval, approval of the Court and the satisfaction or waiver of a number of other conditions, in particular the admission to the premium segment of the Official List and to trading on the LSE's Main Market and the conditional listing on TSX of New Centamin Shares. Refer to sections 7.3(a) and 7.4(a) for further details on the conditions to implementation of the Reincorporation.

(b) Potential advantages of the Reincorporation

The Board believes that the potential advantages of the Reincorporation include:

• (i) the Reincorporation is consistent with the needs of Centamin's international operations and its offshore growth intentions;
• (ii) the Reincorporation is consistent with Centamin's growing offshore shareholder base and has the potential to improve overseas investor interest; and
• (iii) the Reincorporation has the potential to create a more flexible global structure.

The potential advantages described above can be achieved whilst obtaining admission to the premium segment of the Official List and to trading on the LSE's Main Market and listing on the TSX for New Centamin Shares.

The potential advantages of the Reincorporation are set out more fully in section 4.4.

(c) Potential disadvantages of the Reincorporation

Before voting on the Reincorporation, the Board advises you to consider the potential disadvantages of the Reincorporation and certain other considerations, as set out more fully in section 4.5. Potential disadvantages of the Reincorporation include:

• (i) additional cost and administrative burden;
• (ii) greater difficulty in enforcement of applicable corporate laws for Australian resident Shareholders;
• (iii) differences between Australian and Jersey corporations and securities laws; and
• (iv) the tax consequences of implementation of the Reincorporation may not suit your particular financial circumstances.

The potential disadvantages of the Reincorporation are set out more fully in section 4.5.

(d) Potential risks of the Reincorporation

The risks associated with holding New Centamin Shares are essentially the same as those associated with holding Shares.

There are additional risks associated with the Reincorporation from Australia to Jersey. Shareholders should refer in this regard to:

• (i) the general guide to the taxation implications of the Reincorporation set out in section 8; and
• (ii) the comparison of Australian and Jersey legal regimes set out in Annexure D.

The potential risks associated with the Reincorporation are set out more fully in section 4.6.

1.2 What Shareholders will receive in the Reincorporation

(a) DI Holders

Under the Scheme, Eligible Scheme Participants who hold DIs through CREST as at the Record Date will, if the Scheme becomes Effective, be issued with New Centamin Shares. Application will be made to the UK Listing Authority for the New Centamin Shares to be admitted to the premium segment of the Official List and to trading on LSE's Main Market.

The New Centamin Shares, if admitted, will be settled through CREST, provided that the Eligible Scheme Participant has supplied valid CREST details for their Shares. If valid CREST details are not supplied, the Eligible Scheme Participant will, if the Scheme becomes Effective, receive New Centamin Shares in certificated form.

(b) Certificated Shareholders

Under the Scheme, Eligible Scheme Participants who are on the Share Register as at the Record Date and who hold Shares in certificated form will receive New Centamin Shares in certificated form.

(c) Shareholders on the Canadian Register

Under the Scheme, Eligible Scheme Participants who are on the Share Register in Canada must return a duly completed Letter of Transmittal to be able to receive New Centamin Shares. If the Scheme becomes Effective, these Eligible Scheme Participants who return a duly completed Letter of Transmittal will be issued New Centamin Shares, which the TSX has conditionally approved for listing (subject to New Centamin fulfilling all of the listing requirements of the TSX).

If you are a Canadian Beneficial Holder holding Shares through CDS, you will receive New Centamin Shares, which the TSX has conditionally approved for listing, that will be settled through CDS. Beneficial holders of Shares held through CDS need not take any action with respect to receiving the New Centamin Shares to which they are entitled.

(d) Ineligible Foreign Shareholders

Investigating and complying with the potential securities law restrictions in every country in which Centamin has Shareholders could be prohibitively costly. Therefore, each Shareholder whose name is recorded in the Share Register as at the Record Date as the legal owner of Shares and whose address is recorded in the Share Register as being outside of Australia, New Zealand, Canada, the United Kingdom, the US, Jersey, Egypt or Ireland will not be issued New Centamin Shares under the Scheme, unless New Centamin is satisfied, before the Record Date and without being obliged to conduct any investigations into the matter, that such Shareholders lawfully can be issued New Centamin Shares pursuant to the Scheme.

Instead, the Nominee will be issued New Centamin Shares on behalf of Ineligible Foreign Shareholders and will arrange the sale of those New Centamin Shares on market.

The Ineligible Foreign Shareholders will be sent the proceeds from the sale of their entitlements, net of any brokerage, taxes or other costs of sale (such amounts to be paid by cheque drawn on a UK bank account in GBP).

Neither New Centamin, Centamin nor the Nominee will be subject to any liability for the sale of New Centamin Shares on market on a particular day or at a particular price.

1.3 Approval of the Reincorporation

The following approvals, among others set out in more detail in the Implementation Agreement, must be obtained in order to complete the Reincorporation:

• (a) The Scheme must be approved at a meeting of Shareholders by:

• (i) unless the Court orders otherwise, a majority in number of the Shareholders present and voting on the resolution at the meeting either in person or by proxy, attorney or (in the case of corporate shareholders) a body corporate representative; and

• (ii) at least 75% of the total number of votes cast by Shareholders on the resolution either in person or by proxy, attorney or (in the case of corporate shareholders) a body corporate representative.

• (b) The Scheme must also be approved by the Court, which is scheduled to consider the Scheme at a hearing on 20 December 2011.

1.4 Recommendation of the Board

Each Director, having considered the terms of the Scheme, believes that the Reincorporation is in the best interests of Shareholders and will not impact on the interests of Centamin creditors in a materially adverse manner.

Each Director recommends that Shareholders vote in favour of the resolution to approve the Reincorporation.

Each of the Directors intends to vote in favour of the Scheme in respect of the Shares held by him or her or on his or her behalf.

1.5 Independent Expert's opinion

The Board appointed the Independent Expert to review the Reincorporation and to issue an Independent Expert's Report. The Independent Expert has concluded that the Scheme is in the best interests of Shareholders.

The Independent Expert's Report is further discussed in section 4.3 and set out in full in Annexure G to this Scheme Booklet.

1.6 Overview of the EGM

In addition to the Scheme Meeting, Centamin is holding an EGM to seek Shareholder approval:

• to amend the terms of the LFS Plans to facilitate the substitution of Shares issued under the LFS Plans with New Centamin Shares. These resolutions will enable a participant's shareholding in Centamin under the LFS Plans to be substituted for an equivalent shareholding in New Centamin pursuant to the Reincorporation; and
• for New Centamin to adopt the New Centamin ESOP and the New Centamin LFS Plans, to operate as a means of incentivising employees and executives of the Group following the Reincorporation.

The EGM will be held at 11.00 am (AWST) on 14 December 2011 at Blake Dawson's offices, Level 32, Exchange Plaza, 2 The Esplanade, Perth, Western Australia, Australia, or as soon after that time as the Scheme Meeting is concluded or adjourned.

The resolutions to be considered at the EGM will be:

• (a) for New Centamin to adopt the New Centamin ESOP;
• (b) for Centamin to amend the Employee LFS Plan to facilitate the substitution of Shares issued under that Employee LFS Plan for New Centamin Shares;
• (c) for Centamin to amend the Executive Director LFS Plan to facilitate the substitution of Shares issued under that Executive Director LFS Plan for New Centamin Shares;
• (d) for New Centamin to adopt the New Centamin Employee LFS Plan (as amended); and
• (e) for New Centamin to adopt the New Centamin Executive Director LFS Plan (as amended).

It is a condition of the Scheme that resolutions (b) to (e) above, to be proposed at the EGM, are approved by Shareholders.

Further information is contained in the EGM Notice set out in section 6.8 and Annexure F.

This overview is only a summary of selected information relating to the Reincorporation and EGM. You are urged to read this Scheme Booklet in its entirety and, if in any doubt, to seek advice from your professional adviser.

2. FREQUENTLY ASKED QUESTIONS ABOUT THE REINCORPORATION

This section sets out frequently asked questions that Shareholders may have in relation to the Reincorporation. The answers to these questions should be read in conjunction with this entire Scheme Booklet.

No	Question	Answer
	Overview
1.	What is the Reincorporation?	If the Scheme becomes Effective, then Centamin will ''re-domicile'' in Jersey. Eligible Scheme Participants will be issued one New Centamin Share for each Share held on the Record Date.
		The Reincorporation involves the establishment of a new corporate structure for Centamin by order of the Court, under which New Centamin (a new public limited company incorporated in Jersey for the purpose of the Reincorporation) will become the holder of all of the Shares.
		It is a condition of the Reincorporation that the New Centamin Shares will be conditionally approved for listing on the LSE and the TSX.
2.	What is the purpose of the Reincorporation?	The Board believes the Reincorporation will best support the long term growth of the Group as it will create a corporate structure that is more aligned with the needs of the international operations and Shareholder base of Centamin.
3.	What approval by Shareholders is required for the Scheme to proceed?	The Scheme must be approved by:
		(a) unless the Court orders otherwise, a majority in number of the Shareholders present and voting on the resolution at the meeting either in person or by proxy, attorney or (in the case of corporate shareholders) a body corporate representative; and
		(b) at least 75% of the total number of votes cast by Shareholders on the resolution either in person or by proxy, attorney or (in the case of corporate shareholders) a body corporate representative.
		Approval by the Court is also required.
4.	What happens at the Court hearings?	In the First Court Hearing, the Court ordered that the Scheme Meeting be convened for the purposes of considering the Reincorporation, and approved the dispatch of this Scheme Booklet to Shareholders. If the Scheme is approved by Shareholders, at the Second Court Hearing the Court will be asked to approve the Scheme.
		If Shareholders wish to oppose Court approval of the Scheme at the Second Court Hearing, they may appear before the Court by filing with the Court, and serving on Centamin, a notice of appearance in the prescribed form, together with any affidavit on which such opposing Shareholders wish to rely at the hearing. The notice of appearance and affidavit must be served on Centamin at least one Business Day before the Second Court Date. The Second Court Date is currently scheduled for 20 December 2011. Any change to this date will be announced through the LSE and will also be notified on Centamin's website at www.centamin.com.

No	Question	Answer
5.	Is the Reincorporation subject to any conditions?	The Reincorporation is subject to Shareholder and Court approval, as well as to a number of regulatory and other approvals, including admission to the premium segment of the Official List and to trading on the LSE's Main Market and conditional listing on the TSX. These are set out in more detail in the Implementation Agreement, and are summarised in section 7.3(a) and 7.4(a).
6.	Will there be changes to the operations or strategy of Centamin as a result of the Reincorporation?	Immediately following the Reincorporation, Centamin will be a wholly owned subsidiary of New Centamin. New Centamin will therefore have the same assets and liabilities as Centamin had immediately prior to the Reincorporation. The Board expects very few changes to its operations as a result of the Reincorporation. The Board also does not expect any change in strategy as a result of the Reincorporation.
7.	What do the Directors recommend?	Your Directors unanimously recommend that you vote in favour of the Reincorporation. Further information regarding the Directors' recommendation and reasons is set out in section 4.2.
8.	What is the Independent Expert's conclusion?	The Independent Expert has concluded that the Scheme is in the best interests of Shareholders. The Independent Expert's Report is contained in Annexure G.
	Scheme Meeting
9.	When will the Scheme Meeting be held?	The Scheme Meeting is scheduled to be held at Blake Dawson's offices, Level 32, Exchange Plaza, 2 The Esplanade, Perth, Western Australia, Australia on 14 December 2011 at 10.30 am (AWST).
10.	Should I vote?	Voting is not compulsory. However the Directors believe that the Scheme is important to all Shareholders and unanimously recommend that you vote in favour of the Reincorporation.
Voting
11.	Am I entitled to vote?	If you are registered as a Shareholder on the Share Register at 7.00 pm (AWST) on 12 December 2011, you will be entitled to vote at the Scheme Meeting and the EGM.
		If your Shares are jointly held, only one of the joint Shareholders is entitled to vote. If more than one of the joint Shareholders votes, only the vote of the Shareholder whose name appears first on the Share Register will be counted.
12.	How do I vote?	You may vote either in person or by proxy, attorney or (in the case of corporate shareholders) a body corporate representative. Your vote is very important. Please see the explanation of how to vote in section 3 of this Scheme Booklet.
13.	Can DI Holders vote?	If you wish to attend the Scheme Meeting and EGM and vote in person, you must ask the Depositary to appoint you as its representative. A letter of representation can be obtained from the Depositary.
		If you do not wish to attend the Scheme Meeting and EGM in person, you should take the action set out below.
		DI Holders who are able to give voting instructions via CREST should do so by completing and transmitting the appropriate CREST message so as to be received by the Depositary by 10.00 am (GMT) on 12 December 2011.

No	Question	Answer
		DI Holders who cannot give voting instructions via CREST should complete and submit the form of instruction accompanied with this Scheme Booklet, for use in respect of voting on the resolutions, so as to be received by the Depositary by 10.00 am (GMT) on 12 December 2011.
14.	Can Canadian Beneficial Holders vote?	Canadian Beneficial Holders who are not registered as Shareholders but who wish to vote must carefully follow the procedures and instructions received from their intermediary. Applicable securities legislation in Canada requires intermediaries to seek voting instructions from Canadian Beneficial Holders.
		Canadian Beneficial Holders should read section 3.7 for further directions on how they can vote.
	Results of the Scheme Meeting and EGM

15.	What happens if I do not vote, or vote against the Scheme, and the approvals are obtained?	If the necessary approvals for the Reincorporation are obtained, the Reincorporation will be implemented and Eligible Scheme Participants will be issued New Centamin Shares in consideration for their Shares. This will occur regardless of whether you voted for or against the Scheme, or did not vote.
16.	When will the results of the Scheme Meeting be available?	The results of the Scheme Meeting and EGM will be available shortly after the conclusion of the Scheme Meeting and will be announced to LSE. The results will also be published on Centamin's website (www.centamin.com) and filed under Centamin's issuer profile on SEDAR at www.sedar.com soon after the Scheme Meeting.
17.	What happens if the Scheme does not become Effective (including if it is not approved)?	If the Scheme does not become Effective, the Reincorporation will not be implemented. Shareholders will retain their Shares and Centamin will remain listed on the LSE and the TSX.

Consideration

1. What will I receive if the DI Holder

Scheme becomes Effective? Under the Scheme, if you are an Eligible Scheme Participant who holds DIs through CREST as at the Record Date, you will, if the Scheme becomes Effective, be issued with New Centamin Shares. Application will be made for the New Centamin Shares to be admitted to the premium segment of the Official List and to trading on the LSE's Main Market.

The New Centamin Shares, if admitted, will be settled through CREST, provided that you have supplied valid CREST details for your Shares. If valid CREST details are not supplied, you will receive New Centamin Shares in certificated form.

Certificated Shareholders

Under the Scheme, if you are an Eligible Scheme Participant on the Share Register as at the Record Date who holds Shares in certificated form, you will, if the Scheme becomes Effective, be issued New Centamin Shares in certificated form.

Shareholders on the Canadian Register

Under the Scheme, if you are an Eligible Scheme Participant on the Share Register in Canada, you must return a duly completed Letter of Transmittal to be able to receive New Centamin Shares. If the Scheme becomes Effective, you will be issued with New Centamin Shares, which the TSX has conditionally approved for listing (subject to New Centamin fulfilling all of the listing requirements of the TSX) once duly completed Letter of Transmittal is received by Centamin.

If you are a Canadian Beneficial Holder holding the Shares through CDS, you will receive New Centamin Shares, which the TSX has conditionally approved for listing, that will be settled through CDS. Beneficial holders of Shares held through CDS need not take any action with respect to receiving the New Centamin Shares to which they are entitled.

Ineligible Foreign Shareholders

If you are an Ineligible Foreign Shareholder, New Centamin Shares will be issued to the Nominee for sale on market. You will receive the distribution of the proceeds in GBP, net of any brokerage, taxes and other costs of sale.

Neither New Centamin, Centamin nor the Nominee will be subject to any liability for the sale of New Centamin Shares on market on a particular day or at a particular price.

1. Are there differences between Yes. While the rights of New Centamin Shares will generally my Shares and the New reflect the rights of the existing Shares in all material respects, Centamin Shares to be issued they are shares in a Jersey company governed by the Jersey to me? Companies Law and are subject to the Articles. There are a number of important differences between Jersey law and Australian law. A summary description of these differences is set out in section 6.4(a) and Annexure D of this Scheme Booklet.

2. Will a prospectus be issued in Yes. The Scheme Prospectus relating to New Centamin, which relation to the New Centamin contains certain prescribed information relating to New Shares that I will receive Centamin, will be available from 16 December 2011 on pursuant to the Scheme? Centamin's website, www.centamin.com.

The Scheme Prospectus has been prepared in connection with the proposed application for admission of the New Centamin Shares to the premium segment of the Official List and to trading on the LSE's Main Market, pursuant to section 85(2) of the Financial Services and Markets Act 2000 (UK), not for the purposes of any Australian disclosure requirements relating to the Scheme.

1. Will I pay any Australian tax A summary of the general Australian income and goods and on the exchange of my services tax consequences for Eligible Scheme Participants is set Shares? out in section 8 of this Scheme Booklet.

Each individual's tax position is different, and Shareholders are urged to consult their own tax advisers as to the specific tax consequences to them of the Scheme, including the applicability and effect of local and foreign income and other tax laws in their particular circumstances.

1. Will I have to pay brokerage You will not have to pay brokerage or stamp duty in Australia, fees or stamp duty? the UK, Canada or Jersey in connection with the exchange of your Shares (or New Centamin Shares).

However, if you are an Ineligible Foreign Shareholder, a selling commission will be deducted by the Nominee from the proceeds of sale of the New Centamin Shares on market attributable to

No	Question	Answer
		your holding in Centamin. The proceeds from the sale of Shares attributable to Ineligible Foreign Shareholders will be paid in GBP by cheque drawn on a UK bank branch. If you fall into this category consider the likely cost to negotiate this cheque.
23.	When will I receive my New Centamin Shares?	If the Reincorporation is approved by Shareholders and the Court, it is expected that implementation of the Reincorporation will take place approximately two weeks after the Scheme Meeting. The New Centamin Shares will be issued on the Implementation Date, and holding statements and transmittal letters will be mailed as soon as possible thereafter.
24.	When can I trade in my New Centamin Shares?	Shareholder certificates are expected to be dispatched to Shareholders on 9 January 2012 (in the case of Eligible Scheme Participants on the Share Register in Canada, provided a duly completed Letter of Transmittal is received).
		New Centamin Shares will commence trading on the LSE on 30 December 2011.
		New Centamin Shares will commence trading on the TSX on 30 December 2011.
EGM
25.	Why is the EGM being held?	The EGM is being held to seek Shareholder approval for Centamin to amend the respective rules of the LFS Plans to facilitate the substitution of New Centamin Shares for Shares issued under the LFS Plans and for New Centamin to adopt the New Centamin ESOP and the New Centamin LFS Plans (as amended).
26.	Why do we need a separate Scheme Meeting and EGM?	The law requires that scheme meetings only consider scheme business. Therefore, a separate meeting is being held to consider the resolutions relating to the LFS Plans, the New Centamin ESOP and the New Centamin LFS Plans.
27.	What if the resolutions at the EGM are not passed?	The Scheme is conditional on the following resolutions, to be considered at the EGM, being approved by Shareholders:
		• for Centamin to amend the respective rules of the LFS Plans to facilitate the substitution of Shares issued under the LFS Plans with New Centamin Shares; and
		• for New Centamin to adopt the New Centamin LFS Plans.
		If these resolutions are not approved by Shareholders and the relevant conditions are not waived, the Scheme will not become Effective and the Reincorporation will not be implemented. Shareholders will retain their Shares and Centamin will remain listed on the LSE and the TSX.
Other
28.	What will happen to the Options?	The only options on issue under the ESOP will be exercised or lapse before the Implementation Date.
		The only remaining Options that Centamin has on issue as at the date of the Scheme Booklet are held by the Investor Optionholder. The Investor Optionholder has agreed in principle to Centamin cancelling the Investor Optionholder's Options on issue and New Centamin issuing the Investor Optionholder an equivalent number of New Centamin Options.

No	Question	Answer
		Further information about the treatment of Options is set out in section 6.4(b).
29.	Who can help answer my questions about the Reincorporation and the EGM?	If you have any questions about the Reincorporation or the EGM, please consult your legal, financial or other professional adviser. Additionally, you can call Centamin's information lines on:
		UK Registry: +44 870 889 3268 between 8.00 am to 5.00 pm (GMT) Monday to Friday.
		Australian Registry: 1300 582 970 (within Australia) or +61 3 9415 4826 (outside Australia) between 8.30 am to 5.00 pm (AEDT) Monday to Friday.
		Canadian Registry: 1 800 564 6853 between 8.00 am to 8.30 pm (EST) Monday to Friday.
		For additional copies of this Scheme Booklet, please visit

Centamin's website at www.centamin.com.

3. HOW TO VOTE AT THE SCHEME MEETING AND THE EGM

3.1 Entitlement to vote

The time and date for determining eligibility to vote at the Scheme Meeting and the EGM will be 7.00 pm (AWST) on 12 December 2011. Only Shareholders whose names appear in the Share Register at this time will be entitled to vote at the Scheme Meeting and the EGM, and at any postponements or adjournments of those meetings.

Each Share is entitled to one vote on each proposal and any other matter properly coming before the Scheme Meeting and the EGM.

The following sections 3.2 to 3.10 detail the voting entitlements and procedures applicable to Shareholders under the Corporations Act.

3.2 Procedure for voting

(a) Scheme Meeting

All votes at the Scheme Meeting will be taken by poll.

Shareholders may vote at the Scheme Meeting in person or by proxy, attorney or (in the case of corporate shareholders) a body corporate representative. The Scheme Meeting Notice, which contains additional information in relation to the Scheme Meeting, is set out in Annexure E.

(b) EGM

All votes at the EGM will be counted by a show of hands unless a poll is demanded (before the vote on the relevant resolution is taken or before or immediately after the declaration of the result of the show of hands). A poll may be demanded by:

• (i) the chairperson of the EGM;
• (ii) at least five Shareholders present having the right to vote at the EGM; or
• (iii) any Shareholder or Shareholders present in person or otherwise representing not less than 5% of the total voting rights of all the Shareholders entitled to vote on the relevant resolution.

Shareholders may vote at the EGM in person or by proxy, attorney or (in the case of corporate shareholders) a body corporate representative. The EGM Notice, which contains additional information in relation to the EGM, is set out in Annexure F.

3.3 Shareholder approvals

(a) Scheme Meeting

The Reincorporation must be approved at a meeting of the holders of Shares by:

• (i) unless the Court orders otherwise, a majority in number of the Shareholders present and voting on the resolution at the meeting either in person or by proxy, attorney or (in the case of corporate shareholders) a body corporate representative (the Head Count Test); and
• (ii) at least 75% of the total number of votes cast by Shareholders on the resolution either in person or by proxy, attorney or (in the case of corporate shareholders) a body corporate representative (the Voting Test).

The Reincorporation must also be approved by the Court, which is scheduled to consider the Reincorporation at a hearing on 20 December 2011.

If you are a Shareholder and the Scheme becomes Effective, your Shares will be transferred by order of the Court under the Scheme, Centamin will become a wholly owned subsidiary of New Centamin and you will receive the Scheme Consideration. This will occur whether you voted for or against the Scheme, or chose not to vote.

(b) EGM

The resolutions to be considered at the EGM must be approved by a majority of votes cast, either in person or by proxy, attorney or (in the case of corporate shareholders) a body corporate representative, by Shareholders entitled to vote on that resolution.

The resolutions to be considered at the EGM are not conditional upon approval of the Scheme.

3.4 Voting in person

(a) Scheme Meeting

To vote in person at the Scheme Meeting, Shareholders must attend the Scheme Meeting scheduled to be held at Blake Dawson's offices, Level 32, Exchange Plaza, 2 The Esplanade, Perth, Western Australia, Australia on 14 December 2011 at 10.30 am (AWST).

(b) EGM

To vote in person at the EGM, Shareholders must attend the EGM scheduled to be held at Blake Dawson's offices, Level 32, Exchange Plaza, 2 The Esplanade, Perth, Western Australia, Australia on 14 December 2011 at 11.00 am (AWST), or as soon after that time as the Scheme Meeting is concluded or adjourned.

3.5 Voting by proxy

The management of Centamin is soliciting proxies for use at the Scheme Meeting and the EGM or at any adjournment or postponement 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 Centamin without special compensation, or by Centamin's transfer agent, Computershare. The cost of the solicitation will be borne by Centamin at a nominal cost.

Shareholders who are unable to attend and vote at the Scheme Meeting or the EGM are entitled to appoint a proxy (or where they hold two or more Shares may appoint no more than two proxies). To appoint a proxy for the Scheme Meeting, Shareholders are required to complete and return the Scheme Meeting proxy form. To appoint a proxy for the EGM, Shareholders are required to complete and return the EGM proxy form. A proxy need not be a Shareholder.

The proxy forms for the Scheme Meeting and the EGM accompany this Scheme Booklet.

Each completed proxy form (including any power of attorney under which it is signed) for the Scheme Meeting or the EGM must be completed and lodged in any of the following ways:

(a) Australian Registry

By hand delivery:

Computershare Investor Services Pty Ltd Level 2, 45 St Georges Terrace Perth Western Australia 6000 Australia

By post delivery:

Centamin Egypt Limited C/- Computershare Investor Services Pty Ltd GPO Box 242 Melbourne Victoria 3001 Australia

By fax:

(within Australia): 1800 783 447 (outside Australia): + 61 3 9473 2555

(b) UK Registry

By hand delivery:

Computershare Investor Services PLC The Pavilions Bridgwater Road Bristol BS13 8AE United Kingdom

By post delivery:

Centamin Egypt Limited C/- Computershare Investor Services PLC The Pavilions, Bridgwater Road Bristol BS99 6ZY United Kingdom

By fax:

• 44 870 703 6101

(c) Canada

By hand delivery:

Computershare Investor Services Inc 9th Floor, 100 University Avenue Toronto Ontario ONM5J 2Y1 Canada

By post delivery:

Centamin Egypt Limited C/- Computershare Investor Services Inc 100 University Avenue, 9th Floor Toronto Ontario ONM5J 2Y1 Canada

By fax delivery:

• 1 866 249 7775

Validly completed proxy forms must be received at an address above no later than 10.30 am (AWST) on 12 December 2011. In the case of proxy forms completed by an individual or a corporation under a power of attorney, the original or a certified copy of the power of attorney under which the proxy form is signed must also be received at an address above no later than 10.30 am (AWST) on 12 December 2011.

Proxy forms received after this time will be invalid.

A proxy will be admitted to the Scheme Meeting and the EGM and given a voting card at point of entry upon disclosure of acceptable evidence of his or her name and address.

The sending of a proxy form will not preclude a Shareholder from attending and voting at the Scheme Meeting or the EGM. A Shareholder may revoke his or her proxy at any time prior to the voting of that proxy by a written revocation received by the relevant registry at least 48 hours before the Scheme Meeting or the EGM, by properly executing and delivering a later-dated proxy or by attending the relevant meeting, requesting a return of the proxy and voting in person.

If a validly appointed proxy is directed how to vote on the resolutions, the proxy must vote in accordance with those instructions. If no direction to vote is given, the proxy may vote as he or she sees fit.

If the chairperson of the Scheme Meeting or the EGM is appointed as proxy, he or she must vote on a poll and must vote as instructed. If the proxy is not the chairperson, the proxy need not vote on a poll, but, if the proxy does so, he or she must vote as instructed.

If a Shareholder appoints two proxies without specifying the proportion or number of votes that each proxy may exercise, then on a vote by poll each proxy may exercise half of that Shareholder's votes. If a Shareholder appoints two proxies, then on a vote by show of hands neither proxy may vote.

3.6 Voting by DI Holders

DI Holders who wish to attend the Scheme Meeting or the EGM and vote in person must ask the Depositary to appoint them as its representative. A letter of representation can be obtained from the Depositary.

DI Holders who do not wish to attend the Scheme Meeting or the EGM in person should take the action set out below.

DI Holders who are able to give voting instructions via CREST should do so by completing and transmitting the appropriate CREST message so as to be received by the Depositary by 10.00 am (GMT) on 12 December 2011.

DI Holders who cannot give voting instructions via CREST should complete and submit the enclosed form of instruction which accompanies this Scheme Booklet for use in respect of voting on the resolutions at the Scheme Meeting on 14 December 2011, so as to be received by the Depositary by 10.00 am (GMT) on 12 December 2011.

3.7 Voting by Canadian Beneficial Holders

Canadian Beneficial Holders who are not registered as a Shareholder but who wish to vote at the Scheme Meeting and at the EGM, should read this section for directions on how to vote.

Canadian Beneficial Holders who have not objected to their intermediary disclosing certain ownership information about themselves to Centamin are referred to as Non-Objecting Beneficial Shareholders. Those Canadian Beneficial Holders who have objected to their intermediary disclosing ownership information about themselves to Centamin are referred to as Objecting Beneficial Shareholders.

Centamin has distributed copies of the Scheme Booklet to intermediaries for distribution to all Canadian Beneficial Holders who have not waived their rights to receive these materials. Often, intermediaries will use a service company to forward such documents to Canadian Beneficial Holders. The intermediaries will provide Canadian Beneficial Holders with either:

• (a) a form of proxy which has already been signed by the intermediary (typically by a facsimile stamped signature) which is restricted to the number of shares beneficially owned by the Canadian Beneficial Holder but which is otherwise uncompleted. This form of proxy does not need to be signed by the Canadian Beneficial Holder. In this case, the Canadian Beneficial Holder who wishes to submit a proxy should properly complete such form of proxy and deposit it with Computershare Investor Services Inc. as described above; or
• (b) more typically, a voting instruction form which must be completed and signed by the Canadian Beneficial Holder in accordance with the directions on the voting instructions form.

The purpose of these procedures is to permit Canadian Beneficial Holders to direct the voting of the Shares they beneficially own. Should a Canadian Beneficial Holder wish to attend and vote at the Scheme Meeting or the EGM in person (or have another person attend and vote on behalf of the Canadian Beneficial Holder), the Canadian Beneficial Holder should strike out the names of the persons named in the form of proxy, if any, and insert the Canadian Beneficial Holder's (or such other person's) name in the blank space provided or, in the case of voting instruction form, follow the corresponding instructions on the form. In either case, Canadian Beneficial Holders should carefully follow the instructions of their intermediaries and their services companies.

The mechanisms described in sections 3.1 to 3.5 for Shareholders to attend and vote at the Scheme Meeting and at the EGM, cannot be used by Canadian Beneficial Holders.

Proxies returned by intermediaries as ''non-votes'' because the intermediary has not received instructions from the Canadian Beneficial Holder with respect to the voting of certain Shares or, where under applicable stock exchange or other rules, the intermediary does not have the discretion to vote those Shares on one or more of the matters that come before the Scheme Meeting and at the EGM, will be treated as not entitled to vote on any such matter and will not be counted as having been voted in respect of any such matter.

All proxy-related material sent by Centamin to Canadian Beneficial Holders has been sent using information (as to name, address and shareholdings) obtained from the intermediaries pursuant to, and in accordance with, applicable securities legislation.

3.8 Voting by Attorney

A Shareholder may appoint an attorney to vote at the Scheme Meeting and at the EGM.

An attorney will be admitted to the Scheme Meeting and the EGM and given a voting card at point of entry upon disclosure of acceptable evidence of his or her name and address.

An attorney should bring an original or certified copy of the power of attorney by which a Shareholder has appointed the attorney to vote at the Scheme Meeting and at the EGM.

3.9 Voting by Body Corporate Representative

A body corporate who is a Shareholder, or who has been appointed a proxy of a Shareholder, may appoint a person to act as its body corporate representative at the Scheme Meeting and at the EGM.

The appointment must comply with section 250D of the Corporations Act. A pro-forma certificate of appointment of body corporate representative is available from Centamin's registry.

A body corporate representative will be admitted to the Scheme Meeting and at the EGM and given a voting card at point of entry upon disclosure of acceptable evidence of his or her appointment, name and address, and the identity of his or her appointer.

3.10 Voting entitlement

Each Shareholder who is registered on the Share Register at 7.00 pm (AWST) on 12 December 2011 is entitled to attend and vote in person, by proxy, attorney or (in the case of corporate shareholders) a body corporate representative at the Scheme Meeting and at the EGM.

Each Shareholder is entitled to one vote for each fully paid Share held.

If a Share is jointly held, only one of the Shareholders is entitled to vote. If more than one Shareholder votes a jointly held Share, only the vote of the Shareholder whose name appears first on the Share Register will be counted.

3.11 Questions

If you have any questions about your Shares or any other matter in this Scheme Booklet, please call Centamin's information line below and consult your financial, tax or other adviser without delay.

UK Registry: +44 870 889 3268 between 8.00 am to 5.00 pm (GMT) Monday to Friday.

Australian Registry: 1300 582 970 (within Australia) or +61 3 9415 4826 (outside Australia) between 8.30 am to 5.00 pm (AEDT) Monday to Friday.

Canadian Registry: 1 800 564 6853 between 8.00 am to 8.30 pm (EST) Monday to Friday.

4. ASSESSMENT OF THE REINCORPORATION

4.1 Introduction

This section sets out the Board's recommendations in respect of the Reincorporation, the Independent Expert's opinion on the Reincorporation, the potential advantages of the Reincorporation, the potential disadvantages of the Reincorporation and other considerations concerning the Reincorporation.

Further information on certain of the Reincorporation's tax implications for Eligible Scheme Participants is set out in section 8.

4.2 Directors' recommendation and reasons

The Board believes that the Reincorporation is in the Shareholders' best interests and unanimously recommends that Shareholders vote in favour of the resolution to approve the Reincorporation.

The Board has formed its conclusion and made its recommendation on the basis that the potential advantages of the Reincorporation (as described in section 4.4) outweigh the potential disadvantages and risks of the Reincorporation (as described in sections 4.5 and 4.6) and other considerations concerning the Reincorporation (as described in section 4.7).

The Directors have also considered the opinions contained in the report of the Independent Expert, which was engaged to determine whether the Reincorporation is in the best interests of the Shareholders.

All Directors who hold or control the right to vote Shares intend to vote in favour of the resolution to approve the Reincorporation. Details of the Shares and Options held by or on behalf of the Directors are set out in section 9.6.

4.3 Independent Expert's opinion

The Independent Expert has concluded that the advantages of the Scheme outweigh the disadvantages to the Shareholders and that the Scheme is therefore in the best interests of Shareholders.

The Independent Expert has concluded that the major advantages of the Scheme to Shareholders include the improved proximity to the operations of Centamin and its current Shareholder base and the benefits expected to flow from that including increased efficiency and effectiveness of management and enhanced attractiveness to investors. In addition, the Reincorporation is expected to provide greater flexibility in structuring future acquisitions. In contrast, the Independent Expert has concluded that the disadvantages are less material in nature and in some cases affect only a small proportion of the Shareholders, such as the additional practical difficulties Australian Shareholders might face in enforcing applicable corporate laws and Ineligible Foreign Shareholders who will be forced to sell their Shares.

The Independent Expert has evaluated the Scheme for Shareholders as a whole and has not considered the effect of the Scheme on the circumstances of individual Shareholders. Due to their particular circumstances, individual Shareholders may place a different emphasis on various aspects of the Scheme from the one adopted in the Independent Expert's Report. Accordingly, individuals may reach different conclusions to ours on whether the Scheme is in the best interests of Shareholders.

If in doubt, Shareholders should consult an independent adviser, who should have regard to their individual circumstances. Shareholders should also seek their own professional taxation advice based on their particular facts and circumstances as tax implications will vary depending on the circumstances of each individual Shareholder.

A copy of the Independent Expert's Report is set out in full in Annexure G of this Scheme Booklet.

4.4 Potential advantages of the Reincorporation

The Board believes the Reincorporation to be an important step in achieving Centamin's strategic goals. These strategic goals are set out in section 5.4. In considering the potential advantages of the Reincorporation, the Board has considered Centamin's ability to achieve its strategic goals whilst remaining an Australian incorporated company, and has determined that the Reincorporation will better position Centamin to realise its strategic goals. Potential advantages of the Reincorporation include:

(a) The Reincorporation is consistent with the needs of Centamin's international operations and its offshore growth intentions

The Reincorporation allows New Centamin to position itself in the EMEA region, where all of Centamin's operations are currently based.

As shown by the recent acquisition of Sheba Exploration (UK) Plc, Centamin has a global approach to seeking investment opportunities. It is expected that a move to the EMEA region may place New Centamin in a position where it is more likely to attract opportunities for investment in resource projects and companies. The regulatory and fiscal regime of a jurisdiction such as Jersey is expected to simplify financial structuring of Centamin's international operations.

(b) The Reincorporation is consistent with Centamin's growing offshore Shareholder base and has the potential to improve overseas investor interest

The focus of the Centamin Group has become increasingly international, with the majority of Shareholders residing outside Australia. Centamin is no longer listed on the Australian Securities Exchange, with its main listing on the LSE. The move to Jersey should therefore bring New Centamin's base closer to the increasingly large proportion of its internationally based shareholders, while allowing all shareholders to benefit from the protection of the UK City Code on Takeovers and Mergers.

The Reincorporation provides an opportunity to develop an expanded profile and investor interest in New Centamin Shares internationally. The change of domicile to Jersey will see New Centamin adopt a more international presence with a greater nexus to the larger EMEA region financial centres. It is expected that the Reincorporation will create a corporate structure that is able to facilitate flexibility in the terms and conditions upon which New Centamin can access international investment markets, particularly the UK.

Shareholders are currently unable to participate directly in the CREST system because Centamin is not incorporated in the UK. Participation by Shareholders in CREST can only be achieved through the use of Depositary Interests. Centamin is a foreign issuer for the purposes of the CREST Regulations and its Shares are ineligible to join CREST directly, and could only do so under the Depositary Interests system. By virtue of New Centamin's Jersey incorporation, New Centamin Shares can participate directly in the CREST system (thus negating the need for use of Depositary Interests) and continue to take advantage of an exemption from stamp duty reserve tax on the trading of New Centamin Shares. This is more attractive to UK and European investors and better reflects the economic support base of Centamin.

(c) The Reincorporation has the potential to create a more flexible global structure

As the Group continues to pursue its global approach to seeking investment opportunities, the Reincorporation will potentially provide the Group with greater flexibility in structuring future acquisitions.

Given the Group's future acquisitions will likely be in jurisdictions outside of Australia, holding these investments via an Australian entity may create inefficiencies and additional compliance obligations. The Reincorporation will potentially reduce these inefficiencies and additional compliance obligations by allowing these acquisitions to be made via New Centamin.

If the Reincorporation is implemented, New Centamin will seek admission of the New Centamin Shares to the premium segment of the Official List and to trading on the LSE's Main Market and to have the New Centamin Shares listed on the TSX. The advantages described above can therefore be obtained without affecting the way in which investors currently hold their investment in Centamin (other than in the case of Ineligible Foreign Shareholders, who will cease to hold such investment if the Scheme is implemented).

Shareholders may also refer to the discussion of these potential advantages contained in the Independent Expert's Report set out in Annexure G of this Scheme Booklet.

4.5 Potential disadvantages of the Reincorporation

Although the Scheme is recommended by the Board, and the Independent Expert has concluded that the Scheme is in the best interests of Shareholders, there are potential disadvantages that may result from the Reincorporation which include:

(a) Additional cost and administrative burden

There will be a one-off transaction cost in implementing the Scheme and obtaining admission to the premium segment of the Official List and to trading on the LSE's Main Market and listing on TSX of New Centamin Shares.

The total one-off costs of implementing the Reincorporation are estimated to be in the range of AUD\$2,500,000 to AUD\$2,700,000.

Implementation of the Reincorporation may also result in additional costs being incurred including, for example, those costs involved in maintaining a register in Jersey and ensuring compliance with applicable Jersey laws.

(b) Enforcement of applicable corporate laws for Australian resident Shareholders

At present, Australian resident Shareholders may take action to enforce provisions of Centamin's constitution or Australian corporations law as they relate to Centamin in Australian courts.

New Centamin is incorporated under the laws of Jersey and the majority of the Group's assets are located in Egypt. The majority of New Centamin's Directors and officers reside outside Australia and Jersey and all or a substantial portion of its assets and the assets of its Directors and officers are located outside Australia and Jersey. As a result, it may not be possible for investors to effect service of process within Australia or Jersey upon New Centamin or its Directors and officers or to enforce against them Egypt or any other jurisdiction any judgments of the courts of Australia including judgments predicated upon the civil liability provisions of the Corporations Act. The ability of a shareholder to bring an action against New Centamin may be limited under law.

(c) Differences between Australian and Jersey corporations and securities laws

On implementation of the Scheme, Shareholders will become shareholders in New Centamin. New Centamin, as a company incorporated in Jersey, will not be subject to all of the provisions of the Corporations Act to which Centamin is currently subject and to which Shareholders are familiar.

Some Shareholders may not be familiar with the Jersey law, which New Centamin will be subject to, and should refer to section 6.4(a) and to Annexure D, which sets out a comparison of corporations law in Australia (where Centamin is incorporated) and the Jersey Companies Law (where New Centamin is incorporated). Some of the differences could be viewed as advantageous to Shareholders, while others could be viewed as disadvantageous to Shareholders.

(d) The tax consequences of implementation of the Reincorporation may not suit your particular financial circumstances

Implementation of the Reincorporation may have tax consequences for Shareholders, including as a consequence of holding New Centamin Shares. In particular, Ineligible Foreign Shareholders and certain other Shareholders may realise a gain on which they may be taxed, depending on their specific circumstances. A general guide to the Australian, UK and Canadian taxation implications of the Reincorporation is set out in section 8. This guide is expressed in general terms based on the taxation laws as they currently stand and individual Shareholders should consult their own professional tax advisers as to the tax consequences of the Reincorporation in their own individual circumstances.

4.6 Potential risks of the Reincorporation

As Centamin's business will continue to be run on the same basis, the risks associated with holding New Centamin Shares are essentially the same as those associated with holding Centamin Shares.

However, there will be certain additional risks associated with, or resulting from, the Reincorporation which Shareholders should take into account when deciding whether to approve the Scheme, including:

• the effect of different legal regimes on shareholder rights (see the comparison of the Australian and Jersey legal regimes set out in Annexure D);
• the effect of different tax regimes (see the general guide to the taxation implications of the Reincorporation set out in section 8);
• the risk that the Scheme proceeds, but that New Centamin Shares will not be approved for admission to the premium segment of the Official List and to trading on the LSE's Main Market and/or for listing on the TSX (for further information regarding the LSE and TSX listing conditions to the Scheme, please refer to sections 9.4 and 9.5); and
• the potential loss of demand for New Centamin Shares in the Australian market by virtue of New Centamin not being an Australian incorporated entity.

Furthermore, while the Directors believe the approval of the Scheme and implementation of the Reincorporation will enhance shareholder value for the reasons set out in section 4.2 of this Scheme Booklet, there is no assurance that the market price of New Centamin Shares will increase after completion of the Schemes and admission to the premium segment of the Official List and to trading on the LSE's Main Market and listing on TSX of the New Centamin Shares. The price of New Centamin Shares may potentially be influenced by a number of factors beyond the control of New Centamin.

This section does not purport to represent a comprehensive or exhaustive list of factors which influence the risks associated with investing in New Centamin. Shareholders should:

• satisfy themselves as to the inherent risks associated with the exploration and mining industry in general and those which may be specifically applicable to New Centamin; and
• carefully examine all other information contained in this Scheme Booklet and consult their advisers before deciding whether to vote in favour of the Scheme.

This section should be read in conjunction with the Scheme disadvantages as set out in section 4.5.

4.7 Other considerations

Shareholders may also wish to consider the following considerations concerning the Reincorporation outlined below.

(a) Corporate governance regime

The Reincorporation will not have any material effect on Centamin's corporate governance regime. The Board and its various committees of Directors, the charters of the Board and its committees and Centamin's corporate policies as a whole already comply with the requirements of the UK Listing Rules and Canadian securities law. New Centamin expects to continue to apply Centamin's corporate governance policies and procedures in all material respects following the Reincorporation, which are summarised in section 5.10.

(b) Dividends

Centamin has not, since the date of its incorporation, declared or paid any dividends on its Shares and does not currently have a policy with respect to the payment of dividends. Any dividends paid by Centamin would likely be derived from foreign income and, therefore, franking credits may not have been available in Australia. However, the Reincorporation will eliminate the possibility that Australian Shareholders could receive franked dividends. A summary of the general taxation implications of receiving dividends from New Centamin is contained in section 8.

(c) The Scheme may be implemented even if you vote against it

You should be aware that even if you do not vote, or you vote against the Reincorporation, the Reincorporation will still be implemented if it is approved by the Requisite Majorities of Shareholders and the Court and all other conditions to the Scheme are satisfied or waived. If this occurs, on the Implementation Date (or before the Implementation Date but subject to the provision of the Scheme Consideration under the Scheme), all Shares will be transferred to New Centamin and you will be entitled to receive one New Centamin Share for each Share held by you on the Record Date (except for Ineligible Foreign Shareholders), even though you did not vote on, or voted against, the Reincorporation.

4.8 No brokerage or stamp duty

Shareholders should not incur any brokerage or stamp duty in Australia, the UK, Canada or Jersey in connection with the Reincorporation. However, if you are an Ineligible Foreign Shareholder, a selling commission will be deducted by the Nominee from the proceeds of sale of the New Centamin Shares on market attributable to your holding in Centamin.

5. PROFILE OF CENTAMIN

5.1 Overview

Centamin has been publicly traded on the Main Market of the LSE since November 2009 and on the TSX since April 2007. Centamin's registered office is located in Western Australia, Australia. The Group also maintains offices in Egypt and the UK. The Group has been active in Egypt since 1995 and in production since June 2009.

Centamin was incorporated in Australia on 24 March 1970. Prior to its migration to the Main Market of the LSE, Centamin's Shares had been publicly traded on the AIM market of the LSE since December 2001. Centamin was listed on the Australian Securities Exchange from 1970 until it was voluntarily removed from official quotation on 29 January 2010.

The Group's principal asset is a 160 square kilometre Exploitation Lease over the Sukari Project, which was granted in 2005 to Centamin's wholly owned subsidiary PGM, together with EMRA. The Sukari Project is located in the Eastern Desert, about 700 kilometres south of Cairo and approximately 30 kilometres southwest of the Red Sea coastal town of Marsa Alam. The Sukari Project is operated in accordance with the Concession Agreement by Sukari Gold Mining Company (Operating Company), a joint stock company established under the laws of Egypt and jointly owned by PGM and the EMRA.

Gold production at the Sukari Project commenced in June 2009, making the Sukari Project the first large-scale modern mine in Egypt. As at 1 June 2010, the Sukari Project had a Measured and Indicated Resource of 10.9 million ounces, and an Inferred resource of 3.5 million ounces, and a 9.1 million ounce reserve base. The Group is implementing an expansion program and has approved its Stage 4 expansion project, which seeks to increase the process capacity of the Sukari Project from 5Mtpa to 10Mtpa, which will include the provision of related infrastructure and services to support the expanded Sukari Project.

The Group's only other mineral exploration or mining assets are its interests in four exploration tenements in Ethiopia, which Centamin acquired in August 2011 following a recommended cash and share offer for the entire issued and to be issued share capital of Sheba Exploration (UK) Plc, which valued Sheba at approximately GBP7.48 million at the time of the offer. Sheba Exploration (UK) Plc has interests in, and is currently exploring, four gold and base metal exploration licences in the regional state of Tigray, in Northern Ethiopia. Sheba Exploration (UK) Plc operates through its sole subsidiary, Sheba Exploration Limited.

5.2 Corporate structure

The Group has seven Subsidiaries:

Subsidiary	Country of incorporation
PGM	Australia
North African Resources NL	Australia
Viking Resources Limited	Australia
Sheba Exploration (UK) Plc	UK
Sheba Exploration Limited	UK
Centamin UK Limited .	UK
Centamin Limited	Bermuda

5.3 Key Asset—Sukari Project

(a) Introduction

The Group's principal investment and asset is its interest in the Sukari Project, located in the Eastern Desert of Egypt. The Sukari Project is operated by the Operating Company, which is jointly owned by PGM and EMRA.

Location of the Sukari Project

Optimal initial design throughput at the Sukari Project was achieved during December 2009, when the 4Mtpa processing facility started performing in accordance with commercial production standards and in line with design specifications.

In January 2010, the Sukari Project commenced gold exports to a nominated overseas gold refinery. A further staged expansion to 10Mtpa processing capacity has been approved by the Group and is currently underway.

PGM has entered into a Concession Agreement with EGMSA (now EMRA) and the Egyptian Government that provides for exploration and exploitation rights at the Sukari Project.

Sukari Project development

Construction activities at the Sukari Project commenced in the second quarter of 2007 following completion of a definitive feasibility study in February 2007 and a significant equity capital raising in April 2007.

PGM has managed construction of the Sukari Project on the basis of individual contracts for engineering, procurement and construction management. PGM employed a strong owner's team to manage the various contractors while performing some functions itself. Construction contracts were a combination of vertical and horizontal packages tendered and awarded in Egypt and certain work such as the equipment refurbishment of the gold processing plant was carried out by PGM utilising direct hired labour and experienced expatriate supervision.

Development progress and key dates are detailed below:

February 2007 .	Sukari Project go-ahead decision
March 2007	Detailed engineering commenced
October 2007	Gold processing plant shipment arrived in Egypt
January 2008	Tailings storage facility construction commenced
April 2008 .	Concrete construction commenced
February 2009 .	Mine pre-strip commenced
June 2009	Seawater pipeline completed
June 2009	Cummins power plant on-line
June 2009	Commissioning of Stage 1 (oxide) commenced
June 2009	First gold pour
July 2009	Underground portal commenced
December 2009	Design throughout 4Mtpa reached
January 2010	First gold export
April 2010 .	Commercial production declared (for accounting purposes)
April/May 2010	Stage 2 sulphide circuit commissioned
December 2010	Sukari Stage 4 Scoping Study results released and engineering, procurement and construction management contract awarded
May 2011	Stage 3 commissioning commences
May 2011	Commercial production commenced regarding underground operation
August 2011	Stage 4 expansion to 10Mtpa approved by the Board

Following the completion of Stage 1 and Stage 2 commissioning activities during the first half of 2010, the Group is currently ramping the Sukari Project up to the Stage 3 production rate.

Egypt's Political Situation

Egypt is undergoing a political transition. The Supreme Council of the Egyptian Armed Forces has taken temporary control of the day-to-day affairs of the country and is overseeing a proposed transition to democracy. The current political situation in Egypt has not affected the safety of the Group's employees or materially affected its day to day operations at the Sukari Project. However, the political outlook remains uncertain and the Group and its financial performance could be adversely affected by any further political upheaval or associated events.

(b) Overview of Sukari Concession Agreement

(i) Background

Foreign investments in the petroleum and mining sectors in Egypt are governed by individual production sharing agreements (concession agreements) between foreign companies and the Ministry for Petroleum and Mineral Resources or EMRA (as the case may be) and are structured as individual acts of parliament.

Through its wholly owned subsidiary, PGM, Centamin entered into the Concession Agreement with EGSMA (now EMRA) and the Arab Republic of Egypt (ARE) granting PGM and EMRA the right to explore, develop, mine and sell gold and associated minerals in specific concession areas located in the Eastern Desert of Egypt. The Concession Agreement came into effect under Egyptian law on 13 June 1995. The Concession Agreement was issued by way of presidential decree after the approval of the People's Assembly in accordance with the Egyptian Constitution and Law No. 61 of 1958. The Concession Agreement was issued in accordance with the Egyptian Mines and Quarries Law No. 86 of 1956 which allows for the Ministry to grant the right to parties to explore and mine for minerals in Egypt.

Once the status of the Concession Agreement had been converted from exploration to exploitation, PGM, together with EMRA, were granted an Exploitation Lease over 160 square kilometres surrounding the Sukari Project site. The Exploitation Lease was signed by PGM, EMRA and the Egyptian Minister of Petroleum and gives tenure for a period of 30 years, commencing 24 May 2005 and extendable by PGM for an additional 30 years upon PGM providing reasonable commercial justification.

(ii) Overview of joint venture arrangement

Following demonstration of a commercial discovery, PGM and EMRA were required to establish the Operating Company owned 50% by each party with equal board representation. The Operating Company was incorporated under the laws of Egypt on 13 April 2006. The Operating Company was formed to conduct exploration, development, exploitation and marketing operations in accordance with the Concession Agreement.

Responsibility for the day to day management of the Sukari Project rests with the general manager, who is appointed by PGM, with the board of the Operating Company acting by simple majority.

(iii) Fiscal terms of the Concession Agreement

The fiscal terms of the Concession Agreement require that PGM solely funds the Operating Company but is entitled to recover the following costs and expenses payable from sales revenue (excluding the royalty payable to ARE, described further in the paragraphs below):

• (A) all current operating expenses incurred and paid after the initial Commercial Production;
• (B) exploration costs, including those accumulated to the commencement of Commercial Production (at the rate of 33.3% of total accumulated cost per annum); and
• (C) exploitation capital costs, including those accumulated prior to the commencement of Commercial Production (at the rate of 33.3% of total accumulated cost per annum).

Recovery of capital costs shall include interest on a maximum of 50% of investment borrowed from financial institutions not affiliated with PGM provided that PGM shall use best efforts to obtain the most favourable rate of interest, not to exceed LIBOR + 1%. If costs recoverable by PGM exceed the sales revenue (excluding any royalty payable to ARE) in any financial year, the excess is carried forward for recovery in the next financial year or years until fully recovered, but in no case after the termination of the Concession Agreement. As at 30 June 2011, remaining accumulated recoverable costs stood at approximately US\$446.7 million.

After deduction of the recoverable expenses by PGM and payment of the royalty to ARE, the remainder of the sales revenue from the Sukari Project will be shared equally by PGM and EMRA, except that for the first and second years in which there are net proceeds for the entire year, an additional 10% of such proceeds will be paid to PGM as an incentive (ie 60% to PGM and 40% to EMRA), and for each of the next two years in which there are net proceeds for the entire year, an additional 5% of such proceeds will be paid to PGM (ie 55% to PGM and 45% to EMRA).

PGM also has a first right of refusal to be appointed as marketing agent on demonstrating its capacity to successfully perform the role. This would entitle PGM to recover up to an additional 2% of gross sales proceeds from gold and associated minerals to cover the expenses associated with safely transporting and refining gold and associated minerals, further increasing the proportion of net operating cashflow distributed to PGM.

The aggregate effect of the fiscal terms of the Concession Agreement is such that Centamin will receive the majority of the net operating cashflows (excluding taxes and levies) from the Sukari Project over the current life of mine.

The ARE is entitled to a royalty of 3% of net sales revenue from the sale of gold and associated minerals from the Sukari Project, payable in cash in each calendar half year. Net sales revenue is calculated by deducting from sales revenue all shipping, insurance, smelting and refining costs, delivery costs not payable by customers, all commercial discounts and all penalties (relating to the quality of gold and associated minerals shipped).

(iv) Title and requisition rights

Under the Concession Agreement, all land in the Sukari Project shall be the property of EMRA as soon as it is purchased. The title to the fixed and movable assets is to be transferred by PGM to EMRA as soon as the costs of such are recovered by PGM, with PGM being entitled to use all fixed and movable assets during the term of the Exploitation Lease and any extensions thereof.

In case of national emergency, due to war or imminent expectation of war or internal causes, ARE may, by virtue of a ministerial decree, requisition all or part of the production from the areas that are the subject of the Concession Agreement, and require the Operating Company to increase production to the utmost extent. ARE may, by virtue of a Presidential decree, also requisition the mine itself and, if necessary, related facilities. Such requisitions will not be concluded before ARE consults with PGM and EMRA in respect of such requisitions. In the event of any requisition, ARE must indemnify EMRA and PGM for the period during which the requisition is maintained. Such indemnity is not capped and shall be the sum of the loss that is actually incurred by either PGM and/or EMRA in addition to the likely profit that PGM and/or EMRA would have generated if the ARE had not requisitioned the production and/or the Sukari Project.

(v) Termination rights

ARE has the right to terminate the Concession Agreement in the following circumstances:

• (A) PGM has knowingly submitted any material false statements to the Egyptian government, which were of material consideration for the execution of the Concession Agreement;
• (B) PGM assigns any interest to any unrelated party otherwise than in accordance with the Concession Agreement;
• (C) PGM does not comply with any final decision reached as a result of provisions in the Concession Agreement with respect to disputes and arbitration;
• (D) PGM intentionally extracts any mineral other than gold and associated minerals authorised by the Concession Agreement without the approval of the Egyptian government, except where such extraction is an unavoidable result of operations conducted in accordance with accepted mining industry practice and which shall be notified to the Egyptian government as soon as possible; or
• (E) PGM commits any material breach of the Concession Agreement.

If the Egyptian government deems that any one of the foregoing causes exists, the government is required to give PGM 90 days' notice to remedy the defaults. If the default remains unremedied at the expiration of the grace period, the Egyptian government may terminate the Concession Agreement by virtue of a presidential decree.

The above termination provisions do not exclude the right of the Egyptian government to terminate the Concession Agreement for public interest consideration which is deemed implied in any administrative contract and of public policy.

5.4 Strategy

Centamin's strategy has been to maximise the value of its current assets and to increase its Reserve and Resource base by:

(a) Value optimisation of the Sukari Project

Centamin is committed to optimising the value of the Sukari Project by increasing production through the expansion of the processing plant to a rate of 10Mtpa, by accessing higher grade ore from the underground mine, and by continuing to explore Sukari hill and potential future ore sources in the wider Sukari tenement area.

(b) Pursuing growth through successful exploration

Since commencing work in Egypt in 1995, the Group has been dedicated to pursuing a strategy of growing its resource base through exploration. Centamin intends to continue its exploration efforts with similar expenditure levels to those in recent years. Centamin intends to continue to focus its exploration efforts principally within Egypt, and at the Sukari Project specifically, but, following its recent acquisition of Sheba Exploration (UK) Plc, may consider further exploration opportunities elsewhere in the region.

(c) Pursuing growth through successful acquisitions

Centamin intends to leverage its accumulated project development and operational expertise to seek additional growth opportunities in the long-term. These opportunities may be sought through acquisition of suitable companies, development projects or assets, or joint ventures with parties that lack the capability to develop and operate a particular asset. Centamin is well positioned to selectively pursue attractive acquisition opportunities and take advantage of the expected consolidation in the gold mining sector.

(d) Operating safely and in an environmentally and culturally sensitive manner

Centamin is committed to high standards in relation to the safety of its people and the impact it has on the environment and communities in which it operates. As a foreign company with a long term objective of investing in Egypt, the Group considers sustained high performance in these key areas as critical to its long term success.

5.5 Key Strengths

The Directors believe that the Group has a number of key strengths, including:

(a) Potential for expansion of gold production at Sukari

The total Mineral Reserves at Sukari were estimated at 245Mt of ore at an average grade of 1.15g/t Au for 9.1Moz of contained gold as at 1 August 2010. Centamin is currently implementing a rapid expansion program and has approved its Stage 4 expansion project, which seeks to increase the process capacity of the Sukari Project from 5Mtpa to 10Mtpa. This expansion program will include the provision of related infrastructure and services to support the expanded Sukari Project. The Sukari Project, based on an expanded 10Mtpa process plant coming on stream in 2013, has an open pit mine with a mine life of 18 years. A key part of the value optimisation strategy is to evaluate the economic viability of an expansion of the current open pit mining and processing facilities and increase ore production through further development of underground mining.

(b) Conservative capital structure

The Sukari Project has historically been fully equity funded through a series of equity raisings such that Centamin has no bank debt and no hedging in place. The Directors believe this provides Centamin with the flexibility to optimise its production profile to achieve long-term value, without the short-term limitations of meeting strict debt repayments and covenants. As the Group's operations increase in scale, the Group may in the future seek to use debt financing where this can be done without limiting the flexibility of the business.

(c) Significant resource base

As at 1 June 2010, the Sukari Project has a Measured and Indicated Resource of 10.9Moz, and an Inferred Resource of 3.5 million ounces, and a 9.1Moz Reserve base. Mineralisation at the Sukari Project remains open along strike and at depth and further resource upgrades are expected. An intensive drilling program is ongoing.

There are further prospects for exploration elsewhere within the 160 square kilometre Sukari Exploitation Lease. Regional mapping and geochemical sampling is underway on the concession area in an effort to better understand the regional prospectivity and to rank known areas of anomalous mineralisation.

(d) First-mover position in Egypt

The Group has been exploring in Egypt since 1995 and is the first foreign company to operate a modern large-scale gold mine in Egypt. The Sukari Project is currently the only large-scale gold mine in Egypt. As such, the Group has gained a significant first-mover advantage that it hopes will be of benefit to the Group in acquiring and developing other gold projects in the region.

(e) Relationships and experience in Egypt

The PGM management team comprises a combination of foreign and Egyptian employees, giving it the ability to effectively manage Egyptian business and cultural issues and also access international mining practices and foreign capital. This assists with government relations, community relations and business dealings with local contractors.

5.6 Reserves and Resources

The Mineral Reserve and Resource estimates in this document are based on the technical report titled ''Form 43-101F1 Technical Report—Mineral Reserve and Resource Estimate for the Sukari Gold Project, Egypt'' (Technical Report) dated 6 December 2010 authored by Nic Johnson of Hellman & Schofield Pty Ltd, and Group employees, Andrew Pardey and Richard Osman, each of whom is a ''Qualified Person'' as defined in NI 43-101. The Technical Report has been filed with the securities regulatory authorities in each of the provinces of Canada other than Quebec. Information in this ´ section arising subsequent to the date of the Technical Report, if any, regarding the development of the Sukari Project is provided by Centamin management and was prepared under the supervision of Richard Osman, who is a ''Qualified Person'' for the purposes of NI43-101 and an employee of the Group. Portions of the information, including technical and scientific information, are based on assumptions, qualifications and procedures that are not fully described in this Scheme Booklet. Reference should be made to the full text of the Technical Report, which is available for review on SEDAR's website at www.sedar.com.

Mineral Resources at the Sukari Project, as at 1 June 2010, are shown in the following table. PGM has a 50% interest in these Mineral Resources. The resources are presented in accordance with the JORC Code, which provides an equivalent presentation to NI 43-101 and the CIM Standards.

		TOTAL RESOURCE (AS AT 1 JUNE 2010)
	Measured		Indicated			Total Measured + Indicated			Inferred
Cut-off	Tonnes	Grade	Tonnes	Grade	Tonnes	Grade	Gold	Tonnes	Grade	Gold
g/t Au	(Mt)	(g/t Au)	(Mt)	(g/t Au)	(Mt)	(g/t Au)	(Moz)	(Mt)	(g/t Au)	(Moz)
0.5	84.0	1.4	151.7	1.4	235.7	1.4	10.9	68.9	1.6	3.5
0.7	61.2	1.7	112.8	1.7	174.0	1.7	9.8	50.1	2.0	3.2
1	40.5	2.1	75.9	2.2	116.4	2.2	8.2	33.8	2.5	2.7

Notes to table:

Figures in table may not add correctly due to rounding.

The Measured and Indicated amounts include both proven and probable reserves.

The resources are estimates of recoverable tonnes and grades using Multiple Indicator Kriging with block support correction. Measured Resources lie in areas where drilling is available at a nominal 25 25 metre spacing, Indicated Resources occur in areas drilled at approximately 25 50 metre spacing and Inferred Resources exist in areas of broader spaced drilling. The resource model extends from 9700mN to 12200mN and to a maximum depth of 2mRL (a maximum depth of approximately 1,050 metres below wadi level). The Mineral Resource estimate is adjusted to the end of May 2010 mining surface and for historical underground mining voids.

The Group has quality assurance / quality control systems in place at the Sukari Project to monitor the precision and accuracy of all sampling and assaying. Some conclusions from the analysis of the available quality assurance / quality control data are:

• sample recoveries of the diamond and RC drilling are very good, being 95% and 86%, respectively;
• repeat analyses have continued to confirm that the precision of sampling and assaying is within acceptable limits for sampling of gold deposits; and

• assaying by an alternative method has continued to confirm that the principal assay method (aqua regia) is accurate.

Exploration drilling to date has solely focused on the Sukari porphyry, and initially around the Amun Zone, where the bulk of the Mineral Resource is located. Work has subsequently continued north through the Ra, Gazelle and into the northern Pharaoh Zones. Drilling shows there is potential to increase the Sukari Project resource base down dip of current mineralisation in the Amun Zone, and along strike to the north in the Ra and Pharaoh Zones, in near surface and deeper environments.

The Group has 6 drill rigs at the Sukari Project and is advancing the drilling northwards as well as continuing to investigate the depth extensions and generating and testing regional targets within the concession area. The orebody is not closed off leaving the opportunity for increases in the resources. Approximately 24% of estimated resources are in the Inferred category due to irregular drill hole spacing, particularly in the Pharaoh Zone. Infill drilling to a regular spacing on 25 metre spaced sections is expected to upgrade some of this material to higher confidence categories and allow its inclusion in mineral reserve estimates.

The table below details the Sukari ore Reserves, based on 1 June 2010 resource estimate. PGM has a 50% interest in these ore Reserves.

	Proven		Probable		Mineral Reserve
	Tonnes	Au		Tonnes Au		Au	Cont Au
	(Mt)	(g/t)	(Mt)	(g/t)	(Mt)	(g/t)	(Moz)
New Reserve(1)	102.4	1.0	142.9	1.1	245.4	1.1	9.1
Previous Reserve(4)	69.1	1.37	90.1	1.4	159.3	1.3	7.1

SUKARI OPEN PIT MINERAL RESERVES (AS AT 1 AUGUST 2010)(2)(3)

Notes to table:

(1) Includes surface stockpiles totalling 3.1Mt @ 0.58 g/t.

(2) Based on as mined surfaced as at 1 August 2010.

(3) Ultimate pit design has a waste to ore ratio of 5.5:1.

(4) Announced 9 April 2009 at US\$700/oz Au.

The reserves have been estimated by PGM, based upon the previous mineral resource estimate prepared by Hellman & Schofield Pty Ltd in June 2010. The resource estimate is based on 189,983 two-metre down hole composites from diamond and RC drill holes and surface rock chip samples.

The Mineral Reserves are contained within designed and scheduled open pits which were based upon the results of pit optimisation and Measured and Indicated Resources. The Inferred Resources which occur within the pit design are treated as waste in the production schedule and project economic evaluation.

5.7 Financial position

The selected financial information of the Group that is set out in this section 5.7 has, unless otherwise indicated, been derived from Centamin's reviewed interim consolidated financial statements for the half-year ended 30 June 2011, audited consolidated financial statements for the six months ended 31 December 2010 and audited financial statements for the financial year ended 31 December 2010 and 30 June 2009. A copy of these financial statements can be obtained at Centamin's website at www.centamin.com.

Shareholders are reminded that the selected financial information below is a summary only and Shareholders should read the whole of this document and not rely on the key or summarised information.

(a) Condensed Consolidated Statement of Comprehensive Income

The amounts below were reported in US\$, but have been converted to AUD\$ based on the exchange rate at the end of the reporting period as disclosed in the notes below.

	Six Months Ended		Financial Year Ended 30 June
	30 Jun 2011	31 Dec 2010	2010	2009
	AUD\$'000(1) Reviewed	AUD\$'000(2) Audited	AUD\$'000(3) Audited	AUD\$'000(4) Audited
Revenue	155,885	85,804	44,245	3,565
Other revenue	1,892	38	1,042	15
Cost of sales	54,991	49,419	18,120	670
Production royalty	4,656	2,562	2,587	—
Foreign exchange (loss)/ gain	1,851	1,567	4,240	23,766
Corporate administration expenses	2,225	3,692	6,820	2,640
Share based payments	522	14	2,020	3,951
Other expenses	97	195	—	—
Profit / (Loss) before income tax	97,138	31,528	19,979	27,448
Tax income/(expense)	—	—	4,879	208
Net Profit / (loss) for the period	97,138	31,528	15,100	27,239

Notes:

(1) Daily exchange rate on 30 June 2011 of AUD\$ 1 = US\$1.0739.

(2) Daily exchange rate on 31 December 2010 of AUD\$ 1 = US\$1.0163.

(3) Daily exchange rate on 30 June 2010 of AUD\$ 1 = US\$0.8523.

(4) Daily exchange rate on 30 June 2009 of AUD\$ 1 = US\$0.8114.

The above Condensed Consolidated Statement of Comprehensive Income should be read in conjunction with the accompanying notes in Centamin's reviewed interim consolidated financial statements for the half-year ended 30 June 2011, audited consolidated financial statements for the six months ended 31 December 2010 and audited financial statements for the financial year ended 31 December 2010 and 30 June 2009.

(b) Condensed Consolidated Statement of Financial Position

The amounts below were reported in US\$, but have been converted to AUD\$ based on the exchange rate at the end of the reporting period as disclosed in the notes below.

	Six Months Ended		Financial Year Ended 30 June
	30 Jun 2011	31 Dec 2010	2010	2009
	AUD\$'000(1) Reviewed	AUD\$'000(2) Audited	AUD\$'000(3) Audited	AUD\$'000(4) Audited
Cash and cash equivalents	136,276	151,863	36,755	84,556
Trade and other receivables	34,975(5)	126	3,891	37
Inventories	49,127	37,407	25,649	4,659
Other financial assets	15,294	453	314	1,165
Total current assets	235,672	189,848	66,609	90,417
Plant and equipment	283,640	275,504	332,127	73,797
Deferred tax assets . Exploration, evaluation and development	—	—	—	5,058
expenditure	177,896	165,201	162,531	331,618
Total non-current assets	461,536	440,706	494,658	410,473
Total assets	697,207	630,554	561,267	500,890
Trade and other payables	19,129	17,713	26,052	9,187
Current tax liabilities .	413	437	521	547
Provisions.	701	655	652	747
Total current liabilities	20,244	18,805	27,225	10,481
Provisions	2,408	2,582	3,076	2,140
Total non-current liabilities	2,408	2,582	3,076	2,140
Total liabilities	22,652	21,387	30,302	12,620
Net assets	674,555	609,167	530,966	488,270

Notes:

(1) Daily exchange rate on 30 June 2011 of AUD\$ 1 = US\$1.0739.

(2) Daily exchange rate on 31 December 2010 of AUD\$ 1 = US\$1.0163.

(3) Daily exchange rate on 30 June 2010 of AUD\$ 1 = US\$0.8523.

(4) Daily exchange rate on 30 June 2009 of AUD\$ 1 = US\$0.8114.

(5) Trade and other receivables are made up of an accrual of 24,409 oz of gold and 2,002 oz of silver at the refiners at 30 June 2011.

The above Condensed Consolidated Statement of Financial Position should be read in conjunction with the accompanying notes in Centamin's reviewed interim consolidated financial statements for the half-year ended 30 June 2011, audited consolidated financial statements for the six months ended 31 December 2010 and audited financial statements for the financial year ended 31 December 2010 and 30 June 2009.

Centamin prepares its financial statements in accordance with generally accepted accounting principles in Australia. In addition to these Australian requirements, Centamin must comply with certain Canadian securities law requirements, due to its listing on the TSX.

A list of Centamin's announcements is available on Centamin's website at www.centamin.com and under Centamin's issuer profile on SEDAR at www.sedar.com.

5.8 Material change in Centamin's Financial Position since 30 June 2011 accounts

To the knowledge of the Directors, and except as disclosed elsewhere in this Scheme Booklet, the financial position of the Group has not materially changed since 30 June 2011, the date of Centamin's last published half yearly financial reports.

Shareholders can obtain a copy of Centamin's full unaudited interim results for the half year ended 30 June 2011 through Centamin's website at www.centamin.com and under Centamin's issuer profile on SEDAR at www.sedar.com. Copies of Centamin's half year financial report for the six months ending 30 June 2011 can also be obtained free of charge from Centamin by calling:

UK Registry: + 44 870 889 3268 between 8.00 am to 5.00 pm (GMT) Monday to Friday.

Australian Registry: 1300 582 970 (within Australia) or +61 3 9415 4826 (outside Australia) between 8.30 am to 5.00 pm (AEDT) Monday to Friday.

Canadian Registry: 1 800 564 6853 between 8.00 am to 8.30 pm (EST) Monday to Friday.

5.9 Directors and senior management

As at the date of this Scheme Booklet, the Directors are as follows:

(a) Mr Josef El-Raghy (Chairman)

Mr El-Raghy holds a Bachelor of Commerce Degree from the University of Western Australia and had a ten year career in stock broking. He was formerly a director of both CIBC Wood Gundy and Paterson Ord Minnett.

(b) Mr Harry Michael (Chief Executive Officer)

Mr Michael was executive director, chief operating officer and vice president of Operations of Equinox Minerals Limited, between 2004 and 2009. At Equinox, Mr Michael oversaw the development, commissioning and operation of the large scale Lumwana Copper Mine in Zambia.

Prior to joining Equinox, he was responsible for completing the bankable feasibility study for the Sukari Project, Centamin's flagship mine, during 2003 and 2004. His past experience includes the role of chief executive officer of Geita Gold Mine (AngloGold Ashanti) in Tanzania from 1998 to 2002, where he was responsible for the construction and operation of the mine. Prior to this, Mr Michael was general manager of the Iduapriem Gold Mine in Ghana (AngloGold Ashanti) from 1995 to 1998. He has held senior management roles in Granny Smith Gold Mine in Western Australia (Barrick Gold—1994 to 1998) and Porgera Gold Mine in Papua New Guinea (majority owned by Barrick—1990 to 1994) as well as other operational roles in the gold and iron ore sectors of the Australian mining industry. Mr Michael has also held a non-executive director position with Red Back Mining Inc from 2003 until March 2010.

(c) Mr Trevor Schultz (Executive Director)

Mr Schultz has a Masters Degree in Economics from Cambridge University, a Masters of Science Degree in Mining from the Witwatersrand University and completed the Advanced Management Program at Harvard University. With more than 40 years' experience at the executive management and board level with international mining companies, including BHP, RTZ/CRA, Pegasus Gold and Ashanti Goldfields, Trevor was most recently the President and chief executive officer of Guinor Gold Corporation.

Mr Schultz is currently a director of Pacific Road Capital Management.

(d) Mr Gordon Edward Haslam (Senior Non-Executive Director)

Mr Haslam is currently Chairman of the LSE listed Talvivaara plc (since 2006) and since 1 May 2004 has been a non-executive director of Aquarius Platinum Ltd. In addition, Mr Haslam has been the Chairman of the LSE listed South African Namakwa Diamonds Ltd since September 2011, having previously acted as its senior independent director since December 2007. In 1981, Mr Haslam joined Lonmin plc where he was appointed a director in 1999 and chief executive officer in November 2000 before retiring as such in April 2004. Mr Haslam has also held various positions with Falconbridge Nickel Mines and British Steel Corporation, was a director of Cluff Gold Plc until September 2007, and is a Fellow of the Institute of Directors (UK).

(e) Mr Mark Bankes (Non-Executive Director)

Mr Bankes is an international corporate finance lawyer. Mr Bankes has an MA from Cambridge University and joined Norton Rose in 1984. He worked in both London and Hong Kong and was a partner at Norton Rose LLP from 1994 to 2007 before starting his own business, Bankes Consulting EURL, in October 2007. Mr Bankes continues to act as a consultant to Norton Rose LLP. Mr Bankes specialises in international securities, mining policy and agreements, mergers and acquisitions and international restructurings for the resource sector. Mr Bankes has not held any other directorships in public companies during the previous five years.

(f) Mr Mark Arnesen (Non-Executive Director)

Mr Arnesen has extensive expertise in the structuring and negotiation of finance for major resource projects. He is a chartered accountant with over 20 years' experience in the international resources industry, including a role with the Billiton/Gencor group companies where he was a corporate Treasurer from 1996 to 1998. In 2000, Mr Arnesen joined Ashanti Goldfields Company Limited as Managing Director—International Treasury and held the position until 2004. From 2004 until 2006, Mr Arnesen worked with Equinox Minerals Limited and put in place the Lumwana project financing. In November 2006, Mr Arnesen joined Moto Goldmines Limited as the financial director and held the position until Moto Goldmines Limited was taken over by Randgold Resources Limited in late 2009. Mr Arnesen was a non-executive director of Natasa Mining Limited (2006 to 2010) and now sits on their Advisory Board. Mr Arnesen was a non-executive director of Asian Mineral Resources during 2010. Mr Arnesen was appointed as Acting Chief Executive Officer and Chief Financial Officer of Gulf Industrials Limited in October 2011. Mr Arnesen is currently also the sole director of ARM Advisors Proprietary Limited. Mr Arnesen serves as a member of the South African Institute of Chartered Accountants and holds a Bachelor of Commerce and Bachelor of Accounting degrees from the University of the Witwatersrand.

(g) Professor G. Robert Bowker (Non-Executive Director)

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

As at the date of this Scheme Booklet, Centamin's senior management team (excepting Mr El-Raghy, Mr Michael and Mr Schultz listed above) is as follows:

(a) Mr Christopher Aujard (General Counsel and Company Secretary)

Before joining Centamin in May 2011, Mr Aujard was the Group Legal Director and Company Secretary of Royal London, a UK-based life assurer, prior to which he held senior legal and company secretarial positions at a number of major financial institutions and banks in London. He has over 25 years' experience as a lawyer and has worked on corporate transactions in a variety of sectors and geographies. Mr Aujard holds a Masters degree in law from Cambridge University and undergraduate degrees in law and science from Monash University in Victoria, Australia.

(b) Mrs Heidi Brown (Company Secretary)

Mrs Brown is a Chartered Secretary with over 13 years' experience in the finance and securities industries. Mrs Brown also holds a Graduate Certificate of Applied Finance and Investment and a Diploma of Financial Advising through the Financial Services Institute of Australasia.

(c) Mr Pierre Louw (Chief Financial Officer)

Mr Louw has 25 years hands-on experience within the mining industry in both major and mid-tier gold and copper mining companies. Mr Louw is a member of the South African Institute of Professional Accountants and has extensive international experience having worked in Tanzania, Australia, Zambia and his native South Africa.

Mr Louw previously worked as Finance Director for the Lumwana Copper Mine, an Equinox Limited development in Zambia from 2005 to 2010. Prior to joining Equinox, he worked as Business and Financial Manager for Geita Gold Mine (AngloGold Ashanti) in Tanzania from 2000 to 2004. During this time he served as Honorary Treasurer on the Chamber of Mines of Tanzania and as an executive member of the Tanzanian Tax Stakeholders Forum representing the Tanzanian mining sector. Mr Louw has held management roles in the AngloGold corporate office where he worked as Divisional Manager and with Johannesburg Consolidated Investment Co, where he started his career in 1986. He holds a National Diploma in Financial Accounting from the University of Johannesburg and completed a Leadership Development Programme through the University of South Africa.

(d) Mr Youssef El-Raghy (General Manager—Egyptian Operations)

An officer graduate of the Egyptian Police Academy, Mr El-Raghy held senior management roles within the Egyptian Police force for a period in excess of ten years, having attained the rank of captain, prior to joining Centamin. Mr El-Raghy has extensive contacts within the government and industry and maintains excellent working relationships with all of Centamin's stakeholders within Egypt.

5.10 Corporate Governance

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

Historically, Centamin has adhered to:

• the best practice recommendations of the Australian Securities Exchange's Corporate Governance Council;
• the Financial Reporting Council's UK Corporate Governance Code;
• the best practice recommendations of the TSX; and
• the best practice recommendations prescribed under National Policy 58-201—Corporate Governance Guidelines.

Where there was any variation from those recommendations, those practices were the subject of the scrutiny of the full Board, having regard to the nature and size of the Group's business, for example:

• (a) Centamin previously had a single remuneration and nomination committee (however on 24 May 2011, Board approval was obtained for separate remuneration and nomination committees to be formed. The terms of reference for these committees are yet to be finalised); and
• (b) Centamin appointing Mr Josef El-Raghy (former chief executive officer) as its Executive Chairman on 3 March 2010, rather than appointing an independent, non-executive chairman.

The Directors recently opted to comply 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.

Centamin is currently considering certain recommendations put forward in the UK in respect of gender diversity on the boards of listed companies.

Historically Centamin has, from admission to the Official List, complied with a code of securities dealings in relation to the Shares, which is no less exacting than the Model Code published in the UK Listing Rules. The Model Code adopted will apply to the Directors and other relevant employees of the Group.

5.11 Centamin's issued securities

As at the date of this Scheme Booklet, Centamin's issued securities comprise:

• (a) 1,095,297,381 Shares; and
• (b) 2,630,150 Options.

Centamin is under no obligation to issue further Shares before commencement of the Scheme Meeting, other than Shares issued upon the exercise of certain Options. There are no arrears in dividends or defaults in principal or interest with respect to any of Centamin's outstanding securities.

(a) Shares

For the year to date to 12 October 2011, Centamin's trading volume on the LSE was approximately 1,111,461,038 Shares and on the TSX was approximately 876,064,379 Shares.

(b) Options

The Options collectively entitle Optionholders to subscribe for 2,630,150 Shares.

Details in relation to the existing Options as at the date of this Scheme Booklet are set out below:

Grant date	Expiry date	Exercise price	Balance
19 December 2008	19 December 2011	A\$1.00	1,000,000
15 April 2009 .	31 December 2012	A\$1.20	1,630,150

Further information as to the treatment of the Options is set out in section 6.4(b).

5.12 Disclosure obligations

Centamin is subject to regular reporting and continuous disclosure obligations because of its listings on the LSE and the TSX.

In order to comply with its legal and regulatory responsibilities arising from its listings, Centamin established a Shareholder Communications Policy and Continuous Disclosure Policy. Centamin has a Continuous Disclosure Policy which reflects the requirements of the Disclosure Rules and the Transparency Rules.

Further announcements concerning developments at Centamin will continue to be made available on the LSE website after the date of this Scheme Booklet. Continuous disclosure documents and reports lodged in relation to Centamin can also be obtained from any office of ASIC.

Centamin is also subject to reporting and disclosure obligations under the UK Listing Rules and the Canadian securities law. Centamin must publicly disclose (subject to certain exceptions) any material information that would reasonably be expected to affect the value of Centamin securities or influence investor decisions, and must also provide LSE and TSX with advance notification of such public disclosures.

Copies of announcements made by Centamin can be accessed on Centamin's website, www.centamin.com.

5.13 Employees

The table below sets out the number of people employed by Centamin, during the financial periods stated.

Employees	30 June 2011	31 December 2010	30 June 2010	30 June 2009	30 June 2008
Egypt	1,008	985	816	362	210
Australia .	3	3	3	2	2
UK	2	—	—	—	—
Total	1,013	988	819	364	212

As at 30 June 2011:

• less than 1% of employees were employed in management activities;
• approximately 24% of employees were employed in finance administration activities;
• approximately 74% of employees were employed in operations; and
• approximately 1% of employees were employed in construction.

Centamin also uses contractors, primarily involving construction activities with some involved in drilling and blasting activities.

During the peak of construction activities for the Sukari Project in 2009-2010 there were more than 700 contractors on site. The number of employees and contractors involved in construction is expected to rise and fall in future in line with the further development of expansion projects at the Sukari Project.

5.14 Incentive Plans

Set out below is an overview of New Centamin incentive plans. For an overview of New Centamin's intentions in relation to incentive plans, please refer to section 6.8.

(a) ESOP

Options have historically been issued to Directors and employees of Centamin under the Centamin ESOP (previously under the Employee Option Plan 2002) as part of their remuneration, at the discretion of the Directors, on the advice of the Nomination and Remuneration Committee, having regard, among other things, to the length of service with the Group and the past and potential contribution of the person to the Group.

There will be no Options outstanding pursuant to the ESOP as at the Implementation Date.

(b) LFS Plans

Shareholders approved the LFS Plans at the general meeting of Shareholders held on 15 February 2011. The LFS Plans were introduced to link the interests of the Directors and employees with those of Shareholders.

The EGM is being held to seek Shareholder approval to amend the respective rules of the LFS Plans to facilitate the substitution of New Centamin Shares for the Shares issued under the LFS Plans. A summary of the terms of the LFS Plans, including the proposed amendments, are set out in the EGM Notice in Annexure F.

5.15 Pensions

Centamin does not operate either a defined benefit or defined contribution pension scheme for its employees. Contributions are instead made to individuals' personal pension/superannuation schemes if required under the terms of their employment contracts or applicable laws.

5.16 Dividend Policy

Centamin has not, since incorporation, declared or paid any dividends and does not currently have a policy with respect to the payment of dividends. For the foreseeable future, Centamin anticipates that it will retain future earnings and other cash resources for the operation and development of its business. The payment of dividends in the future will depend on earnings, if any, and Centamin's financial condition and such other factors as the Directors consider appropriate.

6. PROFILE OF NEW CENTAMIN

6.1 Background

New Centamin is a public limited company incorporated in Jersey under the Jersey Companies Law on 10 October 2011. The rights of New Centamin security holders are primarily governed by the Jersey Companies Law and New Centamin's proposed Articles.

6.2 New Centamin's business

New Centamin was incorporated for the purpose of re-domiciling Centamin in Jersey under the Reincorporation. Accordingly, New Centamin has not conducted any business other than entering into the agreements and performing the acts summarised in this Scheme Booklet. If the Reincorporation is approved, then New Centamin's business will consist entirely of the business of Centamin, which will become New Centamin's wholly-owned subsidiary.

The Sukari Project has historically been fully equity funded through a series of equity raisings. As the Group's operations increase in scale, New Centamin may in future seek to use debt financing to fund its operating costs where this can be done without limiting the flexibility of the business. If additional financings are raised through the issuance of equity or convertible debt securities of New Centamin, the ability of New Centamin shareholders to participate may be affected by the application of the pre-emption rights summarised in section 6.4(a).

6.3 New Centamin's Directors and executive officers

New Centamin's board of directors immediately after the Reincorporation will be identical to the Board immediately prior to the Reincorporation.

New Centamin's executive officers immediately after the Reincorporation will be identical to Centamin's Executives immediately prior to the Reincorporation.

6.4 New Centamin's issued securities

Currently, New Centamin has on issue ten Subscriber Shares. Five Subscriber Shares are held by Ogier Nominees (Jersey) Limited and five Subscriber Shares are held by Reigo Nominees (Jersey) Limited. There are no other securities currently on issue.

Prior to the Implementation Date, five Subscriber Shares will be transferred to Mr Josef El-Raghy (Centamin Chairman) and five Subscriber Shares will be transferred to Mr Harry Michael (Centamin Chief Executive Officer).

Under the Reincorporation, New Centamin will issue New Centamin Shares. Shareholders will have their Shares transferred to New Centamin by order of the Court, and in exchange Shareholders (other than Ineligible Foreign Shareholders) will be entitled to receive New Centamin Shares. Mr El-Raghy and Mr Michael will each be issued with five less New Centamin Shares as Scheme Consideration due to the fact that they will each already hold five Subscriber Shares (therefore after implementation of the Scheme, they will each hold the same number of New Centamin Shares as they held in Centamin).

All New Centamin Shares to be allotted, including the Subscriber Shares, will rank equally in all respects (including with respect to voting rights) with the existing New Centamin Shares from their date of issue.

There are certain important differences between the rights attaching to Centamin's securities and the rights attaching to New Centamin's securities. There are also a number of significant differences between the laws governing Centamin's securities and the laws governing New Centamin's securities. The New Centamin securities, and the differences between Centamin securities and New Centamin securities, are discussed below and in more detail in the table in Annexure D.

(a) New Centamin Shares

New Centamin Shares will generally have the same rights as the Shares, with differences arising due to the fact that:

• (i) New Centamin Shares will have shareholder rights governed by different corporate documents and different laws than those governing the Shares. The primary corporate documents governing New Centamin shareholder rights will be New Centamin's Articles, rather than Centamin's constitution. The primary laws governing New Centamin shareholder rights will be the Jersey Companies Law, rather than Australian law.
• (ii) New Centamin will not be governed by the provisions of the Corporations Act which Centamin is currently governed by. New Centamin will be subject to the Jersey Companies Law, UK Listing Rules, applicable UK securities laws, TSX rules and Canadian securities law as it will be listed on the LSE and the TSX as part of the Reincorporation.

Key differences between the rights of the New Centamin Shares and the Shares are set out in the table below. For further details on the differences between New Centamin's and Centamin's governing documents and governing laws, please see Annexure D to this Scheme Booklet.

Shareholder Right	Centamin	New Centamin
Notice provisions	Under Centamin's constitution, subject to the terms of the constitution, a notice may be served by Centamin upon any Shareholder either personally or by sending it by post addressed to such Shareholder at the address entered in the Share Register or the address, facsimile number or electronic address supplied by him for the giving of notices to him or in any other way allowed under the Corporations Act.	Under New Centamin's Articles, if a New Centamin shareholder has a registered address outside Jersey and the UK but has notified New Centamin of an address in Jersey or the UK (as the case may be) at which notices or other documents may be given to him or her, or an address to which notices may be validly given by electronic communication in accordance with New Centamin's Articles, he or she is entitled to have notices given to him or her at that address, but otherwise no such person is entitled to receive a notice or other document from New Centamin. New Centamin shareholders may consent to being provided with notices by electronic communication by notifying New Centamin of their email address to be used for the purpose of receiving notices.
Pre-emptive offers	Under Centamin's constitution, Centamin must not allot Shares or other equity securities to a person on any terms unless it has made an offer to each person who holds Shares to allot to them on the same or more favourable terms a proportion of those securities that is as nearly as practicable equal to the proportion in nominal value held by them of Centamin's Share capital. The offer may be made in hard copy or electronic form.	A similar pre-emption right is included in New Centamin's Articles, however such pre-emptive offers shall be made to New Centamin shareholders in writing and shall be made either personally or by sending it by post to that New Centamin shareholder or to his or her registered address or, if he or she has no registered address in the UK or Jersey, to the address in UK or Jersey supplied by the New Centamin shareholder to New Centamin for the giving of notice to him or her or by means of electronic communication (in accordance with the Electronic Communications (Jersey) Law 2000). New Centamin shareholders may consent to being provided with notices by electronic communication by notifying New Centamin of their email address to be used for the purpose of receiving notices.
Related party transactions	The Corporations Act requires that Centamin obtain Shareholder approval to give a financial benefit to a related party of Centamin. Shareholder approval is not	There are no specific provisions under Jersey Companies Law in respect of related party transactions (but directors' duties apply).
	required in certain circumstances. Centamin is subject to the UK Listing Rules in respect of related party	New Centamin will be subject to the UK Listing Rules in respect of related party transactions.

transactions.

Shareholder Right	Centamin	New Centamin
Directors' indemnity or liability	The Corporations Act prohibits indemnification against specific liabilities. These are liabilities:	Under Jersey Companies Law, there is a prohibition on a company providing an indemnity to directors except for:
	• owed to Centamin or a related body corporate;	• liabilities incurred by a director in defending civil or criminal
	• for a pecuniary penalty order or a compensation order; or	proceedings where judgment is given in the director's favour, the proceedings are discontinued
	• that is owed to someone other than Centamin or a related body corporate and did not arise out of conduct in good faith.	otherwise than for some benefit conferred by the person or some detriment suffered by the person or which are settled on terms where, in
	The Corporations Act prohibits an indemnity for legal costs in specific circumstances such as where:	the opinion of the directors of New Centamin, the person was substantially successful on the merits in the person's resistance to the
	• an officer is found to have a liability for which they could not be indemnified;	proceedings; • any liability incurred otherwise than
	• an officer is found guilty in criminal proceedings;	to New Centamin if the director acted in good faith with a view to the best interests of New Centamin;
	• the grounds for a court order have been established in proceedings brought by ASIC or a liquidator; or	• any liability against which the company normally maintains insurance for persons other than directors; and
	• the court denies relief in proceedings for relief to the officer under the Corporations Act.	• where the court has granted certain relief to the person under the Jersey Companies Law.
Right to convene a shareholder meeting	Under Centamin's constitution, the Directors may, whenever they think fit, convene a general meeting. Except as	Under New Centamin's Articles, the directors may, whenever they think fit, convene a general meeting. The directors of New Centamin shall, on a requisition of members holding one-tenth or more of the total voting rights in New Centamin, call a general meeting within two months of the date of the deposit of the requisition.
	required by the Corporations Act, no Shareholder is entitled to convene or require Directors to convene a general meeting.
	Under the Corporations Act, Shareholders with at least 5% of the votes that may be cast at the meeting or at least 100
	members who are entitled to vote at the meeting may request the Directors to convene a meeting.	If the directors do not within 21 days from the date of the deposit of the requisition proceed duly to call a meeting to be held within two months of that date, the requisitionists, or any of them representing more than one-half of the total voting rights of all of them, may themselves call a meeting, but a meeting so called shall not be held after three months from that date.
Notice of shareholder meeting	Under Centamin's constitution, Shareholders must be given not less than 28 days' notice of a general meeting (exclusive of the day on which the notice is given but inclusive of the day for which the meeting is convened).	Under the Jersey Companies Law, a provision of a company's articles of association is void insofar as it provides for the calling of a meeting of the company or of any class of members of the company (other than an adjourned meeting) by a shorter notice than 14 days' notice in writing.
Shareholder resolutions	Under the Corporations Act, an ordinary resolution is to be passed by a majority of votes cast by those present and voting.	Under the Jersey Companies Law, an ordinary resolution is to be passed by a majority of votes cast by those present and voting.

Shareholder Right	Centamin	New Centamin
	Under the Corporations Act, a special resolution is passed by 75% of the votes cast by members entitled to vote on the resolution.	Under Jersey Companies Law a special resolution requires two thirds of the members to vote in favour of the resolution (unless the articles of
	Approval by special resolution of Shareholders is required for actions such as modifying or repealing Centamin's constitution, changing Centamin's name or type, selectively reducing or buying back	association specify a greater majority—in which case the greater majority stated in the articles will be required). New Centamin's Articles specify a majority of 75%.
	capital (in some circumstances), giving financial assistance in connection with the acquisition of Shares in Centamin, and undertaking a voluntary winding up of Centamin.	Approval by special resolution of shareholders is required for actions such as amending New Centamin's Articles, changing New Centamin's name or company type, reducing or buying back capital (in some circumstances), and undertaking a voluntary winding up of New Centamin.
Derivative action	Under the common law, Shareholders do not have the right to bring a common law	There is no statutory right to bring a derivative action under Jersey law.
	action on behalf of Centamin. Under the Corporations Act, a statutory	The right to bring derivative actions is governed by the common law.
	derivative action may be instituted by a Shareholder, former Shareholder or person entitled to be registered as a Shareholder, of Centamin. In all cases, leave of the court is required.	The Jersey common law on derivative actions is based on the position under English law prior to the introduction of the Companies Act 2006 (UK). Prior to the introduction of the Companies Act 2006 (UK) the common law concept of the derivative action developed from the rule in Foss v Harbottle (1843) 67 ER 189.
Relief from oppression	Under the Corporations Act, any Shareholder can apply for an order from the court in cases of conduct which is either contrary to the interests of Shareholders as a whole, or oppressive to, unfairly prejudicial to, or unfairly discriminatory against, any Shareholders in their capacity as a Shareholder, or themselves in a capacity other than as a Shareholder. Former Shareholders can also bring an action if it relates to the circumstances in which they ceased to be a Shareholder.	A shareholder of New Centamin may apply to the Jersey courts for an order that New Centamin's affairs are being or have been conducted in a manner which is unfairly prejudicial to the interests of its shareholders generally or of some part of its shareholders (including at least the shareholder) or that an actual or proposed act or omission of New Centamin (including an act or omission on its behalf) is or would be so prejudicial.
Buy-back of shares	Centamin's constitution provides that, subject to the Corporations Act, Centamin may reduce its capital in any way and may purchase its own Shares on such terms and conditions as may be determined by the Directors from time to time.	Under Jersey Companies Law, a company may purchase its own fully paid shares. Such a purchase (other than a purchase of its own shares by a company which is a wholly-owned subsidiary of another company) must be sanctioned by a special
	Australian law permits Centamin to buy back its outstanding shares through a specific buy-back scheme authorised by the Corporations Act if:	resolution of the company. The money used by a company to purchase its own shares may be funded from any source, including capital in accordance with the Jersey Companies Law.
	• the buy-back does not materially prejudice Centamin's ability to pay its creditors; and	The directors responsible for authorising the buy back payment will be required to follow the provisions of the Jersey
	• Centamin follows the procedures set out in the Corporations Act.	Companies Law including making a

ordinary resolution or special or opinion that:

The form of Shareholder approval (eg statement that they have formed the

• unanimous resolution), if required and immediately following the date on disclosure to be given to shareholders which the payment is to be made, the depend on the type of buy back. company will be able to discharge its liabilities as they fall due; and
• having regard to:
  • the prospects of the company and to the intentions of the directors with respect to the management of the company's business, and
  • the amount and character of the financial resources that will, in their view, be available to the company,

the company will be able to:

• continue to carry on business, and
• discharge its liabilities as they fall due,

for a period of 12 months after the date of such payment (or, if sooner, a solvent winding up of the company).

the shares of shareholders who have not proposal. accepted the offer if the offeror has achieved acceptances from 90% of the offerees.

resolution and any other sanction required • divide amongst the Shareholders in by the Jersey Companies Law, divide the kind the whole or any part of whole or any part of the assets of New Centamin's assets (whether they

Takeovers The Corporations Act restricts the The UK City Code on Takeovers and acquisition by any person of a ''relevant Mergers will apply to New Centamin interest'' in ''voting shares'' of Centamin because the UK Takeover Panel has where, because of that transaction, that statutory standing in Jersey. The UK City person's voting power or someone else's Code on Takeovers and Mergers provides ''voting power'' in Centamin increases that: above 20% (or, where the person's voting • if any person acquires (together with power was already above 20% and below persons ''acting in concert'' with him 90%, the person's ''voting power'' increases or her) an interest in shares carrying in any way at all). 30% or more of the voting rights in a

There is an exception from these company; or restrictions where the shares are acquired • if a person whose interest (including under takeover offers made under the persons ''acting in concert'') is Corporations Act to all shareholders between 30% and 50% increases his (which must be on the same terms for all or her (or their) stake, shareholders (subject to minor exceptions) and which must comply with the timetable such person shall, subject to limited and disclosure requirements of the exceptions, be required to make an offer Corporations Act). The purpose of these for all shares in the relevant class. provisions is to attempt to ensure that Jersey Companies Law contains provisions shareholders in the target company have a dealing with takeover offers and their reasonable and equal opportunity to share conduct including ''squeeze out'' in any premium for control and that they provisions, whereby an offeror can, are given reasonable time and enough following any offer, compulsorily purchase information to assess the merits of the

Winding up Centamin's constitution states that if New Centamin's Articles state that if New Centamin is wound up, the liquidator with Centamin is wound up, New Centamin the sanction of a special resolution, may: may, with the sanction of a special

upon any property to be divided and which there is a liability.

• vest the whole or any part of any such the shareholders of other classes of shares, the liquidator thinks fit but so that no ordinary New Centamin Shares.

consist of property of the same kind Centamin among the shareholders in or not) and may for that purpose set specie provided that no shareholder shall such value as he or she deems fair be compelled to accept any assets upon

may determine how the division is to On return of assets on liquidation or be carried out as between capital reduction or otherwise, the assets of Shareholders or different classes of New Centamin remaining after payment of Shareholders; or its liabilities shall subject to the rights of assets in trustees upon such trusts for be applied to the shareholders of ordinary the benefit of the contributories as shares equally pro rata to their holdings of

Shareholder is compelled to accept Under Jersey law, the two procedures for any Shares or other securities on dissolving a Jersey company are winding which there is any liability. up and desastre. A concept such as ´ administration does not exist under Jersey law (nor does receivership). The concept of a winding up is broadly similar to that under Australian law, except that under Jersey law, a winding up may only be commenced by the Jersey company and not by one of its creditors.

(b) New Centamin Options

If the New Centamin ESOP is approved by Shareholders as summarised in section 6.8(a), the New Centamin ESOP shall come into effect and the ESOP shall remain dormant within Centamin, all existing Options granted under the ESOP will either be exercised or lapse prior to the Implementation Date.

The only remaining Options that Centamin has on issue as at the date of the Scheme Booklet are held by the Investor Optionholder. The Investor Optionholder has agreed in principle to Centamin cancelling the Investor Optionholder's Options on issue and New Centamin issuing the Investor Optionholder an equivalent number of New Centamin Options.

6.5 Key terms of proposed Articles of New Centamin

A summary of the key terms of New Centamin's proposed Articles is included in the comparison of the Australian and Jersey legal regimes set out in Annexure D.

Under the Implementation Agreement, New Centamin is obliged to adopt the Articles prior to the Implementation Date.

6.6 Intentions of New Centamin

New Centamin presently intends for its business to consist entirely of the business of Centamin, as detailed in section 6.2 of this Scheme Booklet. New Centamin intends to continue to operate the business of Centamin in the ordinary course, without any changes to the business of Centamin or any redeployment of the fixed assets of Centamin. New Centamin does not intend to make any changes to the future employment of the present employees of Centamin.

6.7 Pro forma financial statements

Immediately following the Reincorporation, the New Centamin group will have the same assets and liabilities as Centamin had immediately before the Reincorporation. As a result, the pro forma financial position of Centamin immediately following the Reincorporation will be the same as the financial position of Centamin immediately prior to the Reincorporation. Refer to section 5.7 for information about the financial position of Centamin.

6.8 Incentive Plans

(a) New Centamin ESOP

At the EGM, Shareholder approval is being sought for New Centamin to adopt the New Centamin ESOP, which shall operate as a means of incentivising employees and executives of the Group following the Reincorporation.

Some of Centamin's senior management are resident in the UK. The LFS Plans are not appropriate for UK tax residents and therefore New Centamin is proposing the introduction of the New Centamin ESOP, a traditional share option plan. The purpose of the New Centamin ESOP is to allow these UK employees to participate in the growth in the value of New Centamin on a similarly, but no more beneficially, basis than other New Centamin employees who participate in the New Centamin LFS Plans.

It is the current intention that awards under the proposed New Centamin ESOP will be made to two current Centamin executives. The New Centamin ESOP is not open to directors and benefits under the plan are not pensionable.

The New Centamin ESOP will, if so approved, be formally adopted by New Centamin prior to the Implementation Date.

A summary of the rules of the New Centamin ESOP are set out in Attachment 1 to the EGM Notice in Annexure F.

A full copy of the New Centamin ESOP will be made available:

• free of charge to any Shareholder who so requests it by calling:
• UK Registry: +44 870 889 3268 between 8.00 am to 5.00 pm (GMT) Monday to Friday;
• Australian Registry: 1300 582 970 (within Australia) or +61 3 9415 4826 (outside Australia) between 8.30 am to 5.00 pm (AEDT) Monday to Friday; or
• Canadian Registry: 1 800 564 6853 between 8.00 am to 8.30 pm (EST) Monday to Friday;
• for inspection at Centamin's registered office at 57 Kishorn Road, Mount Pleasant, Western Australia, 6153 from the date of this Scheme Booklet until the date of the EGM;
• for inspection at the offices of Charles Russell LLP at 5 Fleet Place, London EC4M 7RD from the date of this Scheme Booklet until the date of the EGM; and
• for inspection at the EGM venue itself for at least 15 minutes prior to the EGM until the end of the EGM.

(b) LFS Plans

At the EGM, Shareholder approval is being sought to amend the LFS Plans in order to facilitate the substitution of all Shares issued under the LFS Plans for New Centamin Shares.

The Scheme is conditional on Shareholders approving these amendments to the LFS Plans. The LFS Plans will eventually be terminated, once all participant loans have been repaid and all shares held under them have been transferred to participants.

A summary of the key terms of the Executive Director LFS Plan and the proposed amendments to be made to the Executive Director LFS Plan are set out in Attachment 2 to the EGM Notice.

A summary of the key terms of the Employee LFS Plan and the proposed amendments to be made to the Employee LFS Plan are set out in Attachment 3 to the EGM Notice.

Centamin will be writing to each of the participants under the LFS Plans in order to notify them of the proposed amendments to the LFS Plans and to explain any documents that participants will be required to sign. In particular, the fixed charge entered into by each participant under the LFS Plans will be released, and each participant under the LFS Plans, as amended, will be required to enter into new documentation granting security over the New Centamin Shares to be received by them pursuant to the Scheme.

Full copies of the LFS Plans will be made available:

• free of charge to any Shareholder who so requests them by calling:
• UK Registry: +44 870 889 3268 between 8.00 am to 5.00 pm (GMT) Monday to Friday;
• Australian Registry: 1300 582 970 (within Australia) or +61 3 9415 4826 (outside Australia) between 8.30 am to 5.00 pm (AEDT) Monday to Friday; or
• Canadian Registry: 1 800 564 6853 between 8.00 am to 8.30 pm (EST) Monday to Friday;
• for inspection at Centamin's registered office at 57 Kishorn Road, Mount Pleasant, Western Australia, 6153 from the date of this Scheme Booklet and the date of the EGM;
• for inspection at the offices of Charles Russell LLP at 5 Fleet Place, London EC4M 7RD from the date of this Scheme Booklet until the date of the EGM; and
• for inspection at the EGM venue itself for at least 15 minutes prior to the EGM until the end of the EGM.

(c) New Centamin LFS Plans

At the EGM, Shareholder approval is being sought for New Centamin to adopt the New Centamin LFS Plans, which shall operate as a means of incentivising employees and executives of the Group following the Reincorporation.

The Scheme is conditional on Shareholders approving the adoption by New Centamin of the New Centamin LFS Plans. The New Centamin LFS Plans will, if so approved, be formally adopted by New Centamin prior to the Implementation Date.

The rules of the New Centamin Executive Director LFS Plan will be identical to the rules of the current Executive Director LFS Plan, save for references to ''Centamin'' being replaced with ''New Centamin'' and the specific amendments to be approved at the EGM described in section 6.8(b) above being incorporated. In addition, the directors of New Centamin intend to exercise their discretion under the rules of the New Centamin Executive Director LFS Plan to make certain administrative amendments to the rules of such plan to reflect New Centamin's Jersey incorporation.

The rules of the New Centamin Employee LFS Plan will be identical to the rules of the current Employee LFS Plan, save for references to ''Centamin'' being replaced with ''New Centamin'' and the specific amendments to be approved at the EGM described in section 6.8(b) above being incorporated. In addition, the directors of New Centamin intend to exercise their discretion under the rules of the New Centamin Employee LFS Plan to make certain administrative amendments to the rules of such plan to reflect New Centamin's Jersey incorporation.

Full copies of the New Centamin LFS Plans will be made available:

• free of charge to any Shareholder who so requests them by calling:
• UK Registry: +44 870 889 3268 between 8.00 am to 5.00 pm (GMT) Monday to Friday;
• Australian Registry: 1300 582 970 (within Australia) or +61 3 9415 4826 (outside Australia) between 8.30 am to 5.00 pm (AEDT) Monday to Friday; or
• Canadian Registry: 1 800 564 6853 between 8.00 am to 8.30 pm (EST) Monday to Friday;
• for inspection at Centamin's registered office at 57 Kishorn Road, Mount Pleasant, Western Australia, 6153 from the date of this Scheme Booklet and the date of the EGM;
• for inspection at the offices of Charles Russell LLP at 5 Fleet Place, London EC4M 7RD from the date of this Scheme Booklet until the date of the EGM; and
• for inspection at the EGM venue itself for at least 15 minutes prior to the EGM until the end of the EGM.

6.9 New Centamin—Tax treatment in Jersey

The following summary of the tax treatment in Jersey is based on the taxation law and practice in force at the date of this Scheme Booklet, and does not constitute legal or tax advice and shareholders should be aware that the relevant fiscal rules and practice and their interpretation may change. Shareholders should consult their own professional advisors on the implications of subscribing for, buying, holding, selling, redeeming or disposing of shares and the receipt of distributions, whether or not on a winding-up, with respect to the New Centamin Shares under the laws of the jurisdictions in which they may be taxed.

(a) Taxation of New Centamin

The Income Tax (Jersey) Law 1961 provides that the general basic rate of income tax on the profits of companies will be 0% and that only a limited number of financial services companies shall be subject to income tax at a rate of 10% (Zero/Ten Regime).

A ''financial services company'' under the Income Tax (Jersey) Law 1961 means any company that:

• (i) is registered under the Financial Services (Jersey) Law 1998 to carry out:
• (A) investment business; or
• (B) trust company business; or
• (C) fund services business, as an administrator or custodian in relation to an unclassified fund or an unregulated fund; or
• (ii) is registered under the Banking Business (Jersey) Law 1991, other than a company registered for business continuity under that Law, pursuant to Article 9A of the Banking Business (General Provisions) (Jersey) Order 2002; or
• (iii) holds a permit under the Collective Investment Funds (Jersey) Law 1988 by virtue of being a functionary who is an administrator or custodian mentioned in Part 2 of the Schedule to that Law.

In addition, Jersey utility companies, Jersey property income including profits from Jersey property development and profits from Jersey quarrying (and similar) activities, and, with effect from 1 January 2012, profits from the importation and supply of hydrocarbon oils in Jersey.

On the basis that New Centamin will not be carrying out any activities which fall into the higher rates of tax mentioned above, it should be subject to the basic rate of income tax of 0%.

Previously, concerns had been raised by the EU's Economic and Financial Affairs Council that certain aspects of the Zero/Ten Regime relating to business tax could be outside of the spirit of the EU Code of Conduct on Business Taxation. Following the EU Code of Conduct Group meeting held on 13 September 2011, the EU Code of Conduct Group has given its approval to Jersey's proposals to bring its business tax regime fully in line with the EU Code of Conduct on Business Taxation's criteria. The EU Code of Conduct Group announced that they accepted moves made by Jersey to remove the deemed distribution and attribution elements of the Zero/ Ten Regime—elements they had deemed harmful—in order to fully satisfy the EU Code of Conduct's criteria. It now remains for the EU Code of Conduct Group's decision to be ratified by the Economic and Financial Affairs Council in December 2011.

(b) Taxation of Dividends

New Centamin shareholders, including Jersey resident shareholders, will not suffer deduction of tax on payment of dividends by New Centamin. The attention of Jersey resident investors is drawn to Article 134A of the Income Tax (Jersey) Law 1961 (as amended), the effect of which may be, in certain circumstances, to render such a Jersey resident liable to income tax on any undistributed income or profits of New Centamin (however, as from January 2012 this will no longer be the case).

(c) Taxation of Capital Gains and Estate and Gift Tax

Under current Jersey law, there are no death or estate duties, capital gains, gift, wealth, inheritance or capital transfer taxes. No stamp duty or other transfer tax is levied in Jersey on the issue or transfer of New Centamin Shares. In the event of the death of an individual who is a New Centamin shareholder (whether or not a resident in Jersey), duty at rates of up to 0.75% of the value of the estate held may be payable on the registration of Jersey probate or letters of administration which may be required in order to transfer or otherwise deal with New Centamin Shares held by the deceased individual.

(d) Goods and Services Tax

A sales tax of 5% is generally paid in Jersey on the sale or exchange of goods and services used in Jersey. All businesses with a 12-month taxable turnover in excess of £300,000 must, by Jersey law, register for this tax. New Centamin is an international service entity within the meaning of the Goods and Services (Jersey) Law 2007, having satisfied the requirements set out in Article 59 to this law and those set out in the Goods and Services Tax (International Services Entities) (Jersey) Regulations 2008, as amended, and for so long as it is, a supply of goods or of a service made by or to New Centamin shall not be a taxable supply for the purposes of Jersey law.

New Centamin will maintain international service entity status if it continues to satisfy the requirements of Article 59 and the ISE Regulations if:

• (i) the name of New Centamin is entered onto the list of international service entities maintained by another international service entity which is:
• (A) authorized by the Jersey Comptroller of Taxes to maintain such list; and
• (B) registered under the Financial Services (Jersey) Law 1998 to carry on trust company business;
• (ii) the prescribed fee has been paid to the Jersey Comptroller of Taxes; and
• (iii) the following conditions are satisfied:
• (A) no more than 10% in value of all supplies of goods and services made by or to New Centamin are made to or from individuals who belong in Jersey or, to the extent that the supplies of goods or services made by or to it in Jersey exceed 10% of the value of all supplies of goods and services made by or to New Centamin, the supplies in Jersey are made only by or to an international service entity;
• (B) no individual who belongs in Jersey has the effective use, or the effective enjoyment, of any asset owned or administered by New Centamin; and
• (C) no individual who belongs in Jersey has the effective use, or the effective enjoyment, of any goods or services, supplied to or by New Centamin.

7. IMPLEMENTATION OF THE REINCORPORATION

7.1 The Reincorporation

The Reincorporation involves the establishment of a new corporate structure for Centamin, under which New Centamin (a new company incorporated in Jersey) will become the ultimate parent company of Centamin and its direct and indirect subsidiaries.

The Reincorporation will be effected by way of a Court-approved scheme of arrangement under Part 5.1 of the Corporations Act. Under the Scheme, Shareholders will have all of their Shares transferred to New Centamin by order of the Court, and in exchange will receive one New Centamin Share for each Share held on the Record Date.

7.2 Approvals

The following approvals, among others, must be obtained in order to complete the Reincorporation.

The Scheme must be approved at a meeting of the holders of Shares by:

• (a) unless the Court orders otherwise, a majority in number of the Shareholders present and voting on the resolution at the meeting either in person or by proxy, attorney or (in the case of corporate shareholders) a body corporate representative; and
• (b) at least 75% of the total number of votes cast by Shareholders on the resolution either in person or by proxy, attorney or (in the case of corporate shareholders) a body corporate representative.

The Scheme must also be approved by the Court, which is scheduled to consider the Scheme at a hearing on 20 December 2011.

7.3 Summary of Implementation Agreement

Centamin and New Centamin have entered into the Implementation Agreement in connection with the proposed Scheme. A copy of the Implementation Agreement is set out in Annexure A of this Scheme Booklet.

The Implementation Agreement sets out the obligations of Centamin and New Centamin in relation to the Scheme.

(a) Conditions

In addition to the Court making orders convening the Scheme Meeting and approval of the Scheme by Shareholders and the Court, the obligations of Centamin and New Centamin to implement the Scheme are subject to the following conditions being satisfied or, where applicable, waived in accordance with the terms of the Implementation Agreement:

• (i) (FIRB Approval) FIRB Approval is obtained and that approval is not subject to any conditions other than those which New Centamin considers to be acceptable;
• (ii) (Regulatory Approvals) all approvals, relief, exemptions, modifications, waivers and consents by any Authority which Centamin and New Centamin agree are reasonably necessary or desirable to implement the Scheme are obtained;
• (iii) (LSE listing) either:
• (A) admission to the Official List of the New Centamin Shares to be issued in connection with the Reincorporation becoming effective in accordance with the UK Listing Rules and the admission of such New Centamin Shares to trading becoming effective in accordance with the Admission and Disclosure Standards; or
• (B) if New Centamin and Centamin so determine:
  • (I) the UK Listing Authority having acknowledged to New Centamin or its agent (and such acknowledgement not having been withdrawn) that the application for the admission of the New Centamin Shares to the Official List with a premium listing has been approved and (after satisfaction of any UKLA Listing Conditions) will become effective as soon as a dealing notice has been issued by the FSA and any UKLA Listing Conditions having been satisfied; and
  • (II) the LSE having acknowledged to New Centamin or its agent (and such acknowledgement not having been withdrawn) that the New Centamin Shares will be admitted to trading;
• (iv) (TSX listing) TSX approves for listing on the TSX the relevant New Centamin Shares, subject only to the Scheme becoming Effective and such other conditions imposed by TSX as are acceptable to Centamin and New Centamin;
• (v) (Depositary Interests) cancellation of the Depositary Interests immediately prior to Close of Registers in accordance with the DI Deed and re-materialisation of the underlying Shares deposited with the Custodian, so that the person registered as the holder of the Depositary Interest immediately prior to the re-materialisation is then recorded in the Share Register as the holder of the underlying Shares;
• (vi) (Required Consents) before 8.00 am on the Second Court Date, all Required Consents (excluding those referred to in paragraphs 7.3(a)(ii) to (v)) that Centamin and New Centamin agree are necessary to implement the Reincorporation, have been received without the imposition of any term or condition unsatisfactory to the parties acting reasonably;

• (vii) (No restraints) as at 8.00 am on the Second Court Date, no temporary restraining order, preliminary or permanent injunction or other order by any court of competent jurisdiction, or any other legal restraint or prohibition from or by any Authority, is in existence that prevents the Reincorporation from being implemented;

• (viii)(Nominee) before 8.00 am on the Second Court Date, New Centamin has appointed a Nominee and the Nominee having agreed to sell the New Centamin Shares in respect of the entitlements for Ineligible Foreign Shareholders; and

• (ix) (EGM resolutions) resolutions 2 to 5 as set out in the EGM Notice being approved by Shareholders at the EGM.

As at the date of this Scheme Booklet, Centamin is not aware of any circumstances which would cause the conditions summarised above not to be satisfied.

The TSX has conditionally approved New Centamin Shares for listing (subject to New Centamin fulfilling all of the listing requirements of the TSX).

Centamin has appointed RBC Europe Limited, trading as RBC Capital Markets as Nominee to sell the New Centamin Shares in respect of the entitlements for Ineligible Foreign Shareholders.

Centamin will advise Shareholders of the status of the various conditions at the Scheme Meeting.

(b) Termination

The Implementation Agreement may be terminated in certain circumstances, including:

• (i) at any time prior to 8.00 am on the Second Court Date by either party if:
• (A) the other party is in material breach of the Implementation Agreement, provided, that the terminating party must have given notice to the other party setting out the relevant circumstances and stating an intention to terminate, and the relevant circumstances must have continued to exist for five business days, or for any shorter period ending at 5.00 pm on the last business day before the Second Court Date, from the time such notice is given;
• (B) the resolution submitted to the Scheme Meeting is not approved by the Requisite Majorities;
• (C) the Court refuses to make orders convening the Scheme Meeting or approving the Scheme, and an appeal (if any) from such Court decision fails;
• (D) the Court or a Governmental Agency has issued an order, decree or ruling or taken other action which permanently restrains or prohibits the Scheme;
• (E) any of the Conditions Precedent is not satisfied and has not been duly waived; or
• (F) the Independent Expert opines that the Scheme is not in the best interest of the Scheme Participants; or
• (ii) at any time by either party if the End Date has passed without the Scheme becoming Effective.

7.4 Scheme

The Scheme sets out the terms of the Reincorporation. A copy of the Scheme is set out in Annexure B of this Scheme Booklet.

(a) Conditions to Scheme

The Scheme is conditional upon the satisfaction or waiver of all of the conditions set out in clause 2.1 of the Scheme, a summary of which is set out below:

• (i) the satisfaction or waiver of all of the Conditions to the Implementation Agreement (summarised in section 7.3) other than the condition as to Court approval of the Scheme before the Implementation Date;
• (ii) as at 8.00 am on the Second Court Date, neither the Implementation Agreement nor the Deed Poll having been terminated;
• (iii) the Court having approved the Scheme; and
• (iv) an office copy of the Court orders approving the Scheme being lodged with ASIC under section 411(10) of the Corporations Act.

(b) No encumbrances on Shares

Shareholders should be aware that clause 4.9 of the Scheme provides that each Scheme Participant is deemed to have warranted to New Centamin that:

• (i) all of his or her Shares (including any rights and entitlements attaching to those Shares) transferred to New Centamin under the Scheme will, at the time of the transfer of them to New Centamin, be fully paid and free from all mortgages, charges, liens, encumbrances, pledges, security interests and interests of third parties of any kind, whether legal or otherwise, and restrictions on transfer of any kind, whether legal or otherwise, and from any restrictions on transfer of any kind; and
• (ii) he or she has full power and capacity to sell and to transfer his or her Shares (including any rights and entitlements attaching to those Shares) to New Centamin under the Scheme.

7.5 Deed Poll

New Centamin has executed a Deed Poll in favour of the Shareholders. Under the Deed Poll, New Centamin undertakes to issue the Scheme Consideration to the Shareholders in the form of New Centamin Shares, in accordance with the Scheme.

7.6 Scheme Meeting

The Court has ordered that a meeting of Shareholders be held on 14 December 2011 at 10.30 am (AWST).

The order of the Court that the Scheme Meeting be convened is not, and should not be treated as, an endorsement by the Court of, or any other expression of opinion by the Court on, the Scheme.

For the Scheme to be approved by Shareholders, the relevant resolution must be passed by the Requisite Majorities.

7.7 Actions by Centamin and New Centamin to implement Reincorporation

If the Court approves the Scheme, the Directors and the directors of New Centamin will take or procure the taking of the steps required for the Scheme to be implemented. These steps will include the following:

• (a) Centamin, as soon as practicable after Shareholders have approved the Scheme at the Scheme Meeting, applying to the Court for the Implementation Orders; and
• (b) Centamin lodging with ASIC an office copy of the Implementation Orders.

7.8 Effective Date

The Scheme will become Effective on the date upon which an office copy of the Implementation Orders are lodged with ASIC.

Once the Scheme becomes Effective, Centamin and New Centamin will become bound to implement the Scheme in accordance with its terms.

7.9 Record Date

For the purpose of establishing who are Scheme Participants, dealings in Shares will only be recognised if registrable transmission applications or transfers in respect of those dealings are received on or before 5.00 pm (AWST) on the Record Date at the place where the Share Register is kept.

Centamin will not accept for registration or recognise for any purpose any transmission application or transfer in respect of Shares received after 5.00 pm (AWST) on the Record Date.

For the purpose of determining entitlements to the Scheme Consideration, Centamin will, until the Scheme Consideration has been issued in accordance with the Scheme, maintain the Share Register in accordance with the foregoing provisions of this section, and the Share Register in this form will solely determine entitlements to Scheme Consideration. As from 5.00 pm (AWST) on the Record Date,

each entry current on the Share Register will cease to be of any effect other than as evidence of entitlement to the Scheme Consideration in respect of the Shares relating to that entry.

7.10 Issue of New Centamin Shares

(a) DI Holders

Under the Scheme, Eligible Scheme Participants who hold DIs through CREST as at the Record Date will, if the Scheme becomes Effective, be issued with New Centamin Shares. Application will be made to:

• (i) the FSA for all of New Centamin Shares to be admitted to the premium segment of the Official List of the FSA; and
• (ii) to the LSE for New Centamin Shares to be admitted to trading on the Main Market.

The New Centamin shares, if admitted, will be settled through CREST, provided that the Eligible Scheme Participant has supplied valid CREST details for their Shares. If valid CREST details are not supplied, the Eligible Scheme Participant will receive New Centamin Shares in certificated form.

(b) Certificated Shareholders

Under the Scheme, Eligible Scheme Participants who are on the Share Register as at the Record Date and who hold Shares in certificated form will, if the Scheme becomes Effective, receive New Centamin Shares in certificated form.

(c) Shareholders on the Canadian Register

Under the Scheme, Eligible Scheme Participants who are on the Share Register in Canada must return a duly completed Letter of Transmittal to be able to receive New Centamin Shares. If the Scheme becomes Effective, these Eligible Scheme Participants who return a duly completed Letter of Transmittal will be issued New Centamin Shares, which the TSX has conditionally approved for listing (subject to New Centamin fulfilling all of the listing requirements of the TSX).

If you are a Canadian Beneficial Holder holding the Shares through CDS, you will receive New Centamin Shares, which the TSX has conditionally approved for listing, that will be settled through CDS. Beneficial holders of Shares held through CDS need not take any action with respect to receiving the New Centamin Shares to which they are entitled.

(d) Ineligible Foreign Shareholders

Ineligible Foreign Shareholders will receive the proceeds from the sale of their entitlements, net of any brokerage, taxes or other costs of sale (such amounts to be paid in GBP). The Nominee will receive New Centamin Shares on behalf of Ineligible Foreign Shareholders for sale on market and distribution of net proceeds to Ineligible Foreign Shareholders. One New Centamin Share will be issued for every Share held by an Eligible Scheme Participant or Ineligible Foreign Shareholder at the Record Date.

Neither New Centamin, Centamin nor the Nominee will be subject to any liability for the sale of New Centamin Shares on market on a particular day or at a particular price.

(e) Subscriber Shares

As at the date of the Scheme Booklet, New Centamin has ten Subscriber Shares on issue. Prior to the Implementation Date, five Subscriber Shares will be transferred to Mr Josef El-Raghy and five Subscriber Shares will be transferred to Mr Harry Michael. If the Scheme becomes Effective, Mr Josef El-Raghy and Mr Harry Michael, will then receive five less New Centamin Shares each as Scheme Consideration.

7.11 Ineligible Foreign Shareholders

Investigating and complying with the potential securities law restrictions in every country in which Centamin has Shareholders could be prohibitively costly. Therefore, each Shareholder whose name is recorded in the Share Register as at the Record Date as the legal owner of Shares and whose address is recorded in the Share Register as being outside of Australia, New Zealand, Canada, the United Kingdom, the US, Jersey, Egypt or Ireland will not receive New Centamin Shares under the Scheme, unless New Centamin is satisfied, before the Record Date and without being obliged to conduct any investigations into the matter, that such Shareholders lawfully can be issued New Centamin Shares pursuant to the Scheme.

Instead, New Centamin Shares that would otherwise have been issued to such Shareholders will be issued to a nominee appointed by New Centamin. New Centamin will cause the Nominee to sell those New Centamin Shares on market at such price and on such terms as the Nominee determines. The Nominee will then distribute the proceeds to the Ineligible Foreign Shareholders (calculated on an averaged basis so that all Ineligible Foreign Shareholders receive the same price per New Centamin Share, subject to rounding to the nearest whole cent) after deduction of any brokerage, taxes or other costs of sale (such amounts to be paid in GBP).

None of Centamin, New Centamin or the Nominee gives any assurances as to the price that will be achieved for the sale of New Centamin Shares on market as described above.

Pursuant to the Scheme, the relevant Ineligible Foreign Shareholders appoint the Nominee as their agent to receive any notice (including a Financial Services Guide and any update of that document) that the Nominee or any other financial services provider is required to provide under the Corporations Act in connection with the service described above. Any notice received by the Nominee as agent for such Ineligible Foreign Shareholders will be made available on Centamin's website at www.centamin.com. The notice will also be posted to any of those Ineligible Foreign Shareholders who request this in writing.

7.12 Issue of Holding Statements/Transmittal Letters

On the Implementation Date (or before the Implementation Date but subject to the provision of the Scheme Consideration), New Centamin will procure the entry in the New Centamin shareholder register of the name of each person entitled to receive New Centamin Shares under the Reincorporation.

As soon as possible after the Implementation Date, or in the case of Canadian Shareholders when a duly completed Letter of Transmittal is received, New Centamin will mail to the allottees any certificates to be issued for New Centamin Shares to Eligible Scheme Participants (or the person noted in the Letter of Transmittal) by post. Where such Eligible Scheme Participant holds their Shares through Depositary Interests then their CREST account will be credited with the number of New Centamin Shares issued to them in accordance with the Scheme after the Implementation Date.

7.13 Disclosure for New Zealand Shareholders

The New Centamin Shares proposed to be delivered to Shareholders as a consequence of the Scheme are delivered as such in New Zealand under the Securities Act (Overseas Companies) Exemption Notice 2002 (NZ). This Scheme Booklet is not a prospectus or an investment statement under New Zealand law, and may not contain all the information that a prospectus or investment statement under New Zealand law is required to contain. New Zealand Shareholders should seek their own advice and satisfy themselves as to the New Zealand tax consequences of participating in the Scheme. Centamin is not, and New Centamin will not be, listed on the New Zealand Stock Exchange, and Shareholders may not have access to information on it in the same way as they would if it were so listed.

7.14 Disclosure for US Shareholders

The New Centamin Shares to be issued pursuant to the Scheme have not been, and will not be, registered under the Securities Act, or the securities laws of any other jurisdiction, and may not be offered or sold in the US or to US Persons unless the securities are registered under the Securities Act, or an exemption from the registration requirements of the Securities Act is available.

Any New Centamin Shares issued pursuant to the Scheme will be issued in reliance on the exemption from the registration requirements of the Securities Act provided in Section 3(a)(10) of the Securities Act based on the approval of the Scheme by the Court.

If the Court approves the Scheme, its approval will constitute the basis for the New Centamin Shares to be issued without registration under the Securities Act, in reliance on the exemption from the registration requirements of the Securities Act provided by Section 3(a)(10).

New Centamin Shares received pursuant to the Scheme by any person who may be deemed to be an ''affiliate'' of New Centamin under Rule 145 under the Securities Act, including, without limitation, directors and certain executive officers, may not be resold in the US or to a US Person except in accordance with the provisions of Rule 144 under the Securities Act, outside of the US in reliance upon Regulation S under the Securities Act, or as otherwise permitted by the Securities Act.

This Scheme Booklet has been prepared having regard to Australian disclosure requirements. Australian disclosure requirements and standards are different from those of the US. In particular, this Scheme Booklet does not contain all of the disclosures that would be required if Centamin were a US company whose securities were registered with the SEC.

As a company established under the laws of Australia, Centamin is required to report its ore reserves and mineral resources in compliance with the JORC Code. While Centamin's reserve and resource estimates comply with the JORC Code and NI 43-101, as required by Canadian securities regulatory authorities, they may not comply with the relevant guidelines in other countries, and do not comply with SEC's Industry Guide 7, which governs disclosures of mineral reserves in registration statements and certain reports filed with the SEC. In particular, Industry Guide 7 does not recognize classifications other than proven and probable reserves, and, as a result, the SEC generally does not permit mining companies to disclose their mineral resources in SEC registration statements.

8. TAXATION IMPLICATIONS OF THE REINCORPORATION

8.1 Certain Australian taxation implications for Eligible Scheme Participants

The following is a summary of certain of the Australian income tax and GST consequences for Eligible Scheme Participants of disposing of their Shares in exchange for New Centamin Shares under the Scheme.

This summary is based upon Australian taxation law and administrative practice in effect as at the date of this Scheme Booklet. It is not intended to be an authoritative or comprehensive analysis of the taxation laws of Australia. Further, it does not deal with the taxation consequences of disposing of Shares issued under an employee share scheme, Shares that are held on revenue account or as trading stock, Shares that may be subject to specific tax provisions or the implications of disposing of Shares under the taxation laws of countries other than Australia. This summary also does not address Eligible Scheme Participants that are partnerships, persons that are partners of such partnerships or persons that are beneficiaries of a trust that is an Eligible Scheme Participant. If a partnership or a trust is an Eligible Scheme Participant, the partners of such partnership or the beneficiaries of such trust should consult their own tax advisers with respect to the Australian taxation consequences to them of the partnership or the trust (as applicable) participating in the Scheme. This summary also does not address Eligible Scheme Participants who are required to or have elected to determine the tax treatment of gains and losses for financial arrangements under the Taxation of Financial Arrangements regime.

This summary does not constitute tax advice and is intended only as a general guide to the Australian tax implications of participating in the Scheme. It does not consider any specific facts or circumstances that may apply to particular Eligible Scheme Participants. As the tax consequences to Eligible Scheme Participants of participating in the Scheme will depend on each Eligible Scheme Participant's own individual circumstances, all Eligible Scheme Participants are advised to seek independent professional advice regarding the Australian and foreign tax consequences of disposing of their Shares according to their own particular circumstances.

(a) Australian residents

This section applies to Eligible Scheme Participants that are residents of Australia for Australian income tax purposes and hold their Shares on capital account.

(i) Disposal of Shares

A. CGT event

The disposal of Shares by an Eligible Scheme Participant pursuant to the Scheme will constitute a CGT event. The CGT event will happen at the time that the Eligible Scheme Participant disposes of its Shares under the Scheme, which will be the Implementation Date. However, as discussed further below, CGT roll-over relief may be available for an Eligible Scheme Participant to disregard a capital gain which arises from this CGT event.

In the absence of CGT roll-over relief, a capital gain or capital loss will arise as a consequence of this CGT event equal to the difference between the value of the capital proceeds that the Eligible Scheme Participant receives or is entitled to receive in respect of the disposal of their Shares and the Eligible Scheme Participant's cost base (or reduced cost base, in the case of a capital loss) in the Shares. An Eligible Scheme Participant will make a capital gain if the capital proceeds exceed the Eligible Scheme Participant's cost base for the Shares and a capital loss if the capital proceeds is less than the Eligible Scheme Participant's reduced cost base for the Shares.

An Eligible Scheme Participant's capital proceeds should generally be equal to the market value of the New Centamin Shares received by the Eligible Scheme Participant in respect of the disposal of their Shares. An Eligible Scheme Participant's cost base (and reduced cost base) in the Shares should generally include the amount paid by the Eligible Scheme Participant to acquire the Shares plus any incidental costs of acquisition and disposal of the Shares (eg brokerage fees and stamp duty).

B. CGT scrip-for-scrip roll-over relief

An Eligible Scheme Participant who makes a capital gain from the disposal of their Shares may be able to obtain CGT scrip-for-scrip roll-over relief. Broadly, CGT scrip-for-scrip roll-over relief enables an Eligible Scheme Participant to choose to disregard the capital gain they make from disposing of their Shares in exchange for New Centamin Shares (as discussed further below).

An Eligible Scheme Participant should be entitled to choose CGT scrip-for-scrip roll-over relief if they acquired, or were taken to have acquired, their Shares on or after 20 September 1985 for CGT purposes and would otherwise make a capital gain on the disposal of their Shares. If a capital loss arises, no CGT scrip-for-scrip roll-over relief is available. The consequences to an Eligible Scheme Participant of choosing to obtain CGT scrip-for-scrip roll-over relief and also the consequences if CGT scrip-for-scrip roll-over relief is not chosen or is not available are outlined generally below.

An Eligible Scheme Participant does not need to inform the ATO or document their choice to claim CGT scrip-for-scrip roll-over relief other than to complete their income tax return in a manner consistent with their choice.

C. Consequences if CGT scrip-for-scrip roll-over relief is chosen

If an Eligible Scheme Participant chooses CGT scrip-for-scrip roll-over relief, the following general treatment will apply.

• Capital gain is disregarded

If an Eligible Scheme Participant chooses CGT scrip-for-scrip roll-over relief, the capital gain arising on the disposal of their Shares in exchange for New Centamin Shares will be disregarded.

• Cost base and reduced cost base of New Centamin Shares

If an Eligible Scheme Participant chooses to obtain CGT scrip for scrip roll-over relief, the first element of the cost base for the New Centamin Shares is worked out by attributing, on a reasonable basis, the existing cost base of the Shares that they exchanged for the New Centamin Shares to the New Centamin Shares. The first element of the reduced cost base is worked out similarly.

• Acquisition date of New Centamin Shares

If an Eligible Scheme Participant chooses to obtain scrip for scrip roll-over relief, the acquisition date of the New Centamin Shares for CGT discount purposes is taken to be the date when the Eligible Scheme Participant acquired the corresponding Shares that were exchanged for the relevant New Centamin Shares.

This acquisition date will be relevant for the purposes of determining whether any entitlement to the CGT discount is available in respect of any future disposal of the New Centamin Shares (as discussed below).

D. Consequences if CGT scrip-for-scrip roll-over relief is not chosen or is not available

If an Eligible Scheme Participant acquired, or is taken to have acquired, their Shares on or after 20 September 1985 for CGT purposes and does not qualify for CGT scrip for scrip roll-over relief, or the Eligible Scheme Participant chooses not to apply the roll-over relief, the following general treatment will apply.

• Indexation

If the Eligible Scheme Participant's Shares were acquired at or before 11.45 am (by legal time in the Australian Capital Territory) on 21 September 1999, for the purpose of calculating a capital gain (but not a capital loss), its cost base for those Shares may be indexed for inflation to 30 September 1999 (which would only be of any practical effect if the Shares were acquired prior to 1 July 1999).

If the Eligible Scheme Participant is a Concessional Taxpayer, and wants indexation to apply, it must choose for indexation to apply. The choice must be made on or before the day the Eligible Scheme Participant lodges its income tax return for the income year in which it disposes of its Shares. The Eligible Scheme Participant does not need to inform the ATO or document the choice to apply indexation other than to complete its income tax return in a manner consistent with that choice. If the Eligible Scheme Participant chooses for indexation to apply, it will not be eligible for discount CGT treatment (described below).

If the Eligible Scheme Participant is a type of entity that is not eligible for discount CGT treatment (eg, a company), indexation will apply by default.

• Discount CGT treatment

If the Eligible Scheme Participant is a Concessional Taxpayer and has held, or is taken to have held, its Shares for at least 12 months (for CGT discount purposes) at the time of the disposal of its Shares, and the Eligible Scheme Participant does not choose to apply indexation, the discount CGT provisions may apply. This means that:

• if the Eligible Scheme Participant is an individual or trustee, only one-half of the capital gain (without any allowance for indexation of the cost base of the shares) will be taxable; and
• if the Eligible Scheme Participant is a trustee of a complying superannuation entity, only two-thirds of the capital gain (without any allowance for indexation of the cost base of the shares) will be taxable.

The discount CGT provisions do not apply to Eligible Scheme Participants that are companies.

If the Eligible Scheme Participant makes a discount capital gain, any of its available capital losses will be applied to reduce the undiscounted capital gain before either the one-half or one-third (as applicable) discount is applied. The resulting amount is then included in the Eligible Scheme Participant's net capital for the income year.

• Capital loss

If an Eligible Scheme Participant makes a capital loss from the disposal of their Shares this may be used to offset capital gains it derives in the same or subsequent years of income (subject to satisfying certain conditions) but cannot be offset against ordinary income nor carried back to offset net capital gains arising in earlier income years.

• Cost base and reduced cost base of New Centamin Shares

The first element of the cost base (and reduced cost base) of the New Centamin Shares received by an Eligible Scheme Participant should be equal to the market value of the Shares it exchanges for the New Centamin Shares.

• Acquisition date of New Centamin Shares

The acquisition date of the New Centamin Shares for Eligible Scheme Participants for CGT discount purposes should be the Implementation Date.

This means that if the Eligible Scheme Participant is a Concessional Taxpayer it will need to hold its New Centamin Shares for at least 12 months after that date before the CGT discount (described above) will apply on a subsequent disposal of the New Centamin Shares.

E. Shares acquired, or taken to be acquired, before 20 September 1985

If an Eligible Scheme Participant acquired, or is taken to have acquired, their Shares before 20 September 1985, the following general treatment will apply.

• Capital gain or loss disregarded

A capital gain or capital loss arising on the disposal of their Shares will be disregarded.

• Cost base and reduced cost base of New Centamin Shares

The first element of the cost base (and reduced cost base) of the New Centamin Shares received by an Eligible Scheme Participant should be equal to the market value of the New Centamin Shares received.

• Acquisition date of New Centamin Shares

The acquisition date of the New Centamin Shares for Eligible Scheme Participants for CGT discount purposes should be the Implementation Date.

This means that if the Eligible Scheme Participant is a Concessional Taxpayer it will need to hold its New Centamin Shares for at least 12 months after that date before the CGT discount (described above) will apply on a subsequent disposal of the New Centamin Shares.

(ii) Ongoing ownership of New Centamin Shares

On the basis that New Centamin will not be an Australian resident for tax purposes, Eligible Scheme Participants will own shares in a foreign company. The tax consequences of owning shares in a foreign company are complex and all Eligible Scheme Participants are advised to seek independent professional advice from their own tax adviser regarding the Australian and foreign tax consequences to them of acquiring, holding and disposing of New Centamin Shares according to their own particular circumstances.

A. Taxation on dividends received

Generally, an Eligible Scheme Participant will be required to include in its assessable income the gross amount of any dividends it may receive from New Centamin when those dividends are paid or credited to them.

If an Eligible Scheme Participant is a company which holds at least 10% of the total voting power of New Centamin, dividends received from New Centamin may be treated as non-assessable non-exempt income if certain conditions are satisfied. These rules are complex, and Eligible Scheme Participants who may be in this position should consult their own tax adviser to see if the rules may apply to them.

As New Centamin will not be an Australian resident for tax purposes, it will not be able to frank dividends it pays to its shareholders. Accordingly, Eligible Scheme Participants will not receive any franked dividends (and will not be entitled to any franking tax offsets in respect of such dividends) from New Centamin. It is noted that, given Centamin's profits are foreign and not taxable in Australia, Eligible Scheme Participants are generally not entitled to franked dividends under the current structure.

B. Foreign income tax

Eligible Scheme Participants may be entitled (subject to certain conditions being satisfied) to obtain a non-refundable tax offset (''foreign income tax offset'') for foreign income tax paid on amounts included in their assessable income from the New Centamin Shares. This offset can reduce the Australian tax payable on the amounts included in an Eligible Scheme Participant's assessable income, subject to an offset limit and certain other conditions being satisfied.

Eligible Scheme Participants should consult their own tax advisers as to the application of the foreign income tax offset rules in their own individual circumstances.

C. Future disposals of New Centamin Shares

On any future disposal of New Centamin Shares, Eligible Scheme Participants may make a capital gain or capital loss, depending on whether the capital proceeds of that disposal are more than the cost base or less than the reduced cost base of the New Centamin Shares. The cost base of the New Centamin Shares is described above.

If an Eligible Scheme Participant is a Concessional Taxpayer, the Eligible Scheme Participant may be entitled to discount CGT treatment in respect of a capital gain made on the disposal of the New Centamin Shares (see above).

In addition, there may be an exemption from CGT for certain Eligible Scheme Participants that are companies which hold a direct voting percentage of 10% or more in New Centamin if certain conditions are satisfied. These rules are complex, and Eligible Scheme Participants who may be in this position should consult their own tax adviser to see if the rules may apply to them.

D. Foreign income anti-deferral rules

The Australian government is currently in the process of revising the Australian foreign income anti-deferral rules. In certain circumstances, these rules can operate to tax an Australian resident shareholder on the income of a foreign company even though the shareholder has received no distributions from the foreign company. The principal foreign income anti-deferral rules which may apply to Eligible Scheme Participants in respect of holding New Centamin Shares are the ''controlled foreign company'' rules and the proposed (but not yet enacted) ''foreign accumulation fund'' rules.

While it would not be expected that the foreign income anti-deferral rules would apply to an Eligible Scheme Participant that holds a non-controlling interest in a foreign company such as New Centamin, these rules are extremely complex and, as noted above, are currently being revised. Accordingly, Eligible Scheme Participants are urged to monitor developments in this area closely and consult their own tax advisers as to the application of the foreign income anti-deferral rules to their holding of New Centamin Shares in their own individual circumstances.

(b) Eligible Scheme Participants who are not Australian residents

This section applies to Eligible Scheme Participants that are not residents of Australia for Australian income tax purposes and hold their Shares on capital account. It does not apply to Eligible Scheme Participants that have held their Shares at any time in carrying on a business at or through a permanent establishment in Australia.

(i) Disposal of Shares

An Eligible Scheme Participant that is not a resident of Australia for Australian income tax purposes and satisfies the criteria in the preceding paragraph (ie, they hold their Shares on capital account and have not held their Shares at any time in carrying on a business at or through a permanent establishment in Australia) should generally not be subject to CGT on the disposal of its Shares unless the Shares are an ''indirect Australian real property interest''.

Broadly, an Eligible Scheme Participant's Shares would be an indirect Australian real property interest only if both of the following criteria are satisfied:

• the Eligible Scheme Participant and its associates (as defined for tax purposes) together have held at least 10% or more (by value) of the issued shares in Centamin at the time it disposed of its Shares or for at least 12 months during the 24 months before it disposed of its Shares; and
• more than 50% of the market value of Centamin's assets is represented by direct and certain indirect interests in real property in Australia (referred to as ''taxable Australian property'').

On the basis that Centamin does not own, directly or indirectly, real property in Australia that represents more than 50% by market value of its assets, it is not expected that any of the Shares will represent an indirect Australian real property interest.

(ii) Taxation on dividends received

Provided New Centamin and its subsidiaries do not derive profits sourced from Australia, Eligible Scheme Participants should not be subject to Australian income or withholding taxes on dividends they receive from New Centamin.

(iii) Future disposals of New Centamin Shares

Eligible Scheme Participants that hold their New Centamin Shares on capital account and do not hold their Shares at any time in carrying on a business at or through a permanent establishment in Australia should generally not be subject to CGT on the disposal of New Centamin Shares unless the Shares are an ''indirect Australian real property interest'' (as described above).

The level of ''taxable Australian property'' that is held by New Centamin group members should be monitored in the future to determine whether a capital gain or capital loss may be made by Eligible Scheme Participants on any future disposal of New Centamin Shares.

(c) GST

The disposal of Shares and the acquisition of New Centamin Shares by an Eligible Scheme Participant pursuant to the Scheme should not attract Australian GST. Eligible Scheme Participants who are registered for Australian GST may not be entitled to input tax credits (or may only be entitled to reduced input tax credits) for Australian GST which they incur on acquisitions which relate to the disposal of their Shares. Eligible Scheme Participants should obtain their own advice on their entitlement to input tax credits having regard to their circumstances.

8.2 Certain UK taxation implications of the Reincorporation

The following statements are intended only as a general guide and relate only to certain limited aspects of UK tax consequences of the Reincorporation, under current legislation and published HMRC's practice at the date of this document, both of which are subject to change at any time, possibly with retrospective effect. They only deal with the position of certain types of Shareholder who are resident or ordinarily resident in the UK for UK tax purposes and who are the beneficial owners of New Centamin Shares. These statements do not deal with other positions (such as dealers in securities, insurance companies, collective investment schemes and persons who acquired New Centamin Shares by virtue of an office or employment) whose tax position might in some cases be different. The information given is by way of general summary only and does not constitute legal or tax advice to any person. Shareholders who are in any doubt about their tax position, or who are taxable in a jurisdiction other than the UK, should obtain detailed tax advice.

(a) The affairs of New Centamin

The statements in the following sub-paragraphs of this section 8.2 are based on the assumption that New Centamin is not, and will not become, resident in the UK for tax purposes.

The Directors intend to conduct the affairs of New Centamin so that it is resident only in Jersey for taxation purposes. Accordingly, and provided that New Centamin does not carry on a trade in the UK (whether or not through a permanent establishment situated therein), New Centamin will not be expected to be subject to UK income tax or corporation tax other than on UK source income.

(b) UK Tax Consequences of the transfer of the Shares and issue of New Centamin Shares

A UK resident or, in the case of an individual, ordinarily resident holder of Shares who does not hold (either alone or together with other persons connected with him) more than 5% of, or of any class of Shares in or debentures of, Centamin should not be treated as having made a disposal or part disposal of his or her Shares for the purposes of UK taxation of chargeable gains as a result of the Reincorporation. Instead, any chargeable gain or allowable loss which would otherwise have arisen on a disposal of such holder's Shares should be ''rolled over'' into the New Centamin Shares which he or she acquires on the Reincorporation. As a result, those New Centamin Shares should be treated as the same asset and as having been acquired at the same time and for the same consideration as the Shares from which they derived.

A UK resident or, in the case of an individual, ordinarily resident holder of Shares who holds (either alone or together with other persons connected with him) more than 5% of, or of any class of, Shares in or debentures of Centamin should qualify for the ''roll over'' treatment described above provided the Reincorporation is effected for bona fide commercial reasons and does not form part of a scheme or arrangements of which the main purpose, or one of the main purposes, is avoidance of a liability to UK capital gains tax or corporation tax. If these conditions are not met, then such a person will be treated, on receiving New Centamin Shares as consideration for the exchange of his Shares, as having made a disposal of those Shares which may, depending on individual circumstances, give rise to a chargeable gain or allowable loss for the purposes of UK taxation of chargeable gains.

HMRC clearance has been obtained under Section 138 of the Taxation of Chargeable Gains Act 1992 that these conditions should be met in respect of the Reincorporation. HMRC clearance has also been obtained under Section 701 of the Income Tax Act 2007 and Section 748 of the Corporation Tax Act 2010 that no counteraction notices should be served under Section 698 of the Income Tax Act 2007 or Section 746 of the Corporation Tax Act 2010 in relation to the Reincorporation.

(c) UK taxation consequences of disposing of New Centamin Shares in the future

New Centamin shareholders who are resident or ordinarily resident for tax purposes in the UK may, depending on their individual circumstances, be liable to UK taxation in respect of any chargeable gain (or entitled to relief for any allowable loss) which is realised on a disposal of their New Centamin Shares.

In the case of such a New Centamin shareholder who is an individual, an annual allowance (for the tax year 2011/2012 this is GBP10,600) is available to set against their total chargeable gains for the year. If, after all allowable deductions, such an individual New Centamin shareholder's taxable income for the tax year exceeds the basic rate income tax limit, any chargeable gain realised on a disposal of New Centamin Shares by such an individual New Centamin shareholder will be taxed at 28%. Chargeable gains realised on such a disposal by other individual New Centamin shareholders who are resident or ordinarily resident for tax purposes in the UK will be taxed at 18%, 28% or a combination of these rates, depending on that individual's circumstances.

It is assumed that no individual New Centamin shareholder resident in the UK will meet the criteria for entrepreneurs' relief which requires an individual to meet a number of conditions including that the individual has an office or employment with New Centamin or a subsidiary thereof.

An individual who ceases to be resident or ordinarily resident for tax purposes in the UK for a period of less than five years and who disposes of New Centamin Shares during that period of temporary non-residence may, depending on that New Centamin shareholder's individual circumstances, be liable to UK capital gains tax on any chargeable gain realised on such a disposal on that New Centamin shareholder's return to the UK.

A disposal of New Centamin Shares by a corporate New Centamin shareholder which is resident for tax purposes in the UK may give rise to a chargeable gain or allowable loss for the purposes of corporation tax. Such a New Centamin shareholder may be entitled to an indexation allowance (depending on the period of ownership) which, in general terms, increases the capital gains base cost of an asset in line with the rise in the retail prices index. This allowance can reduce a chargeable gain realised by such a New Centamin shareholder, but cannot create or increase an allowable loss.

A New Centamin shareholder who is an individual not resident or ordinarily resident for tax purposes in the UK will not normally be liable to UK taxation in respect of any chargeable gain realised on a disposal of that New Centamin shareholder's New Centamin Shares unless that New Centamin shareholder carries on a trade, profession or vocation in the UK through a branch or agency in the UK and the New Centamin Shares in question are, or have been used, held or acquired for the purposes of such trade, profession or vocation or for the purposes of such branch or agency.

A non-resident corporate New Centamin shareholder is not normally liable to UK corporation tax on chargeable gains in respect of a disposal of that New Centamin shareholder's New Centamin Shares, unless the non-resident New Centamin shareholder company carries on a trade in the UK through a permanent establishment in the UK and the New Centamin Shares in question are, or have been used, held or acquired for the purposes of such trade or for the purposes of such permanent establishment.

(d) UK taxation on dividends

Under current Jersey legislation, no Jersey tax will be withheld from dividend payments by New Centamin in respect of the New Centamin Shares.

(i) Individual New Centamin shareholders (less than 10% shareholding)

A UK resident individual New Centamin shareholder who owns less than 10% of New Centamin's issued share capital will be entitled to a non-refundable tax credit in respect of any dividend paid by New Centamin on that New Centamin shareholder's New Centamin Shares equal to one-ninth of the amount of the dividend received by the New Centamin shareholder. The tax credit therefore equals 10% of the aggregate amount of the dividend and the associated tax credit. Liability to UK income tax is calculated on the sum of the dividend and the associated tax credit. The tax credit will be available to offset such a New Centamin shareholder's liability to income tax on the dividend.

Individual New Centamin shareholders whose income is within the starting rate for savings or basic rate tax bands are subject to income tax at the rate of 10% on dividends received by them in respect of their New Centamin Shares, so that such New Centamin shareholders who are eligible for the tax credit will have no further liability to income tax in respect of such dividends. The higher rate of income tax is 32.5% in respect of dividend income (rather than the main rate of 40%), so that a New Centamin shareholder who is eligible for the tax credit and whose income is subject to higher rate income tax in respect of a dividend received from New Centamin will, after allowing for the 10% tax credit, be liable to pay further income tax equal to 25% of the dividend actually received in respect of that New Centamin shareholder's New Centamin Shares, before the addition of the tax credit. Individual New Centamin shareholders eligible for the tax credit who are subject to the additional rate of income tax (being 42.5% in respect of dividend income, rather than the main rate of 50%) in respect of a dividend received from New Centamin will, after allowing for the 10% tax credit, be liable to pay further income tax equal to approximately 36.11% of the dividend actually received in respect of that New Centamin shareholder's New Centamin Shares, before the addition of the tax credit. Any dividends received from New Centamin by an individual New Centamin shareholder will be treated, along with certain other investment income, as the top slice of that individual's total income which is chargeable to UK income tax.

A New Centamin shareholder who is not liable to income tax on the dividend (or any part of it) is not able to claim payment of the tax credit (or part of it) in cash from HMRC.

(ii) Individual New Centamin shareholders (10% or greater shareholding)

UK resident New Centamin shareholders with a 10% or greater shareholding will not be entitled to the UK tax credit and the effective rate of tax on dividends received by them will therefore be higher than the rates outlined above.

(iii) Non-Domiciled New Centamin shareholders

The tax treatment of individual New Centamin shareholders who are not domiciled in the UK may differ from that described above, in that such shareholders might qualify for the remittance basis of tax in respect of dividends paid by New Centamin. It is recommended that such individuals take advice as to the tax consequences of investing in New Centamin.

(iv) Corporate New Centamin shareholders

UK resident corporate New Centamin shareholders will be subject to UK corporation tax in respect of any dividend received from New Centamin, unless the dividend falls within an exempt class and certain conditions are met. Whether an exempt class applies and the other conditions are met will depend on the circumstances of the New Centamin shareholder. In particular, UK corporate shareholders which are not medium or large companies should note that a different tax regime would apply to dividends paid to them.

(e) UK stamp duty and stamp duty reserve tax consequences

The following comments do not apply to New Centamin Shares issued or transferred into depositary receipt or clearance arrangements, to which special rules apply.

(i) UK stamp duty and stamp duty reserve tax consequences of the Reincorporation

No UK stamp duty or stamp duty reserve tax will be payable by the holder of Shares as a result of:

• the transfer of, or the agreement to transfer the Shares to New Centamin; or
• the issue of New Centamin Shares to the holder. This is on the basis that Centamin does not maintain a share register in the UK.

(ii) UK stamp duty and stamp duty reserve tax on transfers of New Centamin shares

Shares of a company which is incorporated in the UK or which maintains a share register in the UK (UK Shares) will fall within the scope of UK stamp duty and stamp duty reserve tax.

Subject to the paragraph below, any transfer of, or agreement to transfer, New Centamin Shares will generally not be subject to UK stamp duty or stamp duty reserve tax provided that:

• the New Centamin Shares continue to be registered only on a register which is kept in Jersey;
• any instruments of transfer (for example stock transfer forms) are executed outside of the UK; and
• the New Centamin Shares are not paired with any UK Shares.

UK stamp duty may technically arise on a transfer of New Centamin Shares if the transfer is executed in the UK, or relates to any property situated in the UK or to any matter or thing done, or to be done, in the UK. However, provided the New Centamin Shares are not UK Shares, the transfer will not fall within the scope of UK stamp duty reserve tax. Ordinarily, stamp duty must be paid within six years of the date of the agreement to transfer UK Shares in order to cancel the stamp duty reserve tax charge. However, where no stamp duty reserve tax arises, in practice, the stamp duty would not need to be paid. If the New Centamin Shares were UK Shares however, stamp duty would be payable at rate of 0.5% of the amount or value of the consideration, rounded up to the nearest GBP5.00.

8.3 Certain Canadian Federal Income Tax Implications of the Reincorporation

The following is a general summary of the principal Canadian federal income tax considerations generally applicable to a Canadian Beneficial Holder of Centamin Shares, who, exchanges such shares for New Centamin Shares pursuant to the Reincorporation and who, for purposes of the Canadian Tax Act, is a resident of Canada, holds its Centamin Shares as capital property, and deals at arm's length and is not affiliated with Centamin and, following the Reincorporation, will deal at arm's length and will not be affiliated with New Centamin (a Canadian Shareholder). The Centamin Shares will generally be considered to be capital property to a Canadian Shareholder unless such holder holds such shares in the course of carrying on a business or the Canadian Shareholder has acquired such shares in a transaction or transactions considered to be an adventure or concern in the nature of trade.

This summary is not applicable to a Canadian Shareholder:

• that is a ''financial institution'' as defined in section 142.2 of the Canadian Tax Act for purposes of the mark-to-market rules contained therein;
• an interest which would be a ''tax shelter investment'' as defined in the Canadian Tax Act;
• that is a ''specified financial institution'' as defined in the Canadian Tax Act;
• in relation to which Centamin is a ''foreign affiliate'' as defined in the Canadian Tax Act; or
• that elects to report its Canadian tax results in a functional currency other than Canadian currency in accordance with the provisions of subsection 261(3) in the Canadian Tax Act.

Such shareholders should consult their own tax advisers.

This summary is based on the current provisions of the Canadian Tax Act and the regulations thereunder, all specific proposals to amend the Canadian Tax Act and the regulations publicly announced by or on behalf of the Minister of Finance (Canada) prior to the date hereof (Canadian Tax Proposals) and the current administrative policies and assessing practices of the CRA publicly available prior to the date hereof. No assurance can be given that the Canadian Tax Proposals will be enacted in their current form or at all.

This summary does not otherwise take into account any changes in law or in the administrative policies or assessing practices of the CRA, whether by legislative, governmental or judicial decision or action, nor does it take into account or consider any provincial, territorial or foreign income tax considerations. The provisions of provincial income tax legislation vary from province to province in Canada and may differ materially from federal income tax legislation.

The Canadian Tax Act contains rules which may require a taxpayer to include in income in each taxation year an amount in respect of the holding of an ''offshore investment fund property''. This summary assumes that a Centamin Share is not, and a New Centamin Share will not be, an ''offshore investment fund property'' to a Canadian Shareholder for the purpose of these rules including certain Canadian Tax Proposals released on 27 August 2010. If the offshore investment fund property rules were to apply to New Centamin Shares held by a Canadian Shareholder, such rules would generally require a Canadian Shareholder to include in income for each taxation year in which such holder holds a New Centamin Share an imputed amount determined by multiplying the ''designated cost'' (as defined for purposes of the offshore investment fund property rules in the Canadian Tax Act) to the Canadian Shareholder holding the New Centamin Share at the end of a month in the year by 1⁄12 of the aggregate of the prescribed rate of interest for the period including that month plus, pursuant to certain Canadian Tax Proposals, 2%, less the amount of certain income of the holder from the New Centamin Share in the year. Any amount required to be included in computing a Canadian Shareholder's income in respect of a New Centamin Share under these rules would be added to the adjusted cost base to the Canadian Shareholder of such share. Shareholders are urged to consult their own tax advisors regarding the application and consequences of these rules.

For the purpose of the Canadian Tax Act, all amounts relating to the acquisition, holding or disposition of Centamin Shares (including dividends received or deemed to be received, adjusted cost base and proceeds of disposition) must generally be converted into Canadian dollars using the appropriate exchange rate quoted by the Bank of Canada at noon on the relevant day or such other rate or rates of exchange acceptable to the Minister of National Revenue (Canada).

This summary is of a general nature only and is not intended to be, nor should it be construed to be, legal or tax advice to any particular Shareholder. This summary is not exhaustive of all Canadian federal income tax considerations. Accordingly, Shareholders should consult their own legal and tax advisors with respect to the tax consequences to them of having their Shares acquired or redeemed based on their particular circumstances, including the application and effect of the income and other taxes of any country, province or other jurisdiction in which the Shareholder resides or carries on business.

(a) Exchange of Centamin Shares for New Centamin Shares

(i) General Automatic Tax-Deferred ''Rollover''

Holders of Centamin Shares who are Canadian Shareholders and transfer their Centamin Shares to New Centamin in exchange for the issuance of New Centamin Shares by New Centamin pursuant to the Reincorporation should not be subject to Canadian income tax on such exchange unless such holder has elected to include (in its income for the purposes of the Canadian Tax Act for the taxation year in which the Reincorporation takes place) some portion of any gain or loss that would otherwise arise on the disposition of the Centamin Shares.

A Canadian Shareholder who has not so elected to include any such gain or loss from the disposition of Centamin Shares in its income for Canadian income tax purposes, will be deemed to have disposed of its Centamin Shares for proceeds of disposition equal to the adjusted cost base to the Canadian Shareholder of those shares immediately before the exchange of Centamin Shares for New Centamin Shares. Such Canadian Shareholders will be deemed to have acquired the newly issued New Centamin Shares at a cost equal to the adjusted cost base to the Canadian Shareholder of the exchanged Centamin Shares immediately before the exchange.

(ii) Choosing to Realise a Capital Gain or Capital Loss on the exchange of Centamin Shares for New Centamin Shares

A Canadian Shareholder who holds its Shares on capital account may choose to realise a capital gain or capital loss on the exchange of Centamin Shares for New Centamin Shares by including in its return of income for the purposes of the Canadian Tax Act for the taxation year in which the Reincorporation occurs the amount of the capital gain or capital loss, that would otherwise be determined, from the disposition of such Centamin Shares computed in accordance with the Canadian Tax Act. A Canadian Shareholder who chooses to realise a capital gain or capital loss in this manner will generally realise a capital gain (or capital loss) equal to the amount by which the proceeds of disposition of a Centamin Share net of any reasonable costs of disposition, exceed (or are less than) the Canadian Shareholder's adjusted cost base of the Centamin Share. For the purpose of computing such capital gain or capital loss, a Canadian Shareholder will generally be considered to have disposed of the Centamin Shares for proceeds of disposition equal to the fair market value of the New Centamin Shares received on the share exchange pursuant to the Reincorporation at the time of such exchange. The tax treatment of capital gains and capital losses is discussed below under section 8.3(a)(iii). Where a Canadian Shareholder has chosen to realise the capital gain or capital loss on the exchange of a Centamin Share for a New Centamin Share pursuant to the Reincorporation, the adjusted cost base of a New Centamin Share acquired by a Canadian Shareholder on such exchange will generally be equal to the fair market value of such New Centamin Share so received at the time of such exchange. Under the current provisions of the Canadian Tax Act, if the Canadian Shareholder is a corporation, trust or partnership, any capital loss will be deemed to be nil and that loss will only be deemed to be realised when the Canadian Shareholder disposes of the New Centamin Shares to a person who is not affiliated (as defined in the Canadian Tax Act) with the Canadian Shareholder. Under certain Canadian Tax Proposals released on 16 July 2010, Canadian Shareholders who are corporations, trusts or partnerships should, under certain circumstances, be able to elect to realise a capital loss in their return of income for the year in which the Reincorporation occurs. There can be no assurance given that these Canadian Tax Proposals will be enacted.

(iii) Taxation of Capital Gains and Capital Losses

Generally, a Canadian Shareholder is required to include in computing its income for a taxation year one-half of the amount of any capital gain (a ''taxable capital gain'') realised by the Canadian Shareholder in such taxation year. Subject to and in accordance with the provisions of the Canadian Tax Act, a Canadian Shareholder is required to deduct one-half of the amount of any capital loss (an ''allowable capital loss'') realised in a taxation year from taxable capital gains realised by the Canadian Shareholder in that same taxation year. Allowable capital losses in excess of taxable capital gains in a taxation year may be carried back and deducted in any of the three previous taxation years, or carried forward to and deducted in any subsequent taxation year against net taxable capital gains realised in such taxation years subject to and in accordance with the detailed rules contained in the Canadian Tax Act.

A Canadian Shareholder that is, throughout the year, a ''Canadian-controlled private corporation'', as defined in the Canadian Tax Act, may be liable to pay, in addition to tax otherwise payable under the Canadian Tax Act, a refundable tax of 62⁄3% on certain investment income (defined as its ''aggregate investment income'' under the Canadian Tax Act), including taxable capital gains realised.

Capital gains realised by Canadian Shareholders that are individuals or certain trusts may give rise to liability for alternative minimum tax under the Canadian Tax Act.

(iv) Foreign Property Information Reporting

In general, a ''specified Canadian entity'' (as defined in the Canadian Tax Act) for a taxation year or fiscal period whose total cost amount of ''specified foreign property'' (as defined in the Canadian Tax Act) at any time in the taxation year or fiscal period exceeds C\$100,000 is required to file an information return for the taxation year or fiscal period disclosing prescribed information, including the cost amount and any income in the year, in respect of such property. On 4 March 2010, the Minister of Finance (Canada) announced proposals to extend existing reporting requirements with respect to specified foreign property to require more detailed information. As of the date hereof, no detailed legislative proposals with respect to such amended reporting requirements have been made public.

With some exceptions, a taxpayer resident in Canada in the year, other than a corporation or trust exempt from tax under Part I of the Canadian Tax Act, will be a specified Canadian entity. The New Centamin Shares will be specified foreign property to such a Canadian Shareholder. This summary does not purport to explain all circumstances in which reporting may be required by any investor. Accordingly, Canadian Shareholders should consult their own tax advisors regarding compliance with these rules.

(v) Eligibility for Investment

Provided that the New Centamin Shares are listed on a designated stock exchange (which includes the TSX and LSE), the New Centamin Shares will be qualified investments under the Canadian Tax Act for trusts governed by registered retirement savings plans, registered retirement income funds, deferred profit sharing plans, registered education savings plans, registered disability savings plans and tax-free savings accounts. New Centamin Shares will not be ''prohibited investments'' for a trust governed by a tax-free savings account (or, pursuant to certain Canadian Tax Proposals, a trust governed by a registered retirement savings plan or a registered retirement income fund) at a particular time provided that the holder of the tax-free savings account (or, pursuant to such Canadian Tax Proposals, the annuitant of a registered retirement savings plan or a registered retirement income fund) deals at arm's length with New Centamin for the purposes of the Canadian Tax Act and does not have a significant interest (within the meaning of the Canadian Tax Act) in New Centamin or in any person or partnership with which New Centamin does not deal at arm's length for the purposes of the Canadian Tax Act at that time.

8.4 Certain US Federal Income Tax Considerations

The following is a summary of certain material anticipated US federal income tax considerations applicable to a US Holder (as defined below) that exchanges Shares for New Centamin Shares. This summary is for general information purposes only and does not purport to be a complete analysis or listing of all potential US federal income tax considerations that may apply to a US Holder as a result of the Scheme. In addition, this summary does not take into account the individual facts and circumstances of any particular US Holder that may affect the US federal income tax considerations applicable to a US Holder. Accordingly, this summary is not intended to be, and should not be construed as, legal or US federal income tax advice with respect to any US Holder. Moreover, this summary is not binding on the Internal Revenue Service (the IRS) or the US courts, and no assurance can be provided that the conclusions reached in this summary will not be challenged by the IRS or will be sustained by a US court if so challenged. Centamin has not requested, and does not intend to request, a ruling from the IRS or an opinion from legal counsel regarding any of the US federal income tax consequences of the Scheme. Each US Holder should consult its own tax advisor regarding the US federal, US state and local, and foreign tax consequences of the Scheme.

TO ENSURE COMPLIANCE WITH US TREASURY DEPARTMENT CIRCULAR 230, US HOLDERS ARE HEREBY NOTIFIED THAT:

• (A) ANY DISCUSSION OF US FEDERAL TAX ISSUES IN THIS DOCUMENT IS NOT INTENDED OR WRITTEN TO BE RELIED UPON, AND CANNOT BE RELIED UPON, BY A US HOLDER, FOR THE PURPOSE OF AVOIDING PENALTIES THAT MAY BE IMPOSED UNDER THE INTERNAL REVENUE CODE;
• (B) THIS SUMMARY WAS WRITTEN IN CONNECTION WITH THE PROMOTION OR MARKETING OF THE TRANSACTIONS OR MATTERS ADDRESSED IN THIS DOCUMENT; AND
• (C) EACH US HOLDER SHOULD SEEK ADVICE BASED ON SUCH US HOLDER'S PARTICULAR CIRCUMSTANCES FROM AN INDEPENDENT TAX ADVISOR.

This summary is based on the US Internal Revenue Code of 1986, as amended (the Code), Treasury regulations (final, temporary, and proposed), US court decisions, published IRS rulings and published administrative positions of the IRS, that are applicable and, in each case, as in effect and available, as of the date of this document. Any of the authorities on which this summary is based could be changed in a material and adverse manner at any time, and any such change could be applied on a retroactive basis and could affect the US federal income tax considerations described in this summary.

This summary is addressed only to US Holders. For the purposes of this summary, a ''US Holder'' is a beneficial owner of Shares or New Centamin Shares participating in the Scheme that is:

• (a) an individual who is a citizen or resident of the US for US federal income tax purposes;
• (b) a corporation, or other entity classified as a corporation for US federal income tax purposes, that is created or organized in or under the laws of the US or any state in the United States, including the District of Columbia;
• (c) an estate if the income of such estate is subject to US federal income tax regardless of the source of such income; or
• (d) a trust if:
• (i) such trust has elected to be treated as a US person for US federal income tax purposes; or
• (ii) a US court is able to exercise primary supervision over the administration of such trust and one or more US persons have the authority to control all substantial decisions of such trust. A holder that is not a US Holder should consult its own tax advisor regarding the potential US federal, US state and local, and foreign tax consequences of the Scheme.

This summary does not address the US federal income tax considerations of the Scheme to US Holders that are subject to special treatment under the Code, including US Holders:

• (a) that are tax-exempt organizations, qualified retirement plans, individual retirement accounts, or other tax deferred accounts;
• (b) that are financial institutions, insurance companies, real estate investment trusts, or regulated investment companies or that are broker dealers, dealers, or traders in securities or currencies that elect to apply a mark-to-market accounting method;

• (c) that have a ''functional currency'' other than the US dollar;

• (d) that own Shares, or will own New Centamin Shares, as part of a straddle, hedging transaction, conversion transaction, constructive sale, or other arrangement involving more than one position;

• (e) that acquired Shares in connection with the exercise of employee stock options or otherwise as compensation for services;
• (f) that hold Shares, or will hold New Centamin Shares, other than as a capital asset within the meaning of Section 1221 of the Code;
• (g) who are US expatriates or former long-term residents of the US; and
• (h) that own directly, indirectly, or by attribution, or will own directly, indirectly, or by attribution, 10% or more, by voting power or value, of the outstanding Shares or New Centamin Shares after the Scheme is effected.

US Holders that are subject to special provisions under the Code, including US Holders described immediately above, should consult their own tax advisors regarding the US federal, US state and local, and foreign tax consequences of the Scheme.

If an entity that is classified as a partnership (or ''pass through'' entity) for US federal income tax purposes holds Shares or will hold New Centamin Shares, the US federal income tax consequences to such partnership (or ''pass through'' entity) and the partners of such partnership (or owners of such ''pass through'' entity) of participating in the Scheme generally will depend on the activities of the partnership (or ''pass through'' entity) and the status of such partners (or owners). Partners of entities that are classified as partnerships (and owners of ''pass through'' entities) for US federal income tax purposes should consult their own tax advisors regarding the US federal income tax consequences of the Scheme.

This summary does not address the state, local, US federal alternative minimum tax, estate and gift, or foreign tax consequences to US Holders of the Scheme. Each US Holder should consult its own tax advisor regarding the state, local, US federal alternative minimum tax, estate and gift, and foreign tax consequences to them of the Scheme.

Although no assurances can be given, this discussion is written on the basis that, for US federal income tax purposes, US Holders of DIs will be treated as the beneficial owners of the underlying shares represented by the DIs. Accordingly, as used herein, the term ''Shares'' shall include any DIs in respect of such shares, and the term ''New Centamin Shares'' shall include any DIs in respect of such shares.

(a) Passive Foreign Investment Company Considerations

A foreign corporation generally will be a passive foreign investment company or ''PFIC'' in any given tax year, if:

• (i) 75% or more of the gross income of the corporation for such tax year is passive income; or
• (ii) on average, at least 50% of its assets produce passive income or are held for the production of passive income.

Although Centamin has not determined whether it is, or has been, a PFIC or whether New Centamin will be a PFIC for the current year, Centamin may have been a PFIC during the taxable years prior to commencement of generating revenue from its mining activities. Consequently, Centamin cannot provide any assurances regarding the PFIC status of Centamin and New Centamin for any taxable year. If Centamin was a PFIC, or New Centamin becomes a PFIC, at any time when a US Holder has held Shares or will hold New Centamin Shares, the tax consequences of the Scheme as a taxable transaction, and holding and disposing of New Centamin Shares, would generally be more adverse as a result of the PFIC rules. Accordingly, US Holders are urged to consult with their tax advisors regarding the potential US tax implications of participating in the Scheme, and holding and disposing of New Centamin Shares, during any taxable period within which Centamin has been, or is, a PFIC, or any future taxable period during which New Centamin becomes a PFIC.

(b) Exchange of Shares for New Centamin Shares In the Scheme

(i) Potential Non-taxable Exchange

For US federal income tax purposes, the Scheme may qualify as a non-taxable exchange under Section 351 of the Code. If the Scheme qualifies for such treatment, the exchange of Shares for New Centamin Shares generally would be expected to be a non-taxable transaction for US federal income tax purposes. Centamin and New Centamin do not intend to take any position that is inconsistent with the treatment of the Scheme as a non-taxable exchange for US federal income tax purposes. The proper US federal income tax treatment of the Scheme is not certain, however, and neither Centamin nor New Centamin can provide any assurances that the Scheme will constitute a non-taxable transaction for any US Holder. This discussion is written on the basis that the Scheme constitutes a non-taxable exchange under Section 351 of the Code. Each US Holder should consult its own tax advisor regarding the proper US federal, state and local income tax treatment of the Scheme.

Assuming that the Scheme is a non-taxable exchange of Shares for New Centamin Shares and subject to the discussion under the heading ''PFIC Considerations Related to Nontaxable Exchanges'', the material US federal income tax consequences of the Scheme to a US Holder would be as follows:

• a US Holder would recognize no gain or loss in the Scheme;

a US Holder's tax basis in the New Centamin Shares received in the Scheme would equal the US Holder's tax basis in its Shares; and

• the Holding period of the New Centamin Shares received by a US Holder in the Scheme would include the period the US Holder held its Shares.

Shareholders who hold multiple blocks of Shares with differing tax bases or holding periods should consult their tax advisors with regard to identifying the bases and holding periods of the particular New Centamin Shares received as a result of the Scheme.

US Holders may be required to report specific information regarding the Scheme on their US tax returns and may be required to maintain certain records regarding the Scheme. US Holders should consult their tax advisors regarding the proper US federal income tax reporting of the Scheme.

(ii) PFIC Considerations Related to Nontaxable Exchanges

Under current law, as set forth under section 1291 of the Code, a non-taxable exchange of PFIC shares for shares in a corporation that is not classified as PFIC, as may be the case for certain US Holders of Shares, may be nonetheless treated as a taxable exchange ''to the extent provided in regulations''. Almost twenty years ago, the US Treasury released proposed Treasury regulations that, if promulgated as final regulations, would subject to current taxation, under the PFIC rules, gain realized in certain non-taxable exchanges that would otherwise not be subject to current taxation, and any such gain would be subject to special tax rules that have a penalizing effect as described below under the heading ''Passive Foreign Investment Company Rules''. These proposed regulations, however, have yet to be promulgated in final form, and US Holders are urged to consult with their tax advisors regarding the potential application of such proposed regulations if such regulations were to be finalized and applied to the Scheme.

(iii) Potential Taxable Exchange

If the Scheme failed to constitute a non-taxable exchange for US federal income tax purposes, a US Holder receiving New Centamin Shares would recognize capital gain, but would likely not be permitted to recognize any capital loss, upon the receipt of New Centamin Shares for Shares pursuant to the Scheme. The amount of capital gain recognized would equal the excess, if any, of (a) the fair market value of the New Centamin Shares as of the Effective Date over (b) such US Holder's tax basis in the Shares. Any such capital gain would be long-term capital gain if the US Holder's holding period for the Shares exceeds one year as of the Effective Date. Any such gain would generally be treated as arising from US sources. The US Holder would have a tax basis in the New Centamin Shares equal to their fair market value as of the Effective Date.

In the case of a US Holder holding Shares that are subject to the PFIC rules, any gain recognized by such holder would be subject to special tax rules that have a penalizing effect as described below under the heading ''Passive Foreign Investment Company Rules''.

(c) Ownership of New Centamin Shares

As noted above, Centamin has not conducted an analysis of whether Centamin is, or has been, a PFIC, or of whether New Centamin will be a PFIC in the current taxable year. The discussion below under headings ''Taxation of Distributions'' and ''Taxation of Dispositions'' is written on the basis that US Holders have not held Shares during any taxable year during which Centamin was a PFIC and that neither Centamin nor New Centamin will be a PFIC in the current taxable year or the foreseeable future. The discussion below under the heading ''Passive Foreign Investment Company Rules'', generally describes the application of the PFIC rules if Centamin were or Centamin becomes a PFIC during any taxable year that a US Holder has held Shares or will hold New Centamin Shares. US Holders are urged to consult with their tax advisors regarding the potential US tax implications of owning New Centamin Shares if Centamin has been a PFIC during any taxable year, and if New Centamin is or becomes a PFIC during the current or any future taxable year.

(d) Taxation of Distributions

Subject to the application of the PFIC rules discussed below under the heading ''Passive Foreign Investment Company Rules'', the gross amount of a distribution (including the full amount of any withholding taxes imposed thereon) paid with respect to New Centamin Shares will be a dividend for US federal income tax purposes to the extent of the current or accumulated earnings and profits of New Centamin (as determined for US tax purposes). For taxable years beginning before 1 January 2013, a non-corporate recipient of dividend income generally will be subject to tax on dividend income from a ''qualified foreign corporation'' at a maximum US federal income tax rate of 15% rather than the marginal tax rates generally applicable to ordinary income provided that certain holding period requirements are met. A non-US corporation (other than a corporation that is classified as a PFIC for the taxable year in which the dividend is paid or the preceding taxable year) generally will be considered to be a qualified foreign corporation:

• (i) if it is eligible for the benefits of a comprehensive tax treaty with the US which the Secretary of Treasury of the US determines is satisfactory for purposes of this provision and which includes an exchange of information program; or
• (ii) with respect to any dividend it pays on stock which is readily tradable on an established securities market in the US.

New Centamin believes that it will be considered a qualified foreign corporation for the purposes of the application of the reduced tax rate. However, this law is scheduled to expire as of 31 December 2012 with the result that dividends paid on New Centamin Shares will thereafter be subject to US income tax at the rates generally applicable to ordinary income or at such other rates as may be prescribed by future legislation.

Australia may impose a withholding tax on dividend payments made by New Centamin. The maximum rate of withholding tax on dividends pursuant to the income tax treaty between Australia and the US (the Treaty) is 15%. A US Holder may be required to properly demonstrate to the company and the Australian tax authorities an entitlement to the reduced rate of withholding under the Treaty. Subject to complex and potentially significant limitations, any withholding tax imposed on distributions paid with respect to the New Centamin Shares will be a foreign tax that a US Holder may elect to claim as a credit against the US Holder's US federal income tax liability. Dividends distributed by New Centamin will generally be categorized as foreign-source ''passive income'' for purposes of computing allowable foreign tax credits. The rules relating to the determination of the foreign tax credit are complex. You should consult your own tax advisors to determine whether and to what extent a credit may be available against your US federal income tax liability. In lieu of claiming a credit, a US Holder may claim a deduction for all foreign taxes paid in the taxable year. Unlike a tax credit, a deduction generally does not reduce US tax on a dollar-for-dollar basis.

If a distribution exceeds New Centamin's current or accumulated earnings and profits (as determined for US tax purposes), it will be treated as a non-taxable return of capital to the extent of the taxpayer's basis in the stock, and thereafter as a capital gain. However, New Centamin does not expect to maintain calculations of its earnings and profits in accordance with US federal income tax principles. US Holders should therefore assume that any distribution with respect to New Centamin Shares will be treated as a dividend for US federal income tax purposes. Dividends will not be eligible for the dividends received deduction allowed to corporate shareholders under the US Code. The amount of any dividend paid to a US Holder in a foreign currency that will be included in the gross income of the US Holder will generally equal the equivalent US dollar amount determined by using the spot rate on the date the dividend is received. A US Holder will have a tax basis in any foreign currency received equal to its US dollar value on the date the dividend is received. US Holders may recognize foreign currency gain or loss on a conversion or disposition of foreign currency on a later date.

(e) Taxation of Dispositions

Subject to the application of the PFIC rules discussed below under the heading ''Passive Foreign Investment Company Rules'', a US Holder of New Centamin Shares generally should recognize capital gain or loss for US federal income tax purposes on the sale, exchange or other disposition of New Centamin Shares in an amount equal to the difference between the amount realized (ie, the amount of cash plus the fair market value of any property received) on such sale, exchange or other disposition and the US Holder's adjusted tax basis in the New Centamin Shares. Such capital gain or loss will be long-term capital gain or loss if the US Holder's holding period for New Centamin Shares exceeds one year at the time of the sale, exchange or other disposition. Under current law, long-term capital gain of non-corporate US Holders is subject to tax at a maximum rate of 15%. However, this reduced rate is scheduled to expire effective for taxable years beginning after 31 December 2012. The deductibility of capital losses is subject to limitations. A US Holder's gain, if any, on such a sale generally will be a US source gain and generally will constitute ''passive income'' for foreign tax credit limitation purposes.

(f) Passive Foreign Investment Company Rules

If Centamin is a PFIC for any taxable year during which a US Holder held Shares, or if New Centamin is a PFIC for any taxable year during which a US Holder holds New Centamin Shares, unless the US Holder made or makes a mark-to-market election (as described below), the US Holder will generally be subject to special tax rules that have a penalizing effect, regardless of whether we remain a PFIC, on

• (i) any excess distribution that we make to the US Holder (which generally means any distribution paid during a taxable year to a US Holder that is greater than 125% of the average annual distributions paid in the three preceding taxable years or, if shorter, the US Holder's holding period for the Shares or New Centamin Shares, as applicable), and
• (ii) any gain realized on the sale or other disposition, including, under certain circumstances, a pledge, of Shares or New Centamin Shares, as applicable.

Under the PFIC rules:

• the excess distribution and/or gain will be allocated ratably over the US Holder's holding period for the Shares or New Centamin Shares, as applicable;
• the amount allocated to the current taxable year and any taxable years in the US Holder's holding period prior to the first taxable year in which we are classified as a PFIC, or pre-PFIC year, will be taxable as ordinary income;
• the amount allocated to each prior taxable year, other than a pre-PFIC year, will be subject to tax at the highest tax rate in effect applicable to the individuals or corporations as appropriate for that year; and
• an interest charge generally applicable to underpayments of tax will be imposed on the tax attributable to each prior taxable year, other than a pre-PFIC year.

If Centamin is a PFIC for any taxable year during which a US Holder holds Shares or New Centamin Shares, as applicable, and any of Centamin's non-US subsidiaries is also a PFIC (ie, a lower-tier PFIC), such US Holder would be treated as owning a proportionate amount (by value) of the shares of the lower-tier PFIC and would be subject to the rules described above on certain distributions by a lower-tier PFIC and a disposition of shares of a lower-tier PFIC even though such US Holder would not receive the proceeds of those distributions or dispositions. Each US Holder is advised to consult its tax advisors regarding the application of the PFIC rules to any of Centamin's subsidiaries.

If a US Holder made or makes a mark-to-market election, the US Holder will generally:

• include as ordinary income for each taxable year that we are a PFIC, the excess, if any, of the fair market value of the Shares or New Centamin Shares, as applicable, held at the end of the taxable year over the adjusted tax basis of such Shares or New Centamin Shares, as applicable; and
• deduct as an ordinary loss the excess, if any, of the adjusted tax basis of the Shares or New Centamin Shares, as applicable, over the fair market value of such Shares or New Centamin Shares, as applicable, held at the end of the taxable year, but such deduction will only be allowed to the extent of the net amount previously included in income as a result of the mark-to-market election. The US Holder's adjusted tax basis in the Shares or New Centamin Shares, as applicable, would be adjusted to reflect any income or loss resulting from the mark-to-market election.

If a US Holder made or makes a mark-to-market election and we cease to be a PFIC, the US Holder will not be required to take into account the mark-to-market gain or loss described above during any period that Centamin is not classified as a PFIC. Because a mark-to-market election cannot be made for any lower-tier PFICs that Centamin may own, a US Holder may continue to be subject to the PFIC rules with respect to such US Holder's indirect interest in any investments held by us that are treated as an equity interest in a PFIC for US federal income tax purposes.

US Holders are advised to consult their tax advisors regarding the US federal income tax consequences of disposing of Shares if Centamin were a PFIC for any taxable year during which such US Holder held Shares. US Holders are also advised to consult their tax advisors regarding the holding and disposing of New Centamin Shares if New Centamin is or becomes a PFIC, including the possibility of making a mark-to-market election.

(g) Information Reporting; Withholding Tax

In general, information reporting will apply to dividends paid with respect to New Centamin Shares and to proceeds from the sale, exchange or other disposition of New Centamin Shares within the US (and in certain cases, outside the US) unless the US Holder is an exempt recipient. Backup withholding may apply to such payments if the US Holder fails to provide a taxpayer identification number or certification of other exempt status or if the US Holder has previously failed to report in full certain types of income. Any amounts withheld under the backup withholding rules may be allowed as a refund or credit against the US Holder's US federal income tax liability provided required information is timely furnished to the IRS.

The discussion above is a general summary only. It does not cover all tax matters that may be Important to a particular US Holder. Each US Holder should consult a tax adviser about the US tax consequences of the Scheme and the ownership and disposition of New Centamin Shares.

9. ADDITIONAL INFORMATION

9.1 Ranking of the New Centamin Shares

All New Centamin Shares to be allotted will rank equally in all respects (including with respect to voting rights) with the existing New Centamin Shares from their date of issue.

9.2 Rights Attaching to the New Centamin Shares

The rights attaching to New Centamin Shares arise from a combination of New Centamin's Articles, the Jersey Companies Law and the common law.

Under the Implementation Agreement, New Centamin is obliged to adopt the Articles prior to the Implementation Date.

A summary of the key terms of New Centamin's proposed Articles is contained in the comparison of the Australian and Jersey legal regimes set out in Annexure D. It is not intended to be exhaustive or definitive.

9.3 De-listing of Centamin from LSE and TSX

Trading on the LSE and TSX of Shares is expected to cease as at the close of trading on the trading day before the Implementation Date. Delisting on the LSE and on the TSX of Shares is expected to occur as at the opening of trading on the Implementation Date. Trading on the LSE and the TSX of the New Centamin Shares issued under the Reincorporation is expected to commence from the opening of trading on the Implementation Date.

9.4 Listing of New Centamin Shares on the LSE

It is a condition to the Reincorporation that either:

• (a) the admission of New Centamin Shares to the Official List becoming effective in according with the UK Listing Rules and the admission of such New Centamin Shares to trading becoming effective in accordance with the Admission and Disclosure Standards; or
• (b) if New Centamin and Centamin so determine:
• (i) the UK Listing Authority acknowledging that the application for the admission of the New Centamin Shares to the Official List has been approved (after satisfaction of any UKLA Listing Condition) and will become effective as soon as a dealing notice has been issued by the FSA and any UKLA Listing Conditions having been satisfied; and
• (ii) the LSE having acknowledged that the New Centamin Shares will be admitted to trading.

Centamin will submit applications to the FSA and the LSE for, respectively, admission to the premium segment of the Official List and admission to trading on the LSE's Main Market on the Effective Date.

Centamin expects that the FSA and the LSE will accept New Centamin Shares for admission to the Official List and to trading on the Main Market of the LSE respectively, but there is no certainty that this will occur or when this will occur.

Under the Implementation Agreement, this condition may be waived by Centamin and New Centamin. However, as at the date of this Scheme Booklet, Centamin and New Centamin do not have an intention to do so.

9.5 Listing of New Centamin Shares on TSX

It is a condition to the Reincorporation that, the New Centamin Shares have been conditionally accepted for listing on the TSX, subject only to the Scheme becoming Effective and such other conditions imposed by TSX as are acceptable to Centamin and New Centamin.

Centamin will submit to the TSX its substitution listing application and substitution listing fee, within seven days of the date of this Scheme Booklet.

The TSX has given a letter to New Centamin approving the listing of New Centamin Shares on the TSX. However the approval is subject to the satisfaction of conditions including the Scheme becoming Effective and certain other customary conditions.

Under the Implementation Agreement, this condition may be waived by Centamin and New Centamin. However, as at the date of this Scheme Booklet, Centamin and New Centamin do not have an intention to do so.

9.6 Interests of Directors of Centamin

(a) Centamin securities held by Directors

As at the date of this Scheme Booklet, the relevant interests of the Directors (within the meaning of the Corporations Act) in Centamin's issued Share capital, which are known to the Directors or could with reasonable due diligence be ascertained by them, all of which are beneficial, are as follows:

Director	Shares	Options	Shares Issued Under Executive Director LFS Plan(1)
Mr Josef El-Raghy	70,195,086	0	1,000,000
Mr Harry Michael	125,000	0	1,000,000
Mr Trevor Schultz	0	1,000,000	1,000,000
Mr Gordon Edward Haslam .	0	0	0
Mr Mark Bankes	30,000	0	0
Mr Mark Arnesen	15,000	0	0
Professor G. Robert Bowker .	0	0	0

Notes to table:

(1) Shares issued pursuant to the LFS Plans are held beneficially by the participant subject to certain vesting and performance conditions.

The effect of the Scheme on the interests of the Directors who hold Shares is the same as its effect on the like interests of other Shareholders.

All Directors who hold or control the right to vote Shares intend to vote in favour of the resolution to approve the Reincorporation.

(b) New Centamin securities held by directors

Currently, New Centamin has on issue ten Subscriber Shares; five Subscriber Shares are held by Ogier Nominees (Jersey) Limited and five Subscriber Shares are held by Reigo Nominees (Jersey) Limited. Prior to the Implementation Date, New Centamin intends to transfer five Subscriber Shares to Mr Josef El-Raghy (Centamin Chairman) and five Subscriber Shares to Mr Harry Michael (Centamin Chief Executive Officer).

If the Scheme becomes Effective, Mr El-Raghy and Mr Michael will be issued with five less New Centamin Shares each as Scheme Consideration (so that after implementation of the Scheme, they will each hold the same number of New Centamin Shares as they held in Centamin).

9.7 Payments of benefits to Directors, secretaries and executive officers of Centamin

No Director, secretary or executive officer of Centamin (or any of its related bodies corporate) will receive any payment or other benefit through the Reincorporation as compensation for loss of, or as consideration for or in connection with his or her retirement from office in Centamin or any of its related bodies corporate.

Except as set out below or disclosed elsewhere in this Scheme Booklet, no Director, secretary or executive officer of Centamin (or any of its related bodies corporate) will receive any payment or other benefit through the Reincorporation other than:

• (a) the payment of director's fees or salaries; and
• (b) any allocation of Scheme Consideration to which they are entitled as a Shareholder on equivalent terms to all Scheme Participants.

9.8 Agreements or arrangements with Directors, executives or secretaries

There are no agreements or arrangements between any Director and any other person in connection with, or conditional on, the outcome of the Scheme.

9.9 Interests of Directors in contracts entered into by New Centamin

No Director has any interest in any contract entered into by New Centamin.

9.10 Interests of Directors in the Scheme

No Director has any interest in the Scheme other than as set out in section 9.6.

9.11 Disclosure of benefits

As at the date of this Scheme Booklet, neither Centamin nor any ''associate'' (as defined in the Corporations Act) of Centamin has given or offered or agreed to give to another person a benefit likely to induce the other person, or an ''associate'' of the other person, to vote in favour of the Scheme, excepting any benefits offered to all other Shareholders and any benefits disclosed elsewhere in this Scheme Booklet.

9.12 Effect on Creditors

New Centamin intends for its business to consist entirely of the business of Centamin, as detailed in section 6.2. Therefore, the Reincorporation will not have an adverse impact on the interests of Centamin's creditors, and no material liability will be incurred by Centamin under or by reason of the Reincorporation, other than the costs of implementing the Scheme.

9.13 Dissenters' rights

Security holders who dissent from the Scheme are not entitled to any appraisal rights under applicable Australian law. However, both security holders and creditors of Centamin who dissent from the Scheme are entitled to oppose Court approval of the Scheme at the Second Court Hearing by filing with the Court and serving on Centamin a notice of appearance in the prescribed form, together with any affidavit on which such opposing Shareholders or creditors wish to rely at the hearing. The notice of appearance and affidavit must be served on Centamin at least one business day before the date fixed for the Second Court Hearing. The Second Court Hearing is currently expected to be 20 December 2011. Any change to this date will be announced through the LSE and the TSX and will also be notified on Centamin's website at www.centamin.com.

9.14 ASIC relief

Clause 8302(h) of part 3 of schedule 8 to the Corporations Regulations requires the Scheme Booklet to set out whether, within the knowledge of the Directors, the financial position of Centamin has materially changed since the date of the last balance sheet laid before a Centamin annual general meeting or sent to Shareholders in accordance with section 314 or 317 of the Corporations Act.

ASIC has granted Centamin relief from this requirement on the condition that:

• (a) Centamin has complied with Division 2 of Part 2M.3 of the Corporations Act in respect of the period ended 30 June 2011;
• (b) the Scheme Booklet states that Centamin will give a copy of the half year financial report of Centamin for the six month period to 30 June 2011 free of charge to anyone who requests them before the Scheme is approved by the Court;
• (c) all material changes in Centamin's financial position occurring after 30 June 2011 but prior to the date of the Scheme Booklet are disclosed in the Scheme Booklet; and
• (d) the Scheme Booklet sent to Shareholders is substantially in the form given to ASIC on 7 November 2011.

9.15 Jersey regulatory matters

The consent of the Jersey Financial Services Commission will be required in relation to the issue of the New Centamin securities to be issued to Shareholders, pursuant to the Control of Borrowings (Jersey) Order 1958.

Centamin does not expect this to cause any material issues and Centamin has been advised that the relevant consent to issue the New Centamin Shares has already been received.

9.16 Other foreign regulatory matters

Neither this Scheme Booklet nor the Scheme constitutes, or are intended to constitute, an offer of securities in any place in which, or to any person to whom, the making of such an offer would not be lawful under the laws of any jurisdiction outside Australia and its external territories, and shall not form the basis of any contract.

Ineligible Foreign Shareholders will not receive New Centamin Shares under the Scheme. Instead, Ineligible Foreign Shareholders will have their entitlements sold by the Nominee on market after New Centamin Shares commence trading on the LSE's Main Market and on the TSX, with the proceeds of sale, net of any brokerage, taxes and other costs of sale, remitted to the Ineligible Foreign Shareholders.

Neither New Centamin, Centamin nor the Nominee will be subject to any liability for the sale of New Centamin Shares on market on a particular day or at a particular price.

9.17 Consents and disclaimers of responsibility

(a) Consent to be named

The following persons have given, and have not withdrawn before the time of this Scheme Booklet's registration by ASIC, written consent to be named in this Scheme Booklet in the form and context in which they are named:

• (i) Blake Dawson as Australian legal counsel to Centamin and New Centamin;
• (ii) Charles Russell LLP as United Kingdom legal counsel to Centamin and New Centamin;
• (iii) Blake, Cassels & Graydon LLP as Canadian legal counsel to Centamin and New Centamin;
• (iv) Ogier Legal as Jersey counsel to Centamin and New Centamin;
• (v) Sharkawy & Sarhan Law Firm as Egyptian counsel for Centamin and New Centamin;
• (vi) Deloitte Touche Tohmatsu as auditor to Centamin;
• (vii) Deloitte Touche Tohmatsu Ltd as Canadian, Australian and UK taxation adviser;
• (viii)Computershare Investor Services Pty Ltd, Computershare Investor Services PLC and Computershare Investor Services Inc as the share registries to Centamin;
• (ix) Deloitte Corporate Finance Pty Ltd as Independent Expert; and
• (x) Nic Johnson of Hellman & Schofield Pty Ltd and Group employees Andrew Pardey and Richard Osman, as the authors of the Technical Report that the reserves and resources figures set out in section 5.6 are based on.

(b) Consent to the inclusion of information

The following persons have given, and have not withdrawn before the time of this Scheme Booklet's registration by ASIC, written consent to inclusion of the following information in this Scheme Booklet in the form and context in which the information is included, and to all references to such information in this Scheme Booklet in the form and context in which the references appear:

• (i) Deloitte Touche Tohmatsu Ltd in respect of the Canadian, Australian and UK tax information contained in section 8; and
• (ii) Deloitte Corporate Finance Pty Ltd in respect of the Independent Expert's Report in Annexure G of this Scheme Booklet.

(c) Disclaimers of responsibility

None of the persons named in sections 9.17(a) and 9.17(b) above:

• (i) have authorised or caused the issue of this Scheme Booklet; or
• (ii) make, or purport to make, any statement in this Scheme Booklet, or any statement upon which a statement in this Scheme Booklet is based, other than a statement or report included in this Scheme Booklet with the person's consent as expressly specified in this section 9.17.

Each of the persons named in sections 9.17(a) and 9.17(b) above, to the maximum extent permitted by law, expressly disclaims and takes no responsibility for any part of this Scheme Booklet, other than a reference to the person's name in this section 9.17, or a statement or report that has been included in this Scheme Booklet with the person's consent as expressly specified in this section 9.17.

9.18 Disclosure of fees and benefits received by certain persons

The persons named in this Scheme Booklet as performing a function in a professional, advisory or other capacity in connection with the preparation or distribution of this Scheme Booklet are:

• (a) Deloitte Corporate Finance Pty Ltd as Independent Expert;
• (b) Blake Dawson as Australian legal counsel to Centamin and New Centamin;
• (c) Charles Russell LLP as United Kingdom legal counsel to Centamin and New Centamin;
• (d) Blake, Cassels & Graydon LLP as Canadian legal counsel to Centamin and New Centamin;
• (e) Ogier Legal as Jersey counsel to Centamin and New Centamin; and
• (f) Deloitte Touche Tohmatsu Ltd as Canadian, Australian and UK tax advisor to Centamin and New Centamin.

Each of the above listed persons will be entitled to receive professional fees charged in accordance with their normal basis of charging. If the Scheme proceeds, Centamin estimates professional fees to be approximately \$1,800,000.

None of the above listed persons have any financial interest in Centamin, New Centamin or the Scheme other than in respect of such professional fees to be received in relation to their work performed on the implementation of the Scheme and the preparation of the Scheme Booklet.

The independent non-executive directors of both Centamin and New Centamin also have received and will receive directors' fees on commercial market terms during their tenures as directors of Centamin and New Centamin.

9.19 Other information

Except as set out in or incorporated by reference in this Scheme Booklet, there is no other information material to the making of a decision in relation to the Scheme that is within the knowledge of any Director or Related Body Corporate of Centamin and that has not previously been disclosed to Shareholders (as appropriate).

9.20 Additional information

Additional information regarding Centamin may be found on SEDAR at www.sedar.com. Financial information about Centamin is provided in Centamin's comparative financial statements and management's discussions and analysis for its most recently completed financial year.

Information regarding Centamin (including copies of Centamin's consolidated financial statements and management's discussion and analysis for its most recently completed financial year) may be obtained by Shareholders without charge upon written request to Centamin's company secretary at centamin@centamin.com.au.

9.21 Lodgement of this Scheme Booklet

This Scheme Booklet was given to ASIC on 7 November 2011 pursuant to section 411(2)(b) of the Corporations Act.

9.22 Consent to lodgement

Each Director of Centamin has given, and not withdrawn, his or her consent to the lodgement of this Scheme Booklet as an explanatory statement in relation to the Scheme with ASIC.

BY ORDER ON BEHALF OF THE BOARD OF CENTAMIN EGYPT LIMITED.

9NOV201105040593

Mr Josef El-Raghy Chairman 11 November 2011

10. DEFINITIONS AND INTERPRETATION

10.1 Definitions

ABN means Australian Business Number.

Admission and Disclosure Standards means the Admission and Disclosure Standards of the LSE, as revised from time to time.

AEDT means Australian Eastern Daylight Time.

AIFRS means the Australian equivalent to International Financial Reporting Standards applying in Australia.

AIM means the AIM Market of LSE.

ARE means the Arab Republic of Egypt.

Articles means the draft memorandum and articles of association proposed to be adopted by New Centamin prior to the Implementation Date.

ASIC means the Australian Securities and Investments Commission.

ASIC Relief means the modifications or exemptions set out in section 9.14.

Associate means ''Associate'' as defined in section 12 of the Corporations Act.

ATO means Australian Taxation Office.

AUD, A\$ and \$ means Australian currency, unless the context otherwise requires.

Authority means:

• (a) any government or governmental, semi-governmental or local authority and any department, office, minister, commission, board or delegate or agency of any such government or authority;
• (b) any judicial or administrative entity or authority; and
• (c) any other authority, commission, board agency or other entity established or having power under statute or the listing rules of any recognised exchange.

AWST means Australian Western Standard Time.

Board means the Board of Directors of Centamin.

Business Day means a day on which trading banks are open for business in Perth, Western Australia, Australia, but does not include a Saturday, Sunday or any public holiday in Perth, Western Australia, Australia.

C\$ means Canadian currency.

Canadian Beneficial Holder means a Shareholder who holds its Shares through a Canadian securities broker or dealer, bank or trust company or other custodian, as applicable.

Canadian Shareholder has the meaning given to it in section 8.3.

Canadian Tax Act means the Income Tax Act (Canada).

Canadian Tax Proposals has the meaning given to it section 8.3.

CDS means CDS Clearing and Depository Services Inc.

Centamin means Centamin Egypt Limited, ABN 86 007 700 352.

CEO means chief executive officer.

Certificated Shareholders means Shareholders that are recorded on the Share Register as holding their Shares in certificated form.

CGT means capital gains tax.

Close of Register means 7.00 pm AWST on the Record Date.

Commercial Production means the mining, milling, processing, smelting and refining of ores, following decisions by EMRA and PGM to produce on a regular and commercial basis.

Concession Agreement means the Eastern Desert Concession Agreement, promulgated as Law No. 222 of 1994, signed on 29 January 1995 and effective from 13 June 1995 between PGM, EGSMA (now EMRA) and ARE relating to the exploration and exploitation of gold and associated minerals in the predetermined localities in the Eastern Desert of Egypt.

Concessional Taxpayer means an individual, trustee or complying superannuation entity.

Conditions Precedent means the conditions precedent specified in clause 3.1 of the Implementation Agreement and referred to in section 7.3.

Corporations Act means the Corporations Act 2001 (Cth).

Corporations Regulations means the Corporations Regulations 2001 (Cth).

Court means the Supreme Court of Western Australia, or any other court of competent jurisdiction under the Corporations Act.

CRA means Canada Revenue Agency.

CREST means the computerised settlement system to facilitate the transfer of title to or interests in securities in uncertificated form, operated by Euroclear UK & Ireland Limited.

CREST Regulations mean the Uncertificated Securities Regulations 2001 (UK) or the Companies (Uncertificated Securities) (Jersey) Order 1999 (UK).

Custodian means the custodian appointed to hold Shares deposited pursuant to the DI Deed, being Computershare Company Nominees Limited.

Depositary means Computershare Investor Services PLC.

Depositary Interests or DIs means a security:

• (a) issued under the DI Deed and the CREST Regulations;
• (b) created under UK law and as such capable of settlement on the LSE utilising the CREST system;
• (c) held in uncertificated form;
• (d) title to which is established by entry in the Depositary Interest Register;
• (e) evidencing the holder's underlying interest in one Share, which is registered on the Share Register in the name of the Depositary or Custodian and held by the Depositary (itself or through the Custodian) as bare trustee for the holder of the Depositary Interest, on the terms set out in the DI Deed; or
• (f) entitling the holder to the benefit of all the rights and entitlements received.

Depositary Interest Register means the register of holders of Depositary Interests.

DI Cancellation Date means the date on which the DIs are withdrawn from CREST under the DI Deed which will occur prior to the Close of Registers on the Record Date.

DI Deed means the deed poll executed by the Depositary on 18 September 2003 relating to the Depositary Interests.

DI Holders mean holders of Depositary Interests issued with respect to Shares.

Deed Poll means the Deed Poll dated 4 November 2011 executed by New Centamin in favour of the Shareholders covenanting to provide the Scheme Consideration and to do all things necessary or expedient on its part to implement the Scheme as set out in Annexure C.

Director means a director of Centamin.

EEAA means the Egyptian Environmental Affairs Agency.

Effective means, when used in relation to the Scheme, the coming into effect, pursuant to section 411(10) of the Corporations Act, of the Implementation Orders.

Effective Date means, when used in relation to the Scheme, the coming into effect, pursuant to section 411(10) of the Corporations Act, of the orders of the Court made under section 411(4)(b) of the Corporations Act, in relation to the Scheme.

EGM means the extraordinary general meeting of Shareholders to be to be convened after the Scheme Meeting pursuant to the EGM Notice.

EGM Notice means the notice to Shareholders of the EGM, including the management information circular that forms part of the EGM Notice, as set out in Annexure F.

EGSMA means the Egyptian Geological Survey and Mining Authority, now the EMRA.

Eligible Scheme Participant means a Scheme Participant who is not an Ineligible Foreign Shareholder.

EMEA region means Europe, the Middle East and Africa.

Employee LFS Plan means the employee loan funded share plan approved by Shareholders at the Centamin general meeting held on 15 February 2011.

EMRA means the Egyptian Mineral Resources Authority, previously EGSMA.

End Date means 31 January 2012, or such later date as New Centamin and Centamin may agree in writing.

ESOP means Centamin's employee share option plan approved by Shareholders at Centamin's annual general meeting on 20 November 2006.

EST means Eastern Standard Time (Canada).

EU means European Union.

Executive Director LFS Plan means the executive director loan funded share plan approved by Shareholders at the Centamin general meeting held on 15 February 2011.

Exercise Price means, in relation to an Option, all amounts paid or payable with respect to that Option on exercise of the Option.

Explanatory Statement means this Scheme Booklet, which is an explanatory statement issued by Centamin pursuant to section 412 of the Corporations Act and registered by ASIC.

Exploitation Lease means the exploitation rights granted to PGM and EMRA pursuant to the Concession Agreement and the agreement dated 24 May 2005 between PGM and EMRA approved by the Egyptian Minister of Petroleum.

FATA means the Foreign Acquisitions and Takeovers Act 1975 (Cth).

FIRB Approval means the first to occur of:

• (a) written notification by the Treasurer of the Commonwealth of Australia or his delegate under FATA that the Commonwealth Government has no objection under the Federal Government's foreign investment policy or under FATA to New Centamin acquiring all the Shares under the Scheme; or
• (b) the Treasurer ceasing to be entitled to make an order under Part II of FATA in respect of New Centamin acquiring all the Shares under the Scheme.

First Court Date means the date on which the First Court Hearing was held.

First Court Hearing means the Court hearing on the First Court Date at which the Court ordered the convening of the Scheme Meeting pursuant to section 411 of the Corporations Act.

FSA means the Financial Services Authority of the United Kingdom.

FSL means the Financial Services (Jersey) Law 1998.

GBP means UK pounds sterling.

GMT means Greenwich Mean Time.

Governmental Agency means any government or governmental, semi-governmental, administrative, financial, regulatory or judicial entity or authority. It also includes a self-regulatory organisation established under a statute or stock exchange.

Group means Centamin, its Subsidiaries and the Operating Company.

GST means goods and services tax or similar value added tax levied or imposed in Australia under the GST Law or otherwise on a supply.

GST Law has the same meaning given to that expression in A New Tax System (Goods and Services Tax) Act 1999 (Cth).

HMRC means HM Revenue & Customs.

Implementation Agreement means the Implementation Agreement dated 4 November 2011 between New Centamin and Centamin relating to the implementation of the Reincorporation, as amended, included as Annexure A to this Scheme Booklet.

Implementation Date means the seventh day immediately following the Record Date or such other date as New Centamin and Centamin may agree in writing.

Implementation Orders means the orders pursuant to section 411(4)(b) of the Corporations Act to give effect to the Scheme, and any orders pursuant to give effect to such incidental, consequential and supplemental matters as are necessary to ensure that the Reincorporation is fully and effectively carried out.

Independent Expert means Deloitte Corporate Finance Pty Ltd.

Independent Expert's Report means the report of the Independent Expert included as Annexure G of this Scheme Booklet.

Ineligible Foreign Shareholder means each Shareholder whose name is recorded as the legal holder of Shares in the Share Register as at the Record Date and whose address is recorded in the Share Register as at the Record Date as being a place outside Australia, New Zealand, Canada, the United Kingdom, the US, Jersey, Egypt or Ireland, unless New Centamin is satisfied, before the Record Date and without being obliged to conduct any investigations into the matter, that such Shareholders lawfully can be issued New Centamin Shares pursuant to the Scheme.

Investor Optionholder means the Optionholder who has acquired Options other than pursuant to the ESOP.

ISE Regulations means the Goods and Services Tax (International Services Entities) (Jersey) Regulations 2008.

Jersey Companies Law means the Companies (Jersey) Law 1991 (as amended).

Letters of Transmittal means the letter of transmittal enclosed with those copies of the Scheme Booklet sent to Shareholders that are on the Share Register in Canada, which must be duly completed and returned in order for such Shareholders to receive New Centamin Shares.

LFS Plans mean the Employee LFS Plan and the Executive Director LFS Plan.

LIBOR means the London Interbank Offered Rate.

LSE means London Stock Exchange plc.

Main Market means the main market for listed securities operated by the LSE.

New Centamin means Centamin plc, a company incorporated under the laws of Jersey on 10 October 2011 with its registered office at Ogier House, The Esplanade, St Helier, Jersey JE4 9WG and having registration number 109180.

New Centamin Employee LFS Plan means the New Centamin employee loan funded share plan, the adoption of which by New Centamin is to be voted on by Shareholders at the EGM.

New Centamin ESOP means the New Centamin employee share option plan, the adoption of which by New Centamin is to be voted on by Shareholders at the EGM.

New Centamin Executive Director LFS Plan means the New Centamin executive director loan funded share plan, the adoption of which by New Centamin is to be voted on by Shareholders at the EGM.

New Centamin LFS Plans means the New Centamin Executive Director LFS Plan and the New Centamin Employee LFS Plan.

New Centamin Option means a right granted to an Optionholder to subscribe for or acquire a New Centamin Share subject to the terms and conditions on which that right is granted.

New Centamin Share means one fully paid share in New Centamin to be issued in connection with the Scheme, with an ISIN Number of JE00B5TT1872.

Nominee means RBC Europe Limited, trading as RBC Capital Markets acting as broker as directed by New Centamin, for the sale of the New Centamin Shares that would otherwise have been issued to an Ineligible Foreign Shareholder.

Non-Objecting Beneficial Shareholders means those Canadian Beneficial Holders who have not objected to their intermediary disclosing certain ownership information about them to Centamin.

Objecting Beneficial Shareholders means those Canadian Beneficial Holders who have objected to their intermediary disclosing certain ownership information about them to Centamin.

Official List means the official list of the UK Listing Authority.

Operating Company means the Sukari Gold Mining Company, which is 50% owned by PGM and 50% owned by EMRA.

Option means an option to acquire Shares prior to the Reincorporation, and to acquire New Centamin Shares after the Reincorporation.

Optionholder means a person who is registered in the Option Register of Centamin as the holder of options or warrants, as the case may be.

Option Register means the register of options and warrants granted by Centamin maintained in accordance with the Corporations Act.

PGM means Pharaoh Gold Mines NL, ABN 13 062 135 728.

Prospectus Rules means the Prospectus Rules published by the FSA from time to time.

Record Date means the third Business Day following the date on which the Scheme becomes Effective, or such earlier date as New Centamin and Centamin may agree to in writing.

Reincorporation or Scheme means the proposed scheme of arrangement under Part 5.1 of the Corporations Act between Centamin and the Shareholders in the form of Annexure B, subject to any alterations or conditions made or required by the Court under section 411(6) of the Corporations Act and approved in writing by each party.

Related Body Corporate has the meaning given in the Corporations Act.

Relevant Instrument means, with respect to any person:

• (a) the certificate of incorporation, the constitution, the bylaws or other charter documents of that person;
• (b) any agreement, note, bond, security interest, indenture, deed of trust, contract, undertaking, lease or other instrument or obligation to which that person is a party, or by which its assets are bound or affected;
• (c) any authorisation, licence, permit or authority granted to or entered into by that person and that is material in the context that it is granted or entered into; or
• (d) any writ, order, decree, injunction, judgment, law, statute, rule or regulation applicable to that person or its assets, or by which it or they are bound or affected.

Remuneration Committee means the Remuneration Committee of the Board.

Required Consents means the consent, approval, permission or waiver of any third party (including any Governmental Agency) which, whether pursuant to a Relevant Instrument or otherwise, is required in connection with, or as a result of, the proposal or implementation of the Reincorporation in order to avoid:

• (a) a material breach, material violation or material default occurring under a Relevant Instrument applicable to any party or any of its associates;

• (b) any other person becoming entitled to terminate, withdraw, accelerate or call for a material default under a Relevant Instrument applicable to any party or any of its associates;

• (c) any other person becoming entitled to amend the terms of a Relevant Instrument in a way which would materially adversely affect any party or any of its associates or which enables that other person to acquire any other right which would materially adversely affect any party or any of its associates; or

• (d) the creation of any security interest upon any of the assets or properties of any party or any of its associates.

Requisite Majorities means in relation to a resolution to be put to a Scheme Meeting, a resolution, approved by:

• (a) unless the Court orders otherwise, more than 50% of Shareholders, who are present and voting on the resolution, either in person or by proxy, attorney or, (in the case of corporate shareholders) a body corporate representative; and
• (b) at least 75% of the total number of votes cast by Shareholders on the resolution either in person or by proxy, attorney or (in the case of corporate shareholders) a body corporate representative.

Scheme or Reincorporation means the proposed scheme of arrangement under Part 5.1 of the Corporations Act between Centamin and the Shareholders in the form of Annexure B, subject to any alterations or conditions made or required by the Court under section 411(6) of the Corporations Act and approved in writing by each party.

Scheme Booklet means this booklet, providing information to assist Shareholders in deciding how to vote on the Scheme.

Scheme Consideration means the consideration Shareholders are to receive under clause 3.3(b) of the Scheme.

Scheme Meeting means the meeting of Shareholders ordered by the Court to be convened pursuant to section 411(1) of the Corporations Act.

Scheme Participant means each person who is a Shareholder as at the Close of Registers on the Record Date.

Scheme Prospectus means the prospectus which will be dated on or about 16 December 2011 relating to New Centamin and New Centamin Shares prepared in accordance with the rules and regulations made by the UK Listing Authority under Part VI of the Financial Services and Markets Act 2000 (UK).

SEC means the US Securities and Exchange Commission.

Second Court Date means that day on which an application made to the Court for orders approving the Scheme pursuant to section 411(4)(b) of the Corporations Act is heard, or, if the application is adjourned for any reason, the first day on which the adjourned application is heard.

Second Court Hearing means the Court hearing to be held on the Second Court Date at which the application to the Court to approve the Scheme is heard.

Securities Act means the US Securities Act of 1933.

SEDAR means the System for Electronic Document Analysis and Retrieval, a document filing and retrieval system for Canadian public companies.

Share means a fully paid share in Centamin.

Share Register means the register of members of Centamin maintained in accordance with the Corporations Act.

Shareholder means each person who is registered in the Share Register of Centamin as the holder of Shares or Depositary Interests.

Subscriber Shares mean the ten fully paid ordinary shares in the capital of New Centamin to effect incorporation of New Centamin.

Subsidiaries means the wholly owned subsidiaries of the Group, being PGM, Viking Resources Ltd (ABN 60 008 926 672), North African Resources NL (ABN 16 075 690 309), Centamin UK Limited (UK Company Number 07673091), Sheba Exploration (UK) plc (UK Company Number 05179896), Sheba Exploration Limited (UK Company Number 03512706) and Centamin Limited (Bermudan Registration Number 34478).

Sukari Project means the gold project located within the Sukari Concession Area over which PGM and EMRA have been granted Exploitation Rights.

TOFA Provisions means the Tax Laws Amendment (Taxation of Financial Arrangements) Act 2009 (Cth).

TSR means total shareholder return.

TSX means the Toronto Stock Exchange.

UK means the United Kingdom.

UK Corporate Governance Code means the UK Corporate Governance Code published in June 2010 by the UK Financial Reporting Council.

UK Listing Authority means the FSA acting as the competent authority under Part VI of the Financial Services and Markets Act 2000 (UK).

UK Listing Rules means the listing rules published by the FSA under Part VI of the Financial Services and Markets Act 2000 (UK).

UKLA Listing Condition means any condition to which the approval of the UK Listing Authority for the admission of the New Centamin Shares to the Official List with a premium listing is expressed to be subject.

US means United States of America.

US Person has the meaning in Regulation S under the Securities Act.

US\$ means US currency.

Zero/Ten Regime means the general basic rate of income tax on the profits of Jersey companies being 0%, with only a limited number of financial services companies being subject to income tax at a rate of 10%, as provided under the Income Tax (Jersey) Law 1961.

10.2 Glossary of Abbreviations and Technical Terms

Au means the chemical symbol for gold.

CIM means the Canadian Institute of Mining, Metallurgy and Petroleum.

CIM Standards means the CIM Definitions Standards on Mineral Resources and Mineral Reserves, 2005 version.

definitive feasibility study means a definitive study of a deposit in which all geological, engineering, operating, economic and other relevant factors are considered in sufficient detail that it could reasonably serve as the basis for a final decision by a financial institution to finance the development of the deposit for mineral production.

feasibility study means a comprehensive study of a deposit in which all geological, engineering, operating, economic and other relevant factors are considered in sufficient detail that it could reasonably serve as the basis for a final decision by a financial institution to finance the development of the deposit for mineral production.

g means gramme.

grade means the amount of mineral in each tonne of ore.

g/t means gramme/metric tonne.

Indicated resource means that part of a Mineral Resource for which tonnage, density, shape, physical characteristics, grade and mineral content can be estimated with a reasonable level of confidence. It is based on exploration, sampling and testing information gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes. The locations are too widely or inappropriately spaced to confirm geological and/or grade continuity but are spaced closely enough for continuity to be assumed.

Inferred resource means that part of a Mineral Resource for which tonnage, grade and mineral content can be estimated with a low level of confidence. It is inferred from geological evidence and assumed but not verified, geological and/or grade continuity. It is based on information gathered through appropriate techniques from locations such as outcrops, trenches, pits, and workings and drill holes which may be limited or of uncertain quality and reliability.

Intrusive means rock which, while molten, penetrated into or between other rocks but solidified before reaching the surface.

JORC means the Joint Ore Reserves Committee of the Australasian Institute of Mining and Metallurgy, Australian Institute of Geoscientists and the Minerals Council of Australia.

JORC Code means the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves, 2004 version.

kg means kilogramme.

km means kilometre.

level means in connection with a mine, means development workings at about the same elevation; commonly numbered downwards from the surface, eg levels 1, 2, 3, etc, or by their relative elevation, eg 1000m level, 1050m level etc.

Measured means that part of a Mineral Resource for which tonnage, densities, shape, physical characteristics, grade and mineral content can be estimated with a high level of confidence. It is based on detailed and reliable exploration, sampling and testing information gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes. The locations are spaced closely enough to confirm geological and grade continuity.

meta (prefix) means changed, altered.

metallurgical or metallurgy means the science concerned with the production, purification and properties of metals and their application.

Mineral Reserve means that part of a Mineral Resource which has been demonstrated to be economically exploitable.

Mineral Resource means a concentration or occurrence of natural, solid, inorganic or fossilized organic material in or on the Earth's crust in such form and quantity and of such a grade or quality that it has reasonable prospects for economic extraction. The location, quantity, grade, geological characteristics and continuity of a mineral resource are known, estimated or interpreted from specific geological evidence and knowledge.

mineralisation means the presence of a mineral of economic interest in a rock.

m means meter.

Moz means million Troy ounces.

Mt means million metric tones.

Mtpa means million tonnes per annum.

NI 43-101 means the National Instrument 43-101—Standards of Disclosure for Mineral Projects of the Canadian Securities Administrators, as it may be amended from time to time.

open pit means mine workings for ores open to the surface, a pit; like a quarry for stone.

oz means Troy ounce (used for precious metals).

pre-stripping means removal of over burden.

Probable Reserves means the economically mineable part of an indicated, and in some circumstances, a Measured Mineral Resource. It includes diluting materials and allowances for losses which may occur when the material is mined. Appropriate assessments and studies have been carried out, and include consideration of and modification by realistically assumed mining, metallurgical, economic, marketing, legal, environmental, social and governmental factors. These assessments demonstrate at the time of reporting that extraction could reasonably be justified.

Proven Reserves means the economically mineable part of a Measured Mineral Resource. It includes diluting materials and allowances for losses which may occur when the material is mined. Appropriate assessments and studies have been carried out, and include consideration of and modification by realistically assumed mining, metallurgical, economic, marketing, legal, environmental, social and

governmental factors. These assessments demonstrate at the time of reporting that extraction could reasonably be justified.

RC drill means reverse circulation drilling powered by compressed air.

strike means the bearing of a horizontal line in a planar geological feature.

sulphide means a mineral compound in which one or more metals are found in combination with sulphur.

t means metric tonne (1000 kg).

tailings means finely ground effluent rock waste from an ore treatment plant, which is in aqueous suspension when it leaves the plant and the effluent is pumped to large containments where the treatment water is recovered, and the tailings dry out.

vein means the sheet-like body of minerals formed by fracture filling or replacement of host rock.

10.3 Conversions

1 ounce Troy = 31.103477 g.

10.4 Interpretation

In this Scheme Booklet (other than the Annexures):

• (a) All dates and times are in Perth, Western Australia, Australia time unless otherwise indicated.
• (b) Words and phrases not otherwise defined in this Scheme Booklet have the meanings given to them under the Corporations Act.
• (c) The singular includes the plural and vice versa. A reference to a person includes a reference to a corporation.
• (d) Headings are for ease of reference only, and do not affect the interpretation of this Scheme Booklet.
• (e) A reference to a section is to a section in this Scheme Booklet unless stated otherwise.

Corporate Directory

DIRECTORS	Mr Josef El-Raghy Mr Harry Michael Mr Trevor Schultz Mr Gordon Edward Haslam Mr Mark Bankes Mr Mark Arnesen Professor G. Robert Bowker
COMPANY SECRETARY	Mr Christopher Aujard / Mrs Heidi Brown
REGISTERED OFFICE	57 Kishorn Road Mount Pleasant Western Australia 6153 Australia
INVESTOR RELATIONS	Ms Katharine Sutton katharine.sutton@centamin.com
AUDITORS	Deloitte Touche Tohmatsu Level 14, Woodside Plaza 240 St Georges Terrace Perth Western Australia 6000 Australia
SPONSOR AND FINANCIAL ADVISOR	RBC Europe Limited, trading as RBC Capital Markets Riverbank House 2 Swan Lane London EC4R 3BF United Kingdom
LEGAL ADVISORS	Australia Blake Dawson 225 George Street Sydney New South Wales 2000
	United Kingdom Charles Russell LLP 5 Fleet Place London EC4M 7RD
	Canada Blake, Cassels & Graydon LLP 199 Bay Street Suite 4000, Commerce Court West Toronto ON M5L 1A9
	Jersey Ogier Legal Jersey Ogier House The Esplanade St Helier Jersey JE4 9WG Channel Islands
	Egypt Sharkawy & Sarhan Law Firm 2 Metwaly El Sharawy St Sheraton Heliopolis, Cairo

SHARE REGISTRY	Australia Computershare Investor Services Pty Ltd Level 2, 45 St Georges Terrace Perth Western Australia 6000
	United Kingdom Computershare Investor Services PLC The Pavilions, Bridgwater Road Bristol BS99 6ZY
	Canada Computershare Investor Services Inc 9th Floor, 100 University Avenue Toronto Ontario ONM5J 2Y1
LONDON STOCK EXCHANGE CODE	CEY
TSX CODE	CEE

Annexure A

IMPLEMENTATION AGREEMENT

Implementation Agreement

Centamin Egypt Limited ABN 86 007 700 352

Centamin plc Company Number 109180

Level 36, Grosvenor Place 225 George Street Sydney NSW 2000 Australia T 61 2 9258 6000 F 61 2 9258 6999

Reference 02 2036 2957 ©Blake Dawson 2011

Contents

1.		INTERPRETATION	2
	1.1 1.2 1.3	Definitions Rules for interpreting this document Non Business Days	2 7 8
2.		AGREEMENT TO PROPOSE SCHEME	8
3.		CONDITIONS PRECEDENT	8
	3.1 3.2 3.3 3.4	Conditions Precedent Benefit and waiver of Conditions Status of Conditions Certificates	8 9 10 10
4.		SCHEME OF ARRANGEMENT	10
	4.1 4.2 4.3	Implementation steps Ineligible Foreign Shareholders Joint holders	10 11 11
5.		IMPLEMENTATION OF THE SCHEME	12
	5.1 5.2	Obligations of the Company Obligations of New Centamin	12 13
6.		REPRESENTATIONS AND WARRANTIES	14
7.		TERMINATION	15
	7.1 7.2 7.3	Termination for breach No-fault termination Effect of termination	15 15 15
8.	NOTICES		15
	8.1 8.2 8.3	How to give a notice When a notice is given Address for notices	15 16 16
9.	GST		16
10.		AMENDMENT AND ASSIGNMENT	17
	10.1 10.2	Amendment Assignment	17 17
11.	GENERAL		17
	11.1 11.2 11.3 11.4 11.5 11.6 11.7	Governing law Liability for expenses Waiver of rights and variation Operation of this document Giving effect to documents No merger Inconsistency with other documents	17 17 17 18 18 18 18

11.8 Counterparts 18

Annexure

• A SCHEME OF ARRANGEMENT
• B DEED POLL
• C INDICATIVE TIMETABLE

OPERATIVE PROVISIONS

1. INTERPRETATION

1.1 Definitions

The following definitions apply in this document.

Admission and Disclosure Standards means the Admission and Disclosure Standards of the LSE, as revised from time to time.

ASIC means the Australian Securities and Investments Commission.

ASIC Policy means the regulatory policies, including Regulatory Guides issued by ASIC setting out its policy in relation to the interpretation and enforcement of relevant Corporations Act provisions, as in force at the date of this document.

ASIC Relief means the modifications to or exemptions from applicable law, rules, policies and regulations which the Company and New Centamin may agree are necessary or desirable in connection with the Scheme.

Articles means the draft memorandum and articles of association proposed to be adopted by New Centamin.

Authority means:

• (a) any government or governmental, semi-governmental or local authority and any department, office, minister, commission, board or delegate or agency of any such government or authority;
• (b) any judicial or administrative entity or authority; and
• (c) any other authority, commission, board agency or other entity established or having power under statute or the listing rules of any recognised exchange.

Board means the board of directors of the Company.

Business Day means a day on which trading banks are open for business in Perth, Australia, but does not include a Saturday, Sunday or any public holiday in Perth.

Canadian Shareholders means those Eligible Scheme Participants who are resident in Canada.

Certificated Shareholder means a Shareholder recorded on the Register as holding their Shares in certificated form.

Close of Register means 7.00 pm on the Record Date.

Conditions Precedent means the conditions precedent in clause 3.1.

Corporations Act means the Corporations Act 2001 (Cth).

Corporations Regulations means the Corporations Regulations 2001 (Cth).

Court means the Supreme Court of Western Australia or any other court of competent jurisdiction under the Corporations Act.

Court Orders means the orders pursuant to Section 411(4)(b) of the Corporations Act in relation to the Scheme.

CREST means the computerised settlement system to facilitate the transfer of title to or interests in securities in uncertificated form, operated by Euroclear UK & Ireland Limited.

CREST Regulations mean the Uncertificated Securities Regulations 2001 (UK) or the Companies (Uncertificated Securities) (Jersey ) Order 1999 (UK).

Custodian means the custodian appointed to hold Shares deposited pursuant to the DI Deed, being Computershare Company Nominees Limited.

Deed Poll means the deed poll in the form of Annexure B (or in such other form as is agreed between the parties to this document).

Depositary means Computershare Investor Services PLC.

Depositary Interests means a security:

• (a) issued under the DI Deed and the CREST Regulations;
• (b) created under UK law and as such capable of settlement on the LSE utilising the CREST system;
• (c) held in uncertificated form;
• (d) title to which is established by entry in the Depositary Interest Register;
• (e) evidencing the holder's underlying interest in one Share, which is registered on the Register in the name of the Depositary or Custodian and held by the Depositary (itself or through the Custodian) as bare trustee for the holder of the Depositary Interest, on the terms set out in the DI Deed; or
• (f) entitling the holder to the benefit of all the rights and entitlements received.

Depositary Interest Register means the register of holders of Depositary Interests.

DI Cancellation Date means the date on which the DIs are withdrawn from CREST under the DI Deed which will occur prior to the Close of Registers on the Record Date.

DI Deed means the deed poll executed by the Depositary on 18 September 2003 relating to the Depositary Interests.

DI Holders means Shareholders who hold Depositary Interests issued with respect to Shares.

Effective means the coming into effect, pursuant to section 411(10) of the Corporations Act, of the Court Orders.

Effective Date means the date on which the Scheme becomes Effective.

EGM means the extraordinary general meeting of Shareholders to be held at convened after the Scheme Meeting pursuant to the EGM Notice.

EGM Notice means the notice of meeting for the EGM that is set out as Annexure F of the Scheme Booklet.

Eligible Scheme Participant means a Scheme Participant who is not an Ineligible Foreign Shareholder.

End Date means 31 January 2012, or such later date as the parties may agree in writing.

FATA means the Foreign Acquisitions and Takeovers Act 1975 (Cth).

FIRB Approval means the first to occur of:

• (a) written notification by the Treasurer of the Commonwealth of Australia or his delegate under FATA that the Commonwealth Government has no objection under the Federal Government's foreign investment policy or under FATA to New Centamin acquiring all the Shares under the Scheme; or
• (b) the Treasurer ceasing to be entitled to make an order under Part II of FATA in respect of New Centamin acquiring all the Shares under the Scheme.

FSA means the Financial Services Authority of the United Kingdom.

Governmental Agency means any government or governmental, semi-governmental, administrative, fiscal, regulatory or judicial entity or authority. It also includes a selfregulatory organisation established under a statute or stock exchange.

GST means goods and services tax or similar value added tax levied or imposed in Australia under the GST Law or otherwise on a supply.

GST Law has the same meaning given to that expression in A New Tax System (Goods and Services Tax) Act 1999 (Cth).

Implementation Date means the seven days immediately following the Record Date.

Independent Expert means Deloitte Corporate Finance Pty Ltd.

Independent Expert's Report means the report to be provided by the Independent Expert in accordance with the Corporations Regulations.

Ineligible Foreign Shareholder means a Shareholder whose name is recorded as the legal holder of Shares on the Register as at the Record Date and whose address is recorded on the Register as a place outside Australia, New Zealand, Canada, the United Kingdom, the United States, Jersey, Egypt or Ireland, unless New Centamin is satisfied, before the Record Date and without being obliged to conduct any investigations into the matter, that such Shareholder lawfully can be issued New Centamin Shares pursuant to the Scheme.

Jersey Companies Law means the Companies (Jersey) Law 1991 (as amended).

LFS Plans mean the employee loan funded share plan approved by Shareholders at the Company's general meeting held on 15 February 2011 and the executive director loan funded share plan approved by Shareholders at the Company's general meeting held on 15 February 2011.

LFS EGM Resolutions means resolutions 2 to 5 that are to be voted upon by Shareholders at the EGM, as set out in the EGM Notice.

LSE means the London Stock Exchange plc.

Main Market means the market operated by the LSE.

New Centamin Employee LFS Plan means the New Centamin employee loan funded share plan, the adoption of which by New Centamin is to be voted on by Shareholders at the EGM.

New Centamin ESOP means the New Centamin employee share option plan, the adoption of which by New Centamin is to be voted on by Shareholders at the EGM. New Centamin Executive Director LFS Plan means the New Centamin executive director loan funded share plan, the adoption of which by New Centamin is to be voted on by Shareholders at the EGM.

New Centamin Incentive Plans mean the New Centamin Employee Share Option Plan, the New Centamin Executive Director LFS Plan and the New Centamin Employee LFS Plan.

New Centamin Share means a fully paid ordinary share in the capital of New Centamin.

New Centamin Option means an option to subscribe for a New Centamin Share.

Nominee means the nominee selected by New Centamin prior to the Implementation Date to sell the New Centamin Shares that are attributable to Ineligible Foreign Shareholders under the terms of the Scheme.

Official List means the official list of the UK Listing Authority.

Option means an option to subscribe for a Share on issue.

Option Deed means the deed to be executed by the Company and:

• (a) any Optionholders that will hold options as at the Second Court Date, pursuant to which those Optionholder will agree to the cancellation of their Options in exchange for New Centamin Options on the terms of the deed; and
• (b) New Centamin under which New Centamin agrees to issue New Centamin Options on the cancellation of Options.

Optionholder means the holder of Options.

Proceeds means, in respect of the sale of New Centamin Shares by the Nominee, the proceeds of sale after deduction of any applicable brokerage and other selling costs, taxes and charges.

Record Date means the third Business Day following the date on which the Scheme becomes Effective, or such earlier date as the parties may agree in writing.

Register means the register of Shareholders and Registry has a corresponding meaning.

Relevant Instrument means, with respect to any person:

• (a) the certificate of incorporation, the constitution, the by-laws or other charter documents of that person;
• (b) any agreement, note, bond, security interest, indenture, deed of trust, contract, undertaking, ease or other instrument or obligation to which that person is a party or by which its assets are bound or affected;
• (c) any authorisation, licence, permit or authority that is granted to, or entered into by, that person and that is material in the context that it is granted or entered into; or
• (d) any writ, order, decree, injunction, judgment, law, statute, rule or regulation applicable to that person or its assets, or by which it or they are bound or affected.

Required Consents means the consent, approval, permission or waiver of any third party (including any Governmental Agency) which, whether pursuant to a Relevant Instrument or otherwise, is required in connection with, or as a result of, the proposal or implementation of the Reincorporation in order to avoid:

• (a) a material breach, material violation or material default occurring under a Relevant Instrument applicable to any party or any of its associates;
• (b) any other person becoming entitled to terminate, withdraw, accelerate or call for a material default under a Relevant Instrument applicable to any party or any of its associates;
• (c) any other person becoming entitled to amend the terms of a Relevant Instrument in a way which would materially adversely affect any party or any of its associates, or which enables that other person to acquire any other right which would materially adversely affect any party or any of its associates; or
• (d) the creation of any security interest upon any of the assets or properties of any party or any of its associates.

Requisite Majorities means, in relation to the Scheme Meeting:

• (a) unless the Court orders otherwise, a majority in number of the Shareholders present and voting on the resolution at the meeting either in person or by proxy, attorney or (in the case of corporate shareholders) a body corporate representative; and
• (b) at least 75% of the total number of votes cast by Shareholders on the resolution either in person or by proxy, attorney or (in the case of corporate shareholders) a body corporate representative.

Scheme means the proposed scheme of arrangement under Part 5.1 of the Corporations Act between the Company and the Scheme Participants in the form of Annexure A, subject to any alterations or conditions made or required by the Court under section 411(6) of the Corporations Act.

Scheme Booklet means the document to be prepared by the Company in respect of the Scheme and distributed to Shareholders containing, among other things, the explanatory statement (as required by Part 5.1 relating to the Scheme), the Scheme, the Deed Poll, this document and notices of meeting relating to the Scheme and other related information (including supplemental information).

Scheme Consideration means the consideration to be provided by New Centamin under section 3 of the Scheme, as covenanted in the Deed Poll.

Scheme Meeting means the meeting of shareholders to be convened by the Court in relation to the Scheme pursuant to section 411(1) of the Corporations Act.

Scheme Participant means each person who is a Shareholder as at the Close of Registers on the Record Date.

Scheme Share means each of the Shares on issue on the Record Date.

Second Court Date means the first day on which an application made to the Court for an order pursuant to section 411(4)(b) of the Corporations Act approving the Scheme is heard.

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means each person who is registered in the Register as a holder of Shares.

Subscriber Shares means the ten New Centamin Shares issued to effect incorporation of New Centamin.

Timetable means the indicative timetable set out in Annexure C.

TSX means the Toronto Stock Exchange.

UK means the United Kingdom.

UK Listing Authority means the FSA acting as the competent authority under Part VI of the Financial Services and Markets Act 2000 (UK).

UK Listing Rules means the listing rules published by the FSA under Part VI of the Financial services and Markets Act 2000 (UK).

1.2 Rules for interpreting this document

Headings are for convenience only, and do not affect interpretation. The following rules also apply in interpreting this document, except where the context makes it clear that a rule is not intended to apply.

• (a) A reference to:
• (i) a legislative provision or legislation (including subordinate legislation) is to that provision or legislation as amended, re–enacted or replaced, and includes any subordinate legislation issued under it;
• (ii) a document (including this document) or agreement, or a provision of a document (including this document) or agreement, is to that document, agreement or provision as amended, supplemented, replaced or novated;
• (iii) a party to this document or to any other document or agreement includes a successor in title, permitted substitute or a permitted assign of that party;
• (iv) a person includes any type of entity or body of persons, whether or not it is incorporated or has a separate legal identity, and any executor, administrator or successor in law of the person; and
• (v) anything (including a right, obligation or concept) includes each part of it.
• (b) A singular word includes the plural, and vice versa.
• (c) A word which suggests one gender includes the other genders.
• (d) If a word or phrase is defined, any other grammatical form of that word or phrase has a corresponding meaning.
• (e) If an example is given of anything (including a right, obligation or concept), such as by saying it includes something else, the example does not limit the scope of that thing.
• (f) A reference to information is to information of any kind in any form or medium, whether formal or informal, written or unwritten, for example, computer software or programs, concepts, data, drawings, ideas, knowledge, procedures, source codes or object codes, technology or trade secrets.
• (g) The word agreement includes an undertaking or other binding arrangement or understanding, whether or not in writing.
• (h) The expression this document includes the agreement, arrangement, understanding or transaction recorded in this document.

• (i) The expressions associate, entity, officer, subsidiary, holding company and related body corporate have the same meanings as in the Corporations Act.

• (j) All references to time in this document are references to the time in Perth, Australia.

• (k) A reference to dollars or \$ is to an amount in Australian currency.

1.3 Non Business Days

If the day on or by which a person must do something under this document is not a Business Day:

• (a) if the act involves a payment that is due on demand, the person must do it on or by the next Business Day; and
• (b) in any other case, the person must do it on or by the previous Business Day.

2. AGREEMENT TO PROPOSE SCHEME

• (a) The Company agrees to propose the Scheme to its Shareholders in accordance with Part 5.1 of the Corporations Act on the terms and conditions of this agreement.
• (b) New Centamin agrees to comply with its obligations under the Scheme and Deed Poll, and provide the Company with all assistance reasonably necessary to implement the Scheme.

3. CONDITIONS PRECEDENT

3.1 Conditions Precedent

The Scheme will not become Effective unless each of the following conditions is satisfied (or deemed to be satisfied) or waived in accordance with this agreement:

• (a) (FIRB Approval) FIRB Approval is obtained and that approval is not subject to any conditions (or only to those conditions that New Centamin considers to be acceptable);
• (b) (Regulatory Approvals) all approvals, relief, exemptions, modifications, waivers and consents by any Authority which the Company and New Centamin agree are reasonably necessary or desirable to implement the Scheme are obtained;
• (c) (LSE listing) either:
• (i) admission to the Official List of the New Centamin Shares to be issued in connection with the Scheme becoming effective in accordance with the UK Listing Rules and the admission of such New Centamin Shares to trading becoming effective in accordance with the Admission and Disclosure Standards; or
• (ii) if New Centamin and the Company so determine:
  • (A) the UK Listing Authority having acknowledged to New Centamin or its agent (and such acknowledgement not having been withdrawn) that the application for the admission of the New Centamin Shares to the Official List with a premium listing has been approved and (after satisfaction of any conditions to which such approval is expressed to be subject) will become effective as soon as a

dealing notice has been issued by the FSA and any listing conditions having been satisfied; and

• (B) the LSE having acknowledged to New Centamin or its agent (and such acknowledgement not having been withdrawn) that the New Centamin Shares will be admitted to trading;
• (d) (TSX listing) TSX approves for listing on the TSX the relevant New Centamin shares, subject only to the Scheme becoming Effective and such other conditions imposed by TSX as are acceptable to the Company and New Centamin;
• (e) (Depositary Interests) cancellation of the Depositary Interests immediately prior to Close of Registers in accordance with the DI Deed and re-materialisation of the underlying Shares deposited with the Custodian, so that the person registered as the holder of the Depositary Interest immediately prior to the re-materialisation is then recorded in the Share Register as the holder of the underlying Shares;
• (f) (Required Consents) before 8.00 am on the Second Court Date, all Required Consents that the Company and New Centamin agree are necessary to implement the Scheme, have been received without the imposition of any term or condition unsatisfactory to the parties acting reasonably;
• (g) (No restraints) as at 8.00 am on the Second Court Date, no temporary restraining order, preliminary or permanent injunction or other order by any court of competent jurisdiction, or any other legal restraint or prohibition from or by any Authority, is in existence that prevents the Reincorporation from being implemented;
• (h) (Nominee) before 8.00 am on the Second Court Date, New Centamin has appointed a Nominee, and the Nominee has agreed to sell the New Centamin Shares as contemplated by clause 4.2;
• (i) (LFS EGM Resolutions) the LFS EGM Resolutions are approved by Shareholders at the EGM;
• (j) (Independent Expert's Report) the Independent Expert's Report concludes that the Scheme is in the best interests of Scheme Participants;
• (k) (orders convening Meeting) the Court makes orders under section 411(1) of the Corporations Act convening the Scheme Meeting;
• (l) (Shareholder approval) the Scheme is approved by the requisite majorities of Shareholders in accordance with the Corporations Act; and
• (m) (Court Approval) the Court approves the Scheme in accordance with section 411(4)(b) of the Corporations Act,

3.2 Benefit and waiver of Conditions

• (a) Each of the Conditions is for the benefit of both the Company and New Centamin, and a breach or non-fulfilment of any of those Conditions can only be waived with the written consent of both parties specifying which Condition is waived.
• (b) Subject to clause 3.2(a), a party entitled to waive a Condition may do so in its absolute discretion.
• (c) Each party must use its best endeavours to procure that each of the Condition for which that party is responsible is satisfied to allow the Scheme to be considered by the Court on the Second Court Date, or, in any event, no later than the End Date.

3.3 Status of Conditions

Each party must:

• (a) co-operate with the other in satisfying the Conditions, and keep the other informed of the status of each of the Conditions for which it is responsible; and
• (b) promptly give notice to the other if it becomes aware that any Condition has not been satisfied or has failed, or if there is any event which will or is reasonably likely to prevent that Condition from being satisfied.

3.4 Certificates

Each of the parties must provide to the Court on the Second Court Date a certificate confirming whether or not all Conditions other than the Condition in clause 3.1(m) have been satisfied or waived.

4. SCHEME OF ARRANGEMENT

4.1 Implementation steps

Subject to clause 3.1, on the Implementation Date, the Scheme will be implemented as follows:

• (a) on the Implementation Date (or before the Implementation Date but subject to the provision of the Scheme Consideration under clause 3.3(a) of the Scheme), all the Scheme Shares, together with all rights and entitlements attaching to those Scheme Shares as at the Implementation Date, will be transferred to New Centamin by order of the Court; and
• (b) New Centamin will provide the Scheme Consideration to each Eligible Scheme Participant by:
• (i) issuing and allotting the number of New Centamin Shares to each Eligible Scheme Participant that the Eligible Scheme Participant is entitled to as Scheme Consideration for each Scheme Share held by them in accordance with the terms of the Scheme;
• (ii) entering in the New Centamin register of members the name of each Eligible Scheme Participant, in relation to all the New Centamin Shares issued to each Eligible Scheme Participant as Scheme Consideration in accordance with the Scheme;
• (iii) issuing the holders of the Subscriber Shares five less New Centamin Shares each (so that after Implementation the holders of the Subscriber Shares hold the same number of New Centamin Shares as they held in the Company; and
• (iv) following the Implementation Date, or in the case of Canadian Shareholders when a duly completed letter of transmittal is received, dispatching to each Eligible Scheme Participant (or the person noted in the letter of transmittal), by pre-paid mail to the address of the Eligible Scheme Participant as recorded in the Register at the Record Date (or the address noted in the letter of transmittal), a certificate in the name of that Eligible Scheme Participant (or the person noted in the letter of transmittal), representing the number of New Centamin Shares issued to that Eligible Scheme Participant in accordance with the Scheme. Where such Eligible Scheme Participant holds their Scheme Shares through Depositary

Interests then their CREST account will be credited with the number of New Centamin Shares issued to them in accordance with the Scheme.

4.2 Ineligible Foreign Shareholders

• (a) New Centamin will be under no obligation under the Scheme to issue, and will not issue, any New Centamin Shares to an Ineligible Foreign Shareholder, and instead will use its best endeavours to procure that:
• (i) all the New Centamin Shares that would be required to be issued to any Ineligible Foreign Shareholder under the Scheme if they were an Eligible Scheme Participant will be issued to the Nominee;
• (ii) as soon as reasonably practicable after the Implementation Date, the Nominee sells on the premium segment of the Main Market of the LSE all of the New Centamin Shares issued to the Nominee pursuant to clause 4.2(a)(i) in such manner, at such price and on such other terms as the Nominee determines in good faith (and at the risk of the Ineligible Foreign Shareholder); and
• (iii) promptly after the last sale of New Centamin Shares by the Nominee, the payment to each Ineligible Foreign Shareholder of such fraction of the proceeds of sale after deduction of any applicable brokerage and other selling costs, taxes and charges (Proceeds) as is equal to the number of New Centamin Shares which would have been issued to that Ineligible Foreign Shareholder if they were an Eligible Scheme Participant, divided by the total number of New Centamin Shares issued to the Nominee under clause 4.2(a)(i)Error! Reference source not found.,

in full satisfaction of New Centamin's obligations to that Ineligible Foreign Shareholder under the Scheme in respect of the Scheme Consideration.

• (b) New Centamin will procure the payment of the relevant fraction of the Proceeds to each Ineligible Foreign Shareholder by either:
• (i) dispatching, or procuring the dispatch, to that Ineligible Foreign Shareholder by prepaid post to that Ineligible Foreign Shareholder's address as shown in the Register at the Record Date, a cheque in the name of that Ineligible Foreign Shareholder; or
• (ii) making a deposit in an account notified by that Ineligible Foreign Shareholder to the Company and recorded in or for the purposes of the Register at the Record Date,

for the relevant amount.

(c) Each Ineligible Foreign Shareholder appoints the Company as its agent to receive on its behalf any financial services guide or other notices (including any updates of those documents) that the Nominee is required to provide to Ineligible Foreign Shareholders.

4.3 Joint holders

In the case of Scheme Shares held in joint names:

(a) any cheque required to be paid to Scheme Participants will be payable to the joint holders; and

(b) any uncertificated holding statement or notices for New Centamin Shares will be issued to Scheme Participants in the names of the joint holders,

and will be forwarded to the holder whose name first appears in the Register at the Record Date.

5. IMPLEMENTATION OF THE SCHEME

5.1 Obligations of the Company

The Company must take all necessary steps to propose and implement the Scheme in accordance with the Timetable, including taking each of the following steps:

• (a) (Scheme Booklet) prepare and send to Scheme Participants a Scheme Booklet which:
• (i) complies with:
  • (A) all applicable Australian laws and applicable ASIC Policy; and
  • (B) all applicable securities laws in the jurisdictions in which Shares are traded or in which New Centamin Shares will be offered;
• (ii) includes the Independent Expert's Report, the Scheme, Notices of Meeting and Proxy Forms;
• (iii) unless the Independent Expert does not conclude that the Scheme is in the best interests of Scheme Participants, includes a statement that the Board unanimously recommends that all Scheme Participants vote in favour of the Scheme; and
• (iv) is updated by all such further or new information which may arise after the Scheme Booklet has been despatched until the date of the Scheme Meeting which is necessary to ensure that the Scheme Booklet is not misleading or deceptive in any material respect (whether by omission or otherwise).
• (b) (registration with ASIC) request ASIC to register the explanatory statement included in the Scheme Booklet in relation to the Scheme in accordance with section 412(6) of the Corporations Act;
• (c) (Court direction) apply to the Court for orders under section 411(1) of the Corporations Act directing the Company to convene the Scheme Meeting;
• (d) (convene Scheme Meeting) promptly convene the Scheme Meeting in accordance with the Court order referred to in clause 5.1(c), provided that if this document is terminated under clause 7, the Company will take all steps reasonably required to ensure the Scheme Meeting is not held;
• (e) (Options) use all reasonable endeavours to procure that, prior to the Second Court Hearing Date, all Optionholders execute an Option Deed in respect of their Options and the Options are cancelled;

• (f) (section 411(17)(b) statement) if Shareholders approve the Scheme at the Scheme Meeting, apply to ASIC for a statement pursuant to section 411(17)(b) of the Corporations Act stating that ASIC has no objection to the Scheme;

• (g) (Court approval) as soon as practicable after Shareholders have approved the Scheme at the Scheme Meeting, apply to the Court for the Court Orders;

• (h) (lodge copy of Court Orders) lodge with ASIC an office copy of the Court Orders;
• (i) (Record Date) close the Register as at the Record Date and determine entitlements to the Scheme Consideration in accordance with the Scheme;
• (j) (transfer of Shares) on the Implementation Date (or before the Implementation Date but subject to the provision of the Scheme Consideration under clause .3.3(a) of the Scheme), register the transfer of Shares to New Centamin in accordance with the Scheme; and
• (k) (listing on the LSE's Main Market and the TSX) seek confirmation and ensure that New Centamin Shares are
• (i) admitted to the premium segment of the Official List and admission to trading on the LSE's Main Market; and
• (ii) accepted for listing on the TSX.

5.2 Obligations of New Centamin

New Centamin must take all necessary steps within its power to implement the Scheme in accordance with the Timetable, including taking each of the following steps:

• (a) (Deed Poll) prior to the despatch of the Scheme Booklet, execute the Deed Poll;
• (b) (Option Offers) execute the Option Deed and comply with the obligations contained therein;
• (c) (Issue of New Centamin Shares) on the Implementation Date, allot one New Centamin Share, credited as fully paid, for every Scheme Share held by each Scheme Participant and issue those New Centamin Shares:
• (i) in respect of each Eligible Scheme Participant to that Eligible Scheme Participant (save and except for a Canadian Shareholder who must first return a duly completed letter of transmittal); and
• (ii) in respect of each Ineligible Foreign Shareholder to the Nominee (who will sell those New Centamin Shares in accordance with the Scheme);
• (d) (Nominee sale) procure the Nominee to comply with its obligations under the Scheme for the benefit of the Ineligible Foreign Shareholders;
• (e) (LSE listing) apply to the FSA and the LSE for, respectively, admission to the premium segment of the Official List and take all steps reasonable necessary to ensure that the New Centamin Shares are admission to trading on the LSE's Main Market;
• (f) (TSX Listing) apply for the listing of New Centamin Shares on the TSX and take all steps reasonably necessary to ensure that the relevant New Centamin Shares are granted official quotation by the TSX as soon as possible following their allotment and issue;

• (g) (Subscriber Shares) on the Implementation Date, ensuring that the holders of the Subscriber Shares receive five less New Centamin Shares each upon the Scheme Consideration being issued;

• (h) (Entry on New Centamin register) after the Implementation Date or in the case of Canadian Shareholders when a duly completed letter of transmittal is received, enter the names and addresses of each holder of New Centamin Shares, issued in accordance with the terms of the Schemes into the register of New Centamin;

• (i) (New Centamin Share certificates) after the Implementation Date or in the case of Canadian Shareholders when a duly completed letter of transmittal is received, mail to the allottees any certificates to be issued for New Centamin Shares to Eligible Scheme Participants (or the person noted in the letter of transmittal) by post. Where such Eligible Scheme Participant holds their Scheme Shares through Depositary Interests then their CREST account will be credited with the number of New Centamin Shares issued to them in accordance with the Scheme;
• (j) (Removal of the Company from official lists) if the Scheme become Effective, procure that the Company's Shares are delisted from the TSX and the Main Market of the LSE in accordance with the requirements of the TSX and LSE;
• (k) (Adopt the New Centamin Incentive Plans) if the Scheme becomes Effective, procure that the New Centamin shareholders vote on the adoption by New Centamin of the New Centamin Incentive Plans;
• (l) (LFS Plans) if the Scheme becomes Effective, agree to issue New Centamin Shares under the rules of the LFS Plans as amended in accordance with resolutions 2 and 3 to be voted upon at the EGM;
• (m) (Articles) prior to the Implementation Date, New Centamin will adopt the Articles substantially in the form of the draft of the Articles held at the Company's offices as at the date of this document or such other form as may be agreed between the Company and New Centamin.

6. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants to the other that, except as disclosed in writing prior to execution of this agreement:

• (a) it is a validly existing corporation registered under the laws of its place of incorporation;
• (b) the execution and delivery of this agreement by it has been properly authorised by all necessary corporate action, and it has full corporate power and lawful authority to execute and deliver this agreement and to perform or cause to be performed its obligations under this agreement;
• (c) subject to laws generally affecting creditors' rights and the principles of equity, this agreement constitutes legal, valid and binding obligations on it, and execution and performance of this agreement will not result in a breach of or default under its constitution or other formation documents, any agreement or deed, any writ, order or injunction or any rule or regulation to which it or any of its subsidiaries is a party, or by which it or they are bound (except for such breaches or defaults as would not have a material adverse effect on the consolidated financial position of it) or require that it obtain any consent, approval, authorisation or permit from any Governmental Agency, except for the Regulatory Approvals and consents under commercial agreements with Governmental Agencies;
• (d) all information provided by it to the Independent Expert will be provided in good faith and on the understanding that the Independent Expert will rely on such information for the purposes of producing its report for the Scheme Booklet; and

(e) all information provided by it for inclusion in the Scheme Booklet will be included in good faith, and will be complete, accurate and not misleading or deceptive in any material respect (whether by omission or otherwise).

7. TERMINATION

7.1 Termination for breach

This agreement may be terminated at any time prior to 8.00 am on the Second Court Date by either party if:

• (a) the other party is in material breach of any clause of this agreement before the Second Court Date;
• (b) the non-defaulting party has given notice to the other party specifying the breach and stating an intention to terminate this agreement; and
• (c) the breach has not been remedied within five Business Days (or any shorter period ending at 5.00 pm on the last Business Day before the Second Court Date) from the date a notice under this clause is given.

7.2 No-fault termination

This agreement may be terminated by either party by written notice to the other party if the Scheme has not become Effective on or before the End Date, and may also be terminated at any time prior to 8.00 am on the Second Court Date by either party if:

• (a) the resolution submitted to the Scheme Meeting is not approved by the Requisite Majorities;
• (b) the Court refuses to make orders convening the Scheme Meeting or approving the Scheme, and an appeal (if any) from such Court decision fails;
• (c) the Court or other Governmental Agency has issued an order, decree or ruling or taken other action which permanently restrains or prohibits the Scheme;
• (d) any of the Conditions Precedent is not satisfied and has not been duly waived; or
• (e) the Independent Expert opines that the Scheme is not in the best interest of the Scheme Participants.

7.3 Effect of termination

Termination of this agreement does not affect any accrued rights arising from a breach of this agreement prior to termination.

8. NOTICES

8.1 How to give a notice

A notice, consent or other communication under this document is only effective if it is:

• (a) in writing, signed by or on behalf of the person giving it;
• (b) addressed to the person to whom it is to be given; and

• (c) either:

• (i) delivered or sent by pre–paid mail (by airmail, if the addressee is Foreign) to that person's address;

• (ii) sent by fax to that person's fax number and the machine from which it is sent produces a report that states that it was sent in full.

8.2 When a notice is given

A notice, consent or other communication that complies with this clause is regarded as given and received:

• (a) if it is delivered or sent by fax:
• (i) by 5.00 pm (local time in the place of receipt) on a Business Day on that day; or
• (ii) after 5.00 pm (local time in the place of receipt) on a Business Day, or on a day that is not a Business Day – on the next Business Day;
• (b) if it is sent by mail:
• (i) within Australia three Business Days after posting; or
• (ii) to or from a place outside Australia seven Business Days after posting.

8.3 Address for notices

A person's address and fax number are those set out below, or as the person notifies the sender:

The Company

Address:	Centamin Egypt Limited
	57 Kishorn Road
	Mount Pleasant WA 6153
	Australia
Fax number:	(618) 9316 2650
Attention:	Company Secretary

New Centamin

Address:	Centamin plc
	Ogier House
	The Esplanade
	St Helier
	Jersey JE4 9WG
Fax number:	+44 (0) 1534 504444
Attention:	Sean Inggs

9. GST

• (a) Unless expressly included, the consideration for any supply under or in connection with this agreement does not include GST.
• (b) If any supply made by one party to another party (Recipient) under or in connection with this agreement is a taxable supply for which a tax invoice has been provided to the Recipient, then the Recipient must pay, in addition to the consideration to be provided under this agreement, for that supply (unless it expressly includes GST) an amount equal to the amount of that consideration (or

its GST exclusive market value) multiplied by the rate at which GST is imposed in respect of the supply.

(c) The amount of GST payable in accordance with this clause 10 will be paid at the same time and in the same manner as the consideration otherwise payable for the supply is provided.

10. AMENDMENT AND ASSIGNMENT

10.1 Amendment

This document can only be amended or replaced by another document executed by the parties.

10.2 Assignment

A party may only assign, encumber, declare a trust over or otherwise deal with its rights under this document with the written consent of each other party.

11. GENERAL

11.1 Governing law

• (a) This document is governed by the laws of the State of Western Australia.
• (b) Each party submits to the non-exclusive jurisdiction of the courts of that State and of any court that may hear appeals from any of those courts, for any proceedings in connection with this document.
• (c) New Centamin appoints Blake Dawson of Level 36, Grosvenor Place, 225 George Street, Sydney NSW 2000 as its agent to receive service of process for any proceedings in connection with this document. New Centamin undertakes to maintain this appointment until two months after the Scheme has become Effective or this document has been terminated (whichever occurs sooner), and agrees that any such process served on Blake Dawson is taken to be served on it.

11.2 Liability for expenses

• (a) New Centamin must pay for all stamp duty payable on this document or any instrument or transaction contemplated in or necessary to give effect to this document.
• (b) Subject to clause 11.2, each party must pay its own expenses incurred in negotiating, executing and registering this document.

11.3 Waiver of rights and variation

A right may only be waived in writing, signed by the party giving the waiver, and:

• (a) no other conduct of a party (including a failure to exercise, or delay in exercising, the right) operates as a waiver of the right or otherwise prevents the exercise of the right;
• (b) a waiver of a right on one or more occasions does not operate as a waiver of that right if it arises again; and

(c) the exercise of a right does not prevent any further exercise of that right or of any other right.

11.4 Operation of this document

• (a) Any right that a person may have under this document is in addition to, and does not replace or limit, any other right that the person may have.
• (b) Any provision of this document which is unenforceable or partly unenforceable is, where possible, to be severed to the extent necessary to make this document enforceable, unless this would materially change the intended effect of this document.

11.5 Giving effect to documents

Each party must do anything (including execute any document), and must ensure that its employees and agents do anything (including execute any document), that any other party may reasonably require to give full effect to this document.

11.6 No merger

No provisions of this document merge on Implementation.

11.7 Inconsistency with other documents

If this document is inconsistent with any other document or agreement between the parties, this document prevails to the extent of the inconsistency.

11.8 Counterparts

This document may be executed in counterparts.

EXECUTED as an agreement.

Each person who executes this document on behalf of a party under a power of attorney declares that he or she is not aware of any fact or circumstance that might affect his or her authority to do so under that power of attorney.

EXECUTED by CENTAMIN EGYPT LIMITED:

'

Signature of d1rector

&i9~/ c~any secretary

Name

Name

EXECUTED by CENTAMIN PLC by its duly authorised officer, in the presence of:

Authorised signatory

Signature of witness

Name

Witness name, address and occupation

EXECUTED as an agreement.

Each person who executes this document on behalf of a party under a power of attorney declares that he or she is not aware of any fact or circumstance that might affect his or her authority to do so under that power of attorney.

EXECUTED by CENTAMIN EGYPT LIMITED:

Signature of director		Signature of director / company secretary
Name	Name
EXECUTED by CENTAMIN PLC by its duly authorised officer, in the presence of:	Authorised signatory
	Thómas Amy Director	Jo Freeman Director
Signature of witness	Name
ALEMANORA NETHERCOTT-PARKES MONINISTRATOR, OGIER, JERSOY

Witness name, address and occupation

Implementation Agreement 19

Annexure A

SCHEME OF ARRANGEMENT

Annexure B

DEED POLL

Annexure C

INDICATIVE TIMETABLE

Event	Date
Lodge Scheme Booklet and Independent Expert's Report with ASIC for review	17 October 2011
First Court Hearing Date	8 November 2011
Despatch of Scheme Booklet	11 November 2011
Scheme Meeting held	12 December 2011
Second Court Hearing Date	19 December 2011
Lodge court order with ASIC (Effective Date)	20 December 2011
Record Date	23 December 2011
Implementation Date	30 December 2011

(This page has been left blank intentionally.)

Annexure B SCHEME OF ARRANGEMENT

Scheme of Arrangement

Centamin Egypt Limited ABN 86 007 700 352

The holders of ordinary fully paid shares issued by Centamin Egypt Limited ABN 86 007 700 352

Level 36, Grosvenor Place 225 George Street Sydney NSW 2000 Australia T 61 2 9258 6000 F 61 2 9258 6999

Reference 02-2036-2957 ©Blake Dawson 2011

Contents

1.	INTERPRETATION
	1.1 1.2 1.2	Definitions Rules for interpreting this document Non–Business Days	1 2 3
2.		SCHEME CONDITIONS PRECEDENT	3
	2.1 2.2 2.3 2.4 2.5	Scheme Conditions Precedent Satisfaction of Scheme Conditions Precedent Parties to provide certificate to Court Termination of the Implementation Agreement End Date	3 3 4 4 4
3.		THE SCHEME	4
	3.1 3.2 3.3 3.4 3.5 3.6 3.7 3.8 3.9 3.10 3.11 3.12	The Company to lodge orders with ASIC Scheme effective on Effective Date Implementation steps Provision of Scheme Consideration Issue of New Centamin Shares Ineligible Foreign Shareholders Joint holders Binding Instructions Status of New Centamin New Shares Trading of New Centamin Shares Power of attorney Appointment of sole proxy	4 4 4 5 5 5 6 6 6 7 7 7
4.		DEALINGS IN SHARES	8
	4.1 4.2 4.3 4.4 4.5 4.6 4.7 4.8 4.9	Determination of Scheme Shareholders What Share dealings are recognised? The Company to register transfer and transmission applications No dealings after Record Date The Company to maintain Register to determine entitlements Holding statements no effect from Record Date The Company to provide contact information for Scheme Participants Scheme Shares transferred free from encumbrance Each Scheme Participant warrants Scheme Shares free from encumbrance	8 8 8 8 8 8 9 9 9
5.		GENERAL PROVISIONS	9
	5.1 5.2 5.3 5.4 5.5 5.6 5.7	The Company giving effect to the Scheme Scheme Participants Alteration or conditions to the Scheme Scheme is binding Notices Costs and stamp duty Governing law	9 9 10 10 10 10 10

Scheme of Arrangement

DATE 2011

PARTIES

Centamin Egypt Limited ABN 86 007 700 352 (the Company)

Each holder of ordinary fully paid shares issued by the Company (Scheme Participant)

RECITALS

• A. The Company is a public company incorporated in South Australia and its Shares publicly traded on the Main Market of the LSE and on the TSX. As at the date of the Scheme Booklet, Centamin had on issue 1,095,297,381 Shares and 2,630,150 Options.
• B. Centamin plc is a public limited company incorporated under the laws of Jersey (New Centamin). As at the date of this document, New Centamin has ten Subscriber Shares on issue. Other than the ten Subscriber Shares, New Centamin has not issued any other shares and has not granted any options or other convertible securities.
• C. The Company proposes to the Shareholders a restructure of the Company by way of scheme of arrangement under Part 5.1 of the Corporations Act, whereby Centamin will become a wholly owned subsidiary of New Centamin, in accordance with the terms of this document.
• D. Under the Scheme, all the Shares in the Company will be transferred to New Centamin, in exchange for which New Centamin will issue New Centamin Shares to Eligible Scheme Participants and the Nominee (and the Nominee will be required to sell such New Centamin Shares and distribute the net proceeds to Ineligible Foreign Shareholders).
• E. The Company and New Centamin have entered into the Implementation Agreement, to facilitate the implementation of the Scheme. In particular, the Company and New Centamin have agreed that each of them will perform their respective obligations under the Scheme which relate to each of them respectively and to do everything within their power that is necessary to give full effect to the Scheme.
• F. New Centamin has executed the Deed Poll under which it covenants to provide the Scheme Consideration to each Scheme Participant in accordance with the terms of this document.

OPERATIVE PROVISIONS

1. INTERPRETATION

1.1 Definitions

Terms that are not defined in this document and that are defined in the Implementation Agreement have the same meaning in this document as given to the term in the Implementation Agreement, unless the context makes it clear that a definition is not intended to apply.

The following definitions apply in this document.

Deed Poll means the deed poll executed by New Centamin in favour of the Shareholders dated on or about the date of this document.

Implementation means the implementation of the Scheme, on it becoming effective under section 411(10).

Implementation Agreement means the Implementation Agreement dated on or about the date of this document between the Company and New Centamin relating to the implementation of the Scheme, as amended from time to time.

Options means options to subscribe for Shares.

Proceeds means, in respect of the sale of New Centamin Shares by the Nominee, the proceeds of sale after deduction of any applicable brokerage and other selling costs, taxes and charge.

Registered Address means, in relation to a Shareholder, the address of the shareholder shown in the Register.

Registrar means Computershare Investor Services Pty Ltd as the Australian Registry, Computershare Investor Services Inc, as the Canadian Registry and Computershare Investor Services PLC as the UK Registry.

Scheme Conditions Precedent means a condition precedent in clause 2.1 of this document.

Scheme Consideration means the consideration to which each Scheme Participant becomes entitled to under the Scheme.

Scheme Participant means each Shareholder at the Record Date, taking into account registration of all registrable transfers and transmission applications in accordance with clause 4.1.

Second Court Hearing means the hearing of the application for an order under section 411(4)(b) approving the Scheme.

1.2 Rules for interpreting this document

Headings are for convenience only, and do not affect interpretation. The following rules also apply in interpreting this document, except where the context makes it clear that a rule is not intended to apply.

• (a) A reference to:
• (i) a legislative provision or legislation (including subordinate legislation) is to that provision or legislation as amended, re–enacted or replaced, and includes any subordinate legislation issued under it;
• (ii) a document (including this document) or agreement, or a provision of a document (including this document) or agreement, is to that document, agreement or provision as amended, supplemented, replaced or novated;
• (iii) a party to this document or to any other document or agreement includes a permitted substitute or a permitted assign of that party;
• (iv) a person includes any type of entity or body of persons, whether or not it is incorporated or has a separate legal identity, and any executor, administrator or successor in law of the person; and

• (v) anything (including a right, obligation or concept) includes each part of it.

• (b) A singular word includes the plural, and vice versa.

• (c) A word which suggests one gender includes the other genders.
• (d) If a word or phrase is defined, any other grammatical form of that word or phrase has a corresponding meaning.
• (e) If an example is given of anything (including a right, obligation or concept), such as by saying it includes something else, the example does not limit the scope of that thing.
• (f) The word agreement includes an undertaking or other binding arrangement or understanding, whether or not in writing.
• (g) The expression this document includes the agreement, arrangement, understanding or transaction recorded in this document.
• (h) The words associate, entity, officer, subsidiary and related body corporate have the same meaning as in the Corporations Act.
• (i) All references to time in this document are references to the time in Perth, Australia.
• (j) A reference to dollars or \$ is to an amount in Australian currency.

1.2 Non–Business Days

If the day on or by which a person must do something under this document is not a Business Day:

• (a) if the act involves a payment that is due on demand, the person must do it on or by the next Business Day; and
• (b) in any other case, the person must do it on or by the previous Business Day.

2. SCHEME CONDITIONS PRECEDENT

2.1 Scheme Conditions Precedent

The Scheme is conditional on each of the following conditions:

• (a) all the conditions set out in clause 3.1 of the Implementation Agreement having been satisfied or waived in accordance with the terms of the Implementation Agreement, before the Implementation Date;
• (b) neither the Implementation Agreement nor the Deed Poll having been terminated prior to the Implementation Date;
• (c) the Court making orders under section 411(4)(b) of the Corporations Act approving the Scheme; and
• (d) an office copy of the Court orders approving the Scheme being lodged with ASIC under section 411(10) of the Corporations Act.

2.2 Satisfaction of Scheme Conditions Precedent

The satisfaction or waiver of each Scheme Condition Precedent in clause 2.1 is a condition precedent to the binding effect of the Scheme, with the intent that, unless and until all of those conditions are fulfilled, the Scheme will have no effect and will not be binding on the Shareholders.

2.3 Parties to provide certificate to Court

The Company must provide to the Court before or at the Second Court Hearing, a certificate or such other evidence as the Court requests, confirming whether or not the Conditions in clause 2.1(a) and 2.1(b) have been satisfied or waived as at 8.00am on the Second Court Date.

2.4 Termination of the Implementation Agreement

Without limiting any rights under the Implementation Agreement, in the event that the Implementation Agreement is terminated in accordance with its terms before 8.00am on the Second Court Date, the Company and New Centamin are each released from:

• (a) any further obligation to take steps to implement the Scheme; and
• (b) any liability with respect to the Scheme.

2.5 End Date

The Scheme will lapse and be of no further effect if the Effective Date has not occurred on or before the End Date.

3. THE SCHEME

3.1 The Company to lodge orders with ASIC

The Company will lodge with ASIC office copies of the Court order approving the Scheme under section 411(4)(b) of the Corporations Act as soon as practicable and by no later than 10.00am on the following Business Day after the date on which the Court makes that order.

3.2 Scheme effective on Effective Date

The Court order referred to in clause 3.1 is taken to have effect, and the Scheme comes into effect, on the Effective Date.

3.3 Implementation steps

Subject to the Scheme Conditions Precedent being satisfied:

• (a) on the Implementation Date, the Company will procure New Centamin to provide the Scheme Consideration to each Eligible Scheme Participant in accordance with this Share Scheme;
• (b) on the Implementation Date (or before the Implementation Date but subject to the provision of the Scheme Consideration under clause 3.3(a)), all the Scheme Shares, together with all rights and entitlements attaching to those Scheme Shares as at the Implementation Date, will be transferred to New Centamin without the need for any further act by any Scheme Participant (other than acts performed by the Company or its directors and officers as attorney and agent for the Scheme Participants under clause 5.2); and
• (c) the Company will enforce the provisions of the Implementation Agreement for the benefit of Shareholders.

3.4 Provision of Scheme Consideration

The obligation of New Centamin under the Implementation Agreement to provide the Scheme Consideration to each Eligible Scheme Participant under clause 3.3(a) will be satisfied by New Centamin performing the steps outlined in clauses 3.5.

3.5 Issue of New Centamin Shares

Subject to the Scheme Conditions Precedent being satisfied, New Centamin will provide the Scheme Consideration to each Eligible Scheme Participant by:

• (a) issuing and allotting the number of New Centamin Shares to each Eligible Scheme Participant that the Eligible Scheme Participant is entitled to as Scheme Consideration for each Scheme Share held by them in accordance with the terms of the Scheme;
• (b) entering in the New Centamin register of members the name of each Eligible Scheme Participant, in relation to all the New Centamin Shares issued to each Eligible Scheme Participant as Scheme Consideration in accordance with the Scheme;
• (c) issuing the holders of the Subscriber Shares five less New Centamin Shares each (so that after Implementation the holders of the Subscriber Shares hold the same number of New Centamin Shares as they held in the Company); and
• (d) following the Implementation Date, or in the case of Canadian Shareholders when a duly completed letter of transmittal is received, dispatching to each Eligible Scheme Participant (or the person noted in the letter of transmittal), by pre-paid mail to the address of the Eligible Scheme Participant as recorded in the Register at the Record Date (or the address noted in the letter of transmittal), a certificate in the name of that Eligible Scheme Participant (or the person noted in the letter of transmittal), representing the number of New Centamin Shares issued to that Eligible Scheme Participant in accordance with the Scheme. Where such Eligible Scheme Participant holds their Scheme Shares through Depositary Interests then their CREST account will be credited with the number of New Centamin Shares issued to them in accordance with the Scheme,

and each Eligible Scheme Participant agrees in favour of the Company that he or she will accept such New Centamin Shares.

3.6 Ineligible Foreign Shareholders

• (a) New Centamin will be under no obligation under the Scheme to issue, and will not issue, any New Centamin Shares to an Ineligible Foreign Shareholder, and instead will use its best endeavours to procure that:
• (i) all the New Centamin Shares that would be required to be issued to any Ineligible Foreign Shareholder under the Scheme if they were an Eligible Scheme Participant will be issued to the Nominee;
• (ii) as soon as reasonably practicable after the Implementation Date, the Nominee sells on the premium segment of the Main Market of the LSE all of the New Centamin Shares issued to the Nominee pursuant to clause 3.6(a)(i) in such manner, at such price and on such other terms as the Nominee determines in good faith (and at the risk of the Ineligible Foreign Shareholder); and
• (iii) promptly after the last sale of New Centamin Shares by the Nominee, the payment to each Ineligible Foreign Shareholder of such fraction of the proceeds of sale after deduction of any applicable brokerage and other

selling costs, taxes and charges (Proceeds) as is equal to the number of New Centamin Shares which would have been issued to that Ineligible Foreign Shareholder if they were an Eligible Scheme Participant, divided by the total number of New Centamin Shares issued to the Nominee under clause 3.6(a)(i),

in full satisfaction of New Centamin's obligations to that Ineligible Foreign Shareholder under the Scheme in respect of the Scheme Consideration.

• (b) New Centamin will procure the payment of the relevant fraction of the Proceeds to each Ineligible Foreign Shareholder by either:
• (i) dispatching, or procuring the dispatch, to that Ineligible Foreign Shareholder by prepaid post to that Ineligible Foreign Shareholder's address as shown in the Register at the Record Date, a cheque in the name of that Ineligible Foreign Shareholder; or
• (ii) making a deposit in an account notified by that Ineligible Foreign Shareholder to the Company and recorded in or for the purposes of the Register at the Record Date,

for the relevant amount.

(c) Each Ineligible Foreign Shareholder appoints the Company as its agent to receive on its behalf any financial services guide or other notices (including any updates of those documents) that the Nominee is required to provide to Ineligible Foreign Shareholders.

3.7 Joint holders

In the case of Scheme Shares held in joint names:

• (a) any cheque required to be paid to Scheme Participants will be payable to the joint holders; and
• (b) any uncertificated holding statement or notices for New Centamin Shares will be issued to Scheme Participants in the names of the joint holders,

and will be forwarded to the holder whose name first appears in the Register at the Record Date.

3.8 Binding Instructions

Except for a Scheme Participant's tax file number, any binding instruction or notification between a Scheme Participant and the Company relating to Scheme Shares at the Record Date (including, without limitation, any instructions relating to payment of dividends or to communications from the Company) will, from the Record Date, be deemed to be a similarly binding instruction or notification to, and accepted by New Centamin, in respect of the New Centamin Shares issued to the Scheme Participant until that instruction or notification is revoked or amended in writing addressed to New Centamin at the New Centamin share registry. Any such instructions or notifications accepted by New Centamin will apply to and in respect of the issue of New Centamin Shares as part of the Scheme Consideration only to the extent that they are not inconsistent with the other provisions of the Scheme.

3.9 Status of New Centamin New Shares

The New Centamin Shares which are issued to Scheme Participants in accordance with the Scheme will be:

• (a) duly and validly issued;
• (b) fully paid; and
• (c) rank equally in all respects with all other New Centamin Shares then on issue.

3.10 Trading of New Centamin Shares

New Centamin will use its best endeavours to seek confirmation and ensure that New Centamin Shares are:

• (a) admitted to the premium segment of the Official List and admission to trading on the LSE's Main Market; and
• (b) accepted for listing on the TSX as soon as practicable after the Implementation Date.

3.11 Power of attorney

Upon the Scheme becoming Effective, each Scheme Participant, without the need for any further act, is deemed to have irrevocably appointed and authorised the Company and each of its directors and officers for the time being, jointly and severally (and directs the Company in that capacity) as its attorney and agent to do all acts, matters, things and execute all documents on the part of each Scheme Participant necessary, expedient or incidental to implement and give full effect to the Scheme and the transactions contemplated by it, including (without limitation) executing and providing, as agent and attorney of each Scheme Participant, a proper instrument of transfer of the Scheme Participant's Shares in favour of New Centamin (save and except for a Canadian Shareholder who must return a duly completed letter of transmittal).

3.12 Appointment of sole proxy

If the Share Scheme becomes Effective, then subject to New Centamin providing the Scheme Consideration to each Eligible Scheme Participant in accordance with the terms of the Deed Poll and this document, from the Implementation Date until the time that New Centamin is registered as the holder of all Shares in the Register, each Scheme Participant:

• (a) is deemed to have irrevocably appointed New Centamin and each of its directors and officers for the time being, jointly and severally, as their attorney and agent (and directs New Centamin in such capacity) to:
• (i) appoint the Chief Executive Officer of New Centamin, or failing him the Chief Financial Officer of New Centamin, as their sole proxy and, where applicable, corporate representative to attend shareholders' meetings;
• (ii) exercise the votes attaching to the New Centamin Shares registered in the name of the Scheme Participant; and
• (iii) sign any shareholders resolution;
• (b) must not itself attend or vote at any shareholder meetings or sign any resolutions, whether in person, by proxy or by corporate representative (other than pursuant to clause 3.12(a); and
• (c) must take all other actions in the capacity of a registered holder of the Shares as New Centamin reasonably directs.

4. DEALINGS IN SHARES

4.1 Determination of Scheme Shareholders

• (a) As soon as practicable after the Record Date, the Registrar shall determine who are the Shareholders as at the Record Date, in order to establish who are the Scheme Shareholders.
• (b) Following satisfaction of clause 4.1(a), the Registrar must give to New Centamin a notice specifying the names and addresses of all Scheme Participants and the number of Shares held by each of them (to enable New Centamin to notify the Scheme Participants and to issue the Share Scheme Consideration to the Scheme Eligible Scheme Participants).

4.2 What Share dealings are recognised?

To establish the persons who are Scheme Participants, dealings in Shares will only be recognised if:

• (a) in the case of dealings effected by CREST, the dealings are effected on or before the Record Date (in registrable form), and the transferee is registered in the Register as the holder of the DIs prior to cancellation of the DIs and the rematerialisation of DIs in accordance with condition 3.1(d) of the Implementation Agreement; and
• (b) in all other cases, registrable transfers or transmission applications in registrable form in respect of dealings in Shares are effected on or before the Record Date (in registrable form), and are received on or before the Record Date at the place where the Registrar is kept.

4.3 The Company to register transfer and transmission applications

The Company will register registrable transfers or transmission applications of the kind referred to in clause 4.2(b) by, or as soon as practicable after, the Record Date.

4.4 No dealings after Record Date

Otherwise than in accordance with this Scheme, a Shareholder and any person claiming through that Shareholder (other than DI Holders or Canadian Shareholders) may not dispose of or purport or agree to dispose of any of that Shareholder's Shares or any interest in them after the Record Date and any dealings in those Shares received after the Record Date will not be recognised by the Company (or the Registrar).

4.5 The Company to maintain Register to determine entitlements

In order to determine entitlements to the Scheme Consideration, the Company will maintain, or procure the maintenance of, the Register in accordance with this clause 4 until the Scheme Consideration has been paid to Scheme Participants and the Register in this form will solely determine entitlements to the Scheme Consideration.

4.6 Holding statements no effect from Record Date

From the Record Date, all holding statements for Shares will cease to have effect as documents of title, and each entry on the Register at the Record Date will cease to have any effect other than as evidence of the entitlements of Scheme Participants to the Scheme Consideration.

4.7 The Company to provide contact information for Scheme Participants

As soon as practicable after Record Date, the Company will give to New Centamin or procure that New Centamin be given details of the name, Registered Address and the number of Shares held by each Scheme Participant, as shown in the Register at the Record Date, in whatever form New Centamin reasonably requires.

4.8 Scheme Shares transferred free from encumbrance

To the extent permitted by law, the Scheme Shares transferred to New Centamin under the Scheme will be transferred free from all mortgages, charges, liens, encumbrances and interests of third parties of any kind, whether legal or otherwise.

4.9 Each Scheme Participant warrants Scheme Shares free from encumbrance

Each Scheme Participant is deemed to have warranted to New Centamin and appointed and authorised the Company as their agent to warrant to New Centamin that:

• (a) all their Scheme Shares (including any rights and entitlements attaching to those Scheme Shares) will, as at the time of the transfer of them to New Centamin, be fully paid and free from all mortgages, charges, liens, encumbrances, pledges, security interests and interests of third parties of any kind, whether legal or otherwise, and from any restrictions on transfer of any kind; and
• (b) that they have full power and capacity to sell and to transfer their Scheme Shares (including any rights and entitlements attaching to those Scheme Shares) to New Centamin under the Scheme. The Company undertakes in favour of each Scheme Participant that it will provide such warranty to New Centamin on behalf of the Scheme Participant.

5. GENERAL PROVISIONS

5.1 The Company giving effect to the Scheme

The Company must do anything (including execute any document that is necessary, expedient or incidental to give full effect to the Scheme and the transactions contemplated by it.

5.2 Scheme Participants

Each Scheme Participant:

• (a) agrees to the transfer of their Scheme Shares, together with all rights and entitlements attaching to those Scheme Shares, to New Centamin, in accordance with the Scheme;
• (b) acknowledges that the Scheme binds the Company and all Shareholders from time to time, including those who do not attend the Scheme Meeting, do not vote at that meeting or vote against the Scheme;
• (c) agrees to become a member of New Centamin, to have their name and address entered in the New Centamin register of members and to be bound by the Articles of New Centamin as in force from time to time in respect of the New Centamin Shares;
• (d) consents to the Company doing all things and executing all deeds, instruments, transfers or other documents as may be necessary, expedient or incidental to Implementation and to give full effect to the Scheme and the Company, as agent of

each Scheme Participant, may sub–delegate its functions under this clause 5.2(d) to any of its directors and officers, jointly and severally;

• (e) without the need for any further act, irrevocably appoints the Company and each of its directors and officers, jointly and severally, on and from the Effective Date, as the Scheme Participant's attorney and agent, to execute any document or do any other act necessary, expedient or incidental to give full effect to the Scheme;
• (f) from the Effective Date until New Centamin is registered as the holder of all Scheme Shares:
• (i) irrevocably appoints the Company and each of its directors and officers, jointly and severally, as its attorney and agent (and directs the Company in such capacity) to:
  • (A) appoint the chairman of New Centamin or failing him, an alternative nominated by the chairman of New Centamin as its sole proxy and, where applicable, corporate representative to attend shareholders' meetings of the Company;
  • (B) exercise the votes attaching to the Scheme Shares registered in the name of the Scheme Participant;
  • (C) sign any Shareholders' resolution; and
• (ii) must take all other action in the capacity of a registered holder of Scheme Shares as New Centamin reasonably directs.

5.3 Alteration or conditions to the Scheme

If the Court proposes to approve the Scheme subject to any alteration or condition the Company may, by its counsel or solicitors, consent on behalf of all persons concerned, including each Scheme Participant, to those alterations or conditions.

5.4 Scheme is binding

The Scheme binds the Company and all Shareholders and, to the extent of any inconsistency, overrides the constitution of the Company.

5.5 Notices

Where a notice, transfer, transmission application, direction or other communication referred to in the Scheme is sent by post to the Company, it will be deemed to be received on the date (if any) on which it is actually received at the Company's registered office and on no other date.

5.6 Costs and stamp duty

• (a) Subject to clause 5.6(b), the Company will pay all the costs of the Scheme.
• (b) New Centamin will pay all stamp duty and any related fines, penalties and other costs in respect of the Scheme (including in connection with the transfer of the Scheme Shares to New Centamin) in accordance with the terms of the Scheme.

5.7 Governing law

• (a) This document is governed by the law in force in Western Australia.
• (b) Each party submits to the non–exclusive jurisdiction of the courts exercising jurisdiction in Western Australia, and any court that may hear appeals from any of

those courts, for any proceedings in connection with this document, and waives any right it might have to claim that those courts are an inconvenient forum.

Annexure C DEED POLL

1.		INTERPRETATION	1
	1.1 1.2	Definitions Rules for interpreting this document	1 $\mathbf{1}$
2.		$\mathbf 2$ SCHEME PARTICIPANTS MAY RELY ON THIS DOCUMENT
З.	CONDITIONS PRECEDENT AND TERMINATION
	3.1 3.2 3.3	Conditions Termination Consequences of termination	$\overline{\mathbf{c}}$ $\overline{\mathbf{c}}$ $\overline{2}$
4.		PROVISION OF SCHEME CONSIDERATION	$\overline{2}$
	4.1 4.2 4.3 4.4 4.5 4.6 4.7	Scheme Consideration How Scheme Consideration is to be provided Ineligible Foreign Shareholders Joint holders Binding Instructions Status of New Centamin Shares Trading of New Centamin Shares	$\overline{\mathbf{c}}$ 3 3 $\overline{4}$ 4 $\overline{\mathbf{4}}$ $\overline{\mathbf{4}}$
5.		REPRESENTATIONS AND WARRANTIES	5
6.	5 CONTINUING OBLIGATIONS
7.	NOTICES		5
	7.1 7.2 7.3	How to give a notice When a notice is given Address for notices	5 5 6
8.		AMENDMENT AND ASSIGNMENT	6
	8.1 8.2	Amendment Assignment	6 6
9.	GENERAL		$\overline{\mathbf{r}}$
	9.1 9.2 9.3 9.4	Governing law and jurisdiction Liability for expenses Waiver of rights and variation Operation of this document	7 $\overline{7}$ $\overline{7}$ $\overline{7}$

Address:	Centamin Egypt Limited
	57 Kishorn Road
	Mount Pleasant WA 6153
	Australia
	Fax number: (618) 9316 2650
	Attention: Company Secretary

(This page has been left blank intentionally.)

Annexure D

COMPARISON OF AUSTRALIAN AND JERSEY LEGAL REGIMES

Introduction

As Centamin is incorporated under the laws of Australia, the rights attaching to the Shares are governed by the laws of Australia and Centamin's constitution. As New Centamin is incorporated under the laws of Jersey, the rights attaching to the New Centamin Shares will be governed by Jersey law and New Centamin's Articles. New Centamin will also be subject to the UK Listing Rules and Canadian securities law.

This annexure is a summary only of the rights attaching to the New Centamin Shares as compared to the rights attaching to the Shares.

Under the Implementation Agreement, New Centamin is obliged to adopt the Articles prior to the Implementation Date.

A copy of the Company's constitution is available on Centamin's website at www.centamin.com.

Capitalised terms used in this document not otherwise defined in this document have the meaning given to them in the Definitions and Interpretation section of the Scheme Booklet. In this document, any reference to the ''Jersey Companies Law'' refers to the Companies (Jersey) Law 1991 (as amended).

Right	Centamin Position (Application of Australian law)	New Centamin Position (Application of Jersey law)
Rights Attaching to Shares
Issue of additional shares	Subject to the Corporations Act, Centamin's constitution authorises: • Centamin by resolution to alter its capital in any manner permitted by law; and • the Directors to allot Shares to such persons on such terms as the Directors think fit.	Subject to the Jersey Companies Law and New Centamin's Articles, including the pre-emptive rights set out below, the unissued New Centamin Shares shall be at the disposal of the directors and they may allot, grant options over, grant warrants in respect of or otherwise dispose of them to such persons, at such times and generally on such terms as they think fit, save that no New Centamin Share may be issued other than as a fully paid and non assessable New Centamin Share.
Pre-emptive rights	Centamin's constitution provides that Centamin must not allot Shares or other equity securities to a person on any terms unless:	New Centamin's Articles provide that when New Centamin proposes to allot New Centamin Shares:
	• it has made an offer to each person who holds Shares to allot to them on the same or more favourable terms a proportion of those securities that is as nearly as practicable equal to the proportion in nominal value held by them of Centamin's capital; and • the period during which any such offer may be accepted has expired or Centamin has received	• it shall not allot any of them on any terms to a person unless it has made an offer to each person who is a shareholder and who holds New Centamin Shares of the relevant class on the same or more favourable terms of a proportion of those New Centamin Shares which is as nearly as practicable equal to the proportion in number held by the shareholder of the relevant class of New Centamin Shares then in issue; and
	notice of the acceptance or refusal of every offer so made. Securities that Centamin has offered to allot to a Shareholder may be allotted to them, or if the offer is renounceable, to anyone in whose favour they renounced their right to allotment. The offer may be made in hard copy or electronic	• shall not allot any of those New Centamin Shares to a person unless the period during which any such offer may be accepted by the relevant current shareholders has expired or New Centamin has received a notice of the acceptance or refusal of every offer so made from such shareholders.
	form.	The above provisions shall not apply:
	The pre-emption rights do not apply to:	• to an allotment of New Centamin Shares if
	• the allotment of bonus Shares;	such New Centamin Shares are to be wholly paid otherwise than in cash;
	• a particular allotment of equity securities if these are, or are to be, wholly or partly paid up otherwise than in cash;	• allotted or issued pursuant to the terms of an employee share scheme;
	• allotments of securities that would, apart from any renunciation or assignment of the right to	• allotted for the purposes of bonus New Centamin Shares; or
	their allotment, be held under an employees' Share or option scheme;	• to the sale of New Centamin Shares which immediately before the sale are held by New Centamin as treasury shares.
	• allotments of equity securities in connection

class made in proportion (as nearly as may be) personally or by sending it by post to that arrangements in connection with that offering); for the giving of notice to him or by means of

preference constitution authorises the Directors to issue preference shares. shares preference Shares, including redeemable and New Centamin's Articles provide that, subject to the non-redeemable preference Shares, redeemable Jersey Companies Law, New Centamin may issue convertible preference Shares and non-redeemable New Centamin Shares which are to be redeemed, or convertible preference Shares on the terms set out are liable to be redeemed, at the option of New in the constitution.

shares. terms and in such manner as may be determined by

Buy back of Centamin's constitution provides that, subject to the Under Jersey Companies Law, a company may shares Corporations Act, Centamin may reduce its capital purchase its own fully paid shares. Such a purchase in any way and may purchase its own Shares on such (other than a purchase of its own shares by a terms and conditions as may be determined by the company which is a wholly-owned subsidiary of

resolution of the company. Australian law permits Centamin to buy back its

Right Centamin Position (Application of Australian law) New Centamin Position (Application of Jersey law)

with a rights issue or other offer to Pre-emptive offers shall be made to shareholders in Shareholders or other equity securities of any writing and shall be made to a shareholder either to their respective existing holdings of Shares shareholder or to his registered address or, if he has or other equity securities of the class no registered address in the United Kingdom or concerned, (but subject to the Board having a Jersey, to the address in the United Kingdom or right to make certain exclusions or other Jersey supplied by the shareholder to New Centamin and electronic communication (in accordance with the Electronic Communications (Jersey) Law 2000). New • specified allotments of equity securities in Centamin shareholders may consent to being relation to which Centamin has passed a provided with notices by electronic communication special resolution to resolve that the by notifying New Centamin of their email address to pre-emption rights do not apply. be used for the purpose of receiving notices.

A pre-emptive offer as described above must state a period of not less than 14 days during which it may be accepted and the offer shall not be withdrawn before the end of that period.

The directors may, however, be given by virtue of a special resolution the power to allot New Centamin Shares either generally or in respect of a specific allotment such that the pre-emptive rights described above shall not apply to the allotment but that power shall be limited:

• to the allotment of New Centamin Shares in connection with a rights issue; or
• to the allotment (other than in connection with a rights issue) of New Centamin Shares not exceeding in aggregate the number of shares specified in the special resolution.

Such a special resolution (as described above) shall not be proposed in respect of a specific allotment unless it is recommended by the directors and there has been circulated, with the notice of the meeting at which the resolution is to be decided, a proposal to the shareholders entitled to have that notice a written statement by the directors setting out:

• their reasons for making the recommendations;
• the amount to be paid to New Centamin in respect of the New Centamin Shares to be allotted; and
• the directors' justification of that amount.

Issue of Subject to the Corporations Act, Centamin's New Centamin's Articles provide for the issue of

Centamin or at the option of the holder holding Centamin, however, has never issued any preference such redeemable New Centamin Shares and on such ordinary resolution.

Directors from time to time. another company) must be sanctioned by a special

outstanding shares through a specific buy-back The money used by a company to purchase its own scheme authorised by the Corporations Act if: shares may be funded from any source, including capital in accordance with the Jersey Companies • the buy-back does not materially prejudice Law.

The form of Shareholder approval (eg ordinary have formed the opinion that:

Right Centamin Position (Application of Australian law) New Centamin Position (Application of Jersey law)

Centamin's ability to pay its creditors; and The directors responsible for authorising the buy back payment will be required to follow the • Centamin follows the procedures set out in the provisions of the Jersey Companies Law including Corporations Act. making a statement (Solvency Statement) that they

• resolution or special or unanimous resolution), if immediately following the date on which the required and disclosure to be given to shareholders payment is to be made, the company will be depend on the type of buy back. able to discharge its liabilities as they fall due; and
• having regard to:
  • the prospects of the company and to the intentions of the directors with respect to the management of the company's business, and
  • the amount and character of the financial resources that will, in their view, be available to the company,

the company will be able to:

• continue to carry on business, and
• discharge its liabilities as they fall due,

for a period of 12 months after the date of such payment (or, if sooner, a solvent winding up of the company).

Shares if: In addition, there is no stamp duty payable on the

Under New Centamin's Articles:

• stamp duty requires Centamin to do so. a shareholder may transfer all or any of his uncertificated shares in accordance with the Companies (Uncertificated Securities) (Jersey) Order 1999 (Uncertificated Securities Order).
• Subject to the discretion of the board of directors referred to below, New Centamin will register the transfer of any New Centamin Shares held in uncertificated form by means of a relevant system in accordance with the Uncertificated Securities Order and the rules of the relevant system.
• Subject to the requirements of the UK Listing Rules, the board of directors may, in its absolute discretion, refuse to register any transfer of an uncertificated New Centamin Share where permitted by the Articles and the Uncertificated Securities Order or of a certificated New Centamin Share if New Centamin determines that the Shareholder has not complied with Chapter 5 of the Disclosure and Transparency Rules or where the shareholder has failed to comply with a notice under section 793 of the Companies Act 2006 (UK), both of which are incorporated by reference into the Articles.

The board of directors may, in its absolute discretion, refuse to register any instrument of transfer of a certificated New Centamin Share:

• which is not fully paid up but, in the case of a class of New Centamin Shares which has been

Transfer of Under Centamin's constitution, Shares generally are Under the Jersey Companies Law, shares are freely shares freely transferable. transferable unless otherwise provided in a

company's articles of association. The Directors may refuse to register a transfer of

• transfer of shares in Jersey. permitted to do so by the Corporations Act; or
• the Corporations Act or any law relating to

respect of past years or capital losses before • subject to the Articles, shareholders of determining that a dividend is payable. ordinary New Centamin Shares shall be

• the payment of the dividend is fair and special resolution but shall otherwise rank pari
• shares; and the payment of the dividend does not materially prejudice Centamin's ability to pay • all dividends shall be declared and paid

Right Centamin Position (Application of Australian law) New Centamin Position (Application of Jersey law)

• admitted to the Official List by the UK Listing Authority, not so as to prevent dealings in those New Centamin Shares from taking place on an open and proper basis;
• on which New Centamin has a lien; or
• where particular provisions of New Centamin's Articles allow for it in respect of interests in New Centamin Shares.

The directors may also refuse to register a transfer of a certificated New Centamin Share unless the instrument of transfer, where relevant, is:

• lodged at New Centamin's registered office or at such other place as the directors may appoint and is accompanied by the certificates for the New Centamin Shares to which it relates and such other evidence as the directors may reasonably require to show the right of the transferor to make the transfer;
• in respect of only one class of New Centamin Shares; and
• in favour of not more than four transferees.

The directors may also refuse to register a transfer of New Centamin Shares if the Jersey Companies Law or any law relating to stamp duty requires New Centamin to do so.

Dividends and Centamin's constitution permits the Directors to New Centamin's Articles provide that, subject to the distributions determine that a dividend is payable to the provisions of the Jersey Companies Law:

• Shareholders entitled thereto and may fix the time New Centamin may by ordinary resolution for payment of any Dividend. declare dividends in accordance with the No dividend may be paid otherwise than out of respective rights of the shareholders, but no profits nor bear interest against Centamin. However, dividend shall exceed the amount it will not be necessary to recoup trading losses in recommended by the directors;
• The determination of the Directors as to the amount entitled to dividends pro rata according to the of Centamin's net profits will be conclusive. number of ordinary New Centamin Shares held by each shareholder of ordinary New Under the Corporations Act, Centamin must not pay Centamin Shares as determined by New a dividend unless: Centamin by ordinary resolution. The rights of • Centamin's assets exceed its liabilities shareholders of ordinary New Centamin Shares to receive dividends shall be subject to the immediately before the dividend is declared and the excess is sufficient for the payment of priority of payment of dividends as determined by the New Centamin Articles, the class rights the dividend; of other classes of New Centamin shares by reasonable to the Shareholders as a whole; and passu with other classes of New Centamin
• its creditors. according to the amounts paid up on the New Centamin Shares on which the dividend is paid. All dividends shall be apportioned and paid proportionately to the amounts paid up on the New Centamin Shares during any portion or portions of the period in respect of which the dividend is paid but, if any New Centamin Share is issued on terms providing that it shall rank for dividend as from a particular date, that New Centamin Share shall rank for dividend accordingly and no amount paid up on a New Centamin Share in advance of calls shall be treated as paid up on the New Centamin Share.

Right Centamin Position (Application of Australian law) New Centamin Position (Application of Jersey law)

Under the Jersey Companies Law and subject as set out below, a distribution may be made from capital without a need to obtain court approval for a reduction of capital, even where a company has accumulated losses.

A distribution from a no par value company (such as New Centamin) may be made from its stated capital account (a no par value company does not have a separate nominal capital account and share premium account).

A distribution may only be made if the directors authorising the distribution make a Solvency Statement in a similar form as that required for a share buy back.

or by proxy shall have one vote for every New Centamin Share of which he or she is the shareholder.

Jersey Companies Law states that only a member who did not consent to or vote in favor of the variation may apply to court for an order to have the variation cancelled.

• Centamin; exercise the care, diligence and skill that a

• to avoid conflicts of interest; and Companies Law provides that the breach can be ratified if all of the shareholders authorise or ratify

Voting rights Centamin's constitution provides that, subject to the New Centamin's Articles provide that, subject to any rights or restrictions attached to any Shares, on a rights or restrictions attached to any New Centamin show of hands every Shareholder present in person Shares, on a show of hands, every shareholder who or by proxy or attorney or by duly authorised is present in person or by proxy shall have one vote representative has one vote. and, on a poll, every shareholder present in person Variation of Centamin's constitution provides that, if Centamin's New Centamin's Articles provide that whenever the rights capital is to be divided into different classes of capital of New Centamin is divided into different Shares, any variation to the rights and privileges classes of New Centamin Shares, the special rights attaching to any class (unless otherwise provided by attached to any class may (unless otherwise provided the terms of issue of the Shares of that class) must by the terms of issue of the New Centamin Shares be sanctioned by a special resolution passed at a of that class) be varied or abrogated, either whilst separate meeting of Shareholders of that class, New Centamin is a going concern or during or in subject to the Corporations Act. contemplation of a winding-up: If a quorum is not present at that separate meeting • with the consent in writing of the shareholders or if the special resolution is not passed by the of 75% of the issued New Centamin Shares of necessary majority, the rights and privileges that class; or attaching the class of Share may be varied with the • with the sanction of a special resolution consent in writing of the holders of at least 75% of (requiring a 75% majority) passed at a the issued Shares of that class within 2 calendar separate meeting of the shareholders of the months of the date of the meeting. issued New Centamin Shares of that class.

Directors

Powers of the Board	Centamin's constitution provides that, subject to the Corporations Act and to any other provisions of the constitution, the management and control of Centamin's business is vested in the Directors, who may exercise all such powers of Centamin, except those powers that are required to be exercised by Centamin in general meeting.	New Centamin's Articles provide that, subject to the Jersey Companies Law (which requires certain acts of New Centamin to be effected by resolutions of its shareholders), any other applicable laws, the Articles and to directions given by special resolution of New Centamin, the business and affairs of New Centamin shall be managed by the board which may exercise all the powers of New Centamin whether relating to the management of the business or not.
Duties of Directors	Under Australian law, the Directors have certain general law and statutory obligations to Centamin.	Under Jersey Companies Law, a director of a Jersey company has a statutory obligation to:
	These obligations include a duty: • to act in good faith in the interests of Centamin; • to act for a proper purpose;	• act honestly and in good faith with a view to the best interests of the company; and • exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.
	• to exercise care and diligence;	If the director breaches these statutory duties, Jersey

• not to use their position to gain an advantage the relevant act of or omission, provided that the

Compensation of The Directors may be paid out of Centamin's funds, Unless otherwise decided by New Centamin by Directors as remuneration for their ordinary services as ordinary resolution, New Centamin shall pay to the

• proportion and manner as they may from time remuneration or other amount payable to him pursuant to other provisions of the Articles. to time agree (or in default of agreement,

remuneration of an executive Director may: the relevant director.

• unless otherwise determined by Centamin in otherwise) and expenses as the board may decide. general meeting, be in addition to any A director is entitled to be repaid all reasonable remuneration which he or she may receive as a travelling, hotel and other expenses properly Director.

The Directors may also be paid their travelling and her duties as director including, without limitation, other expenses incurred in connection with their expenses incurred in attending meetings of the attendance at Board meetings and otherwise in the board or of committees of the board or general

A Director is also entitled to be reimbursed for any reasonable expenses incurred in obtaining separate An alternate director is not entitled to a fee from

his or her share in the remuneration provided above.

In the event of a proposal to increase the remuneration of the Directors for their ordinary services, the notice calling the general meeting at which such increase is to be proposed shall state the amount of the proposed increase and the maximum sum that may be paid.

involving giving a Director a financial benefit unless either New Centamin's Articles), a director of a Jersey financial benefit is exempt (see related party in a transaction entered into or proposed to be

Right Centamin Position (Application of Australian law) New Centamin Position (Application of Jersey law)

for themselves or cause detriment to company will be able to discharge its liabilities as Centamin. they fall due immediately following the relevant breach.

Directors (but not including any services as directors (but not alternate directors) for their executive directors) such sum as may be determined services as directors such amount of aggregate fees by Centamin in general meeting (subject to as the board decides (not exceeding GBP2 million compliance with the Corporations Act). per annum or such larger amount as New Centamin may by ordinary resolution decide). The aggregate In the case of non-executive directors, such fees shall be divided among the directors in such remuneration shall be by a fixed sum: proportions as the board decides or, if no decision is • divided amongst the Directors in such made, equally. This fee is distinct from any salary,

equally and may be shared in a manner which Subject to the Jersey Companies Law, New attributes any additional share to Directors Centamin's Articles and the requirements of the UK serving on specified sub-committees); and Listing Rules, the board may arrange for part of a • not by a commission on or percentage of fee payable to a director to be provided in the form Centamin's operating revenue or its profits. of fully paid New Centamin Shares. The amount of the fee payable in this way shall be at the discretion Subject to the provisions of any contract between of the board and shall be applied in the purchase or Centamin and a managing director, the subscription of New Centamin Shares on behalf of

• from time to time be fixed by the Directors; A director who, at the request of the board, goes or resides abroad, makes a special journey or performs • be by way of fixed salary but not be by way of a special service on behalf of New Centamin may be commission on or percentage of Centamin's paid such reasonable additional remuneration operating revenue; and (whether by way of salary, percentage of profits or

incurred by him or her in the performance of his or execution of their duties as Directors. meetings or separate meetings of the shareholders of a class of New Centamin Shares or debentures.

independent legal advice in connection to his or her New Centamin for his or her services as an alternate duties and responsibilities as a Director. director. The fee payable to an alternate director is payable out of the fee payable to his or her Any Director who, being willing, is called upon to appointor and consists of such portion (if any) of perform extra services or to make any special the fee as he or she agrees with his or her exertions or to undertake any executive or other appointor. New Centamin shall, however, repay to work for Centamin beyond his or her ordinary duties an alternate director expenses incurred by him or or to go or reside abroad or otherwise for any of the her in the performance of his or her duties if New purposes of Centamin may be remunerated either by Centamin would have been required to repay the a fixed sum or a salary as may be determined by the expenses to him or her as set out above had he or Directors, either in addition to or in substitution for she been a director.

Transactions The Corporations Act prohibits Centamin from Under the Jersey Companies Law (as modified by directors Centamin obtains Shareholder approval or the company who has, directly or indirectly, an interest transaction section below). entered into by the company or by a subsidiary of the company which to a material extent conflicts or Directors, when entering into transactions with

• being interested or from contracting or a director.
• otherwise interested in, any corporation positions.

any of its subsidiary undertakings is or is to be a the Corporations Act and with any relevant general party and in which he has an interest which is, to his law principles in relation to disclosure of his or her knowledge, a material interest (otherwise than by interests and presence and voting at a Board meeting that considers a matter in which he or she virtue of his interest in New Centamin Shares or

Right Centamin Position (Application of Australian law) New Centamin Position (Application of Jersey law)

Centamin, are subject to common law and statutory may conflict with the interests of the company and duties to avoid conflicts of interest. of which the director is aware shall disclose to the company the nature and extent of the director's Under Centamin's constitution, a Director's position interest. There are no specific details under Jersey as such does not disqualify him or her from: Companies Law as to what constitutes an interest of

arranging with Centamin, either as vendor, Directors, when entering into transactions with New purchaser or otherwise; or Centamin, are subject to common law duties to • becoming a director or other officer of, or avoid conflicts of interest and profiting from their

promoted by Centamin or in which Centamin Under New Centamin's Articles, a director may not may be interested as a Shareholder or vote on or be counted in the quorum in relation to otherwise, or which holds any Shares in a resolution of the board or of a committee of the Centamin, board concerning a contract, arrangement, provided, however, that a Director must comply with transaction or proposal to which New Centamin or has a material personal interest. debentures or other securities of or otherwise in or through New Centamin), but this prohibition does not apply to a resolution concerning any of the following matters:

• the giving of a guarantee, security or indemnity in respect of money lent or obligations incurred by him or her or any other person at the request of or for the benefit of New Centamin or any of its subsidiary undertakings;
• the giving of a guarantee, security or indemnity in respect of a debt or obligation of New Centamin or any of its subsidiary undertakings for which he or she has assumed responsibility in whole or in part, either alone or jointly with others, under a guarantee or indemnity or by the giving of security;
• a contract, arrangement, transaction or proposal concerning an offer of New Centamin Shares, debentures or other securities of New Centamin or any of its subsidiary undertakings for subscription or purchase, in which offer he or she is or may be entitled to participate as a holder of securities or in the underwriting or sub underwriting of which he or she is to participate;
• a contract, arrangement, transaction or proposal to which New Centamin is or is to be a party concerning another company (including a subsidiary undertaking of New Centamin) in which he is interested (directly or indirectly) whether as an officer, shareholder, creditor or otherwise (a relevant company), if he or she does not hold an interest in five per cent. or more of either any class of the equity share capital of or the voting rights in the relevant company;
• a contract, arrangement, transaction or proposal for the benefit of the employees of New Centamin or any of its subsidiary undertakings (including any pension fund or retirement, death or disability scheme) which does not award him or her a privilege or benefit not generally awarded to the employees to whom it relates;
• a contract, arrangement, transaction or proposal concerning the purchase or

Right Centamin Position (Application of Australian law) New Centamin Position (Application of Jersey law)

maintenance of any insurance policy for the benefit of directors or for the benefit of persons including directors; or

• the calling of a general meeting of New Centamin at which matters relating to the directors are to be considered and voted upon by the shareholders.

If a relevant situation arises (as defined under New Centamin's Articles) in which a director has, or could have, a direct or indirect interest that conflicts, or possibly might conflict, with the interests of New Centamin, the following provisions apply where the conflict of interest does not relate to a contract, arrangement, transaction or proposal to which New Centamin or any of its subsidiary undertakings is a party:

• if the relevant situation arises from the appointment or proposed appointment of a person as a director of New Centamin, the directors (other than the director in question, and any other director with a similar interest, who shall not be counted in the quorum at the meeting and shall not vote on the resolution) may resolve to authorise the appointment of the director and the relevant situation on such terms as they may determine; and
• if the relevant situation arises in circumstances other than as stated above, the directors (other than the director and any other director with a similar interest who shall not be counted in the quorum at the meeting and shall not vote on the resolution) may resolve to authorise the relevant situation and the continuing performance by the director of his duties on such terms as they may determine.

a company if the person:

• the maximum number of directors). Companies Law means a person in respect of

• Notice of each and every candidature shall be the body corporate is a company that is permitted under the Financial Services (Jersey) forwarded to all Shareholders at least 28 days prior

• the body corporate has no director that is also a body corporate.

New Centamin's Articles provide that the number of directors shall not be subject to any maximum but shall be not less than two.

Under New Centamin's Articles, New Centamin may by ordinary resolution appoint a person who is willing to act to be a director, either to fill a vacancy

Number and As a public company in Australia, Centamin must Under Jersey Companies Law a public company nomination of have at least 3 directors, at least two of whom must must have at least 2 directors. New Centamin must directors reside in Australia. Centamin must also have a also have a company secretary. company secretary at all times that resides in Under Jersey law, a person may not be a director of Australia.

Centamin's constitution provides that the minimum • has not attained the age of 18 years; number of directors is 3 and the maximum number is 10 (unless Centamin in general meeting increases • is an interdict (which under the Jersey

whom a curator has been appointed in Under Centamin's constitution, no person except a pursuance of the Mental Health (Jersey) Law Director retiring by rotation, a Director appointed 1969, or a corresponding provision of the law to fill a casual vacancy or a person recommended by of a place outside Jersey); or the Directors for election, is eligible for election to the office of Director at any general meeting unless • is disqualified from being a director. he or she or some Shareholder intending to propose him or her has given, at least 35 business days Further, a body corporate shall not be a director of before the meeting, the nominee's consent to act. a company unless:

to the meeting at which an election is to take place. Law 1998 (FSL) to act as a director; and

Right Centamin Position (Application of Australian law) New Centamin Position (Application of Jersey law)

directors Centamin may remove a director by passing an may by ordinary resolution remove a director before ordinary resolution at a general meeting. A notice of the expiry of his period of office (without prejudice intention to move the resolution must be given to to a claim for damages for breach of contract or Centamin at least two months before the meeting is otherwise). The office of a director is vacated if: to be held. However, if Centamin calls a meeting • he or she resigns by notice delivered to the after the notice of intention is given, the meeting company secretary at the office or tendered at may pass the resolution even though the meeting is a board meeting; held less than two months after the notice of

fixed term, the term expires; Centamin's constitution also provides that, subject to the Corporations Act, Centamin may, by resolution • he or she ceases to be eligible to be a director passed at any general meeting, remove any Director by virtue of a provision of the Jersey before the expiration of his period of office and Companies Law, is removed from office appoint another person in his stead. The person pursuant to New Centamin's Articles or appointed holds office during such time only as the becomes prohibited by any other applicable Director in whose place he or she is appointed law or the UK Listing Rules from being a would have held office. director;

Centamin's constitution further provides that a • he or she becomes bankrupt or has had a

• (Desastre) Jersey Law 1990; ´ becomes bankrupt or suspends payment or compounds with or assigns his estate for the • he or she is or has been suffering from mental
• is removed from office pursuant to Centamin's person (howsoever designated) to exercise
• affairs, and in any such case the board resolves absents himself or herself from the meetings of that his office be vacated; Directors for a continuous period of 6 months without special leave of absence from the • both he or she (and his or her alternate Directors and the Directors declare his or her director, if any) are absent, without the

• fails to pay any call due on any Shares held by resolves that his or her office be vacated; him or her for the space of one month or such further time as the Directors may allow after • he or she is removed from office by notice the time when the call shall have been made; addressed to him or her at his or her last

• ceases to be, or becomes prohibited from such contract; being, a Director by virtue of the Corporations Act or any order made under the Corporations • he or she is disqualified from acting as a Act. company director by a court of competent

or as an addition to the board, subject to the maximum.

Under New Centamin's Articles, the board may appoint a person who is willing to act as a director, either to fill a vacancy or as an addition to the board, but the total number of directors may not exceed the maximum. A director appointed in this way may hold office only until the dissolution of the next annual general meeting after his appointment unless he is reappointed during that meeting.

Removal of Under the Corporations Act, the Shareholders of Under New Centamin's Articles, the shareholders

• intention is given. where he or she has been appointed for a
• person automatically ceases to be a director if the declaration en desastre in relation to his or her ´ person: property made pursuant to the Bankruptcy
• benefit of his or her creditors; ill health or becomes a patient for the purpose of any statute relating to mental health or any • becomes of unsound mind or a person whose court claiming jurisdiction on the ground of person or estate is liable to be dealt with in mental disorder (howsoever stated) makes an any way under the law relating to mental order for his or her detention or for the health; appointment of a guardian, receiver or other constitution; powers with respect to his or her property or
• seat to be vacant; permission of the board, from board meetings for six consecutive months and the board
• known address and signed by all his or her resigns by notice in writing to Centamin (and co-directors (without prejudice to a claim for such registration is accepted or is not damages for breach of contract or otherwise); withdrawn within 1 month);
• notice is addressed to him or her at his • refuses to act; last-known address to terminate his or her • is convicted of any felony; or contract of employment or engagement with New Centamin where he or she is in breach of
• jurisdiction;

Right	Centamin Position (Application of Australian law)	New Centamin Position (Application of Jersey law)
	Any Director whose office becomes so vacant will be eligible for immediate re-election provided that the disqualifying conditions may be dispensed with, altered, varied or modified by a special resolution.	• he or she is convicted of a criminal offence and the directors resolve it is undesirable in the interests of New Centamin that he or she remains a director of New Centamin; or
		• the conduct of that director (whether or not concerning the affairs of New Centamin) is the subject of an investigation by the Jersey Financial Services Commission or any successor body or equivalent body in any foreign jurisdiction and the directors resolve it is undesirable in the interests of New Centamin that he or she remains a director of the New Centamin.
Rotation of	Centamin's constitution provides that at every	There are no provisions under Jersey Companies
directors	annual general meeting, one-third of the directors (other than the managing director) or, if their number is not a whole multiple of three, then the number nearest but not exceeding one-third, shall retire from office. This is provided that no Director	Law relating to the rotation of directors. New Centamin's Articles provide that at every annual general meeting each director shall retire from office.
	may retain office without re-election for more than 3 years or until the third annual general meeting following his or her appointment, whichever is the longer, without submitting himself or herself for re-election. Directors required to retire are those who have been longest in office since last being elected. A retiring director is eligible for re-election.	A director who retires at an annual general meeting may, if willing to act, be reappointed. If he or she is not reappointed or deemed reappointed, he or she may retain office until the meeting appoints someone in his or her place or, if it does not do so, until the end of the meeting.
	Under Centamin's constitution, at any annual general meeting at which any Director retires, Centamin may fill the vacated office by re-electing the Director or electing some other person to fill the vacancy.	At a general meeting at which a director retires, New Centamin may fill the vacancy and, if it does not do so, the retiring director shall be, if willing, deemed reappointed unless it is expressly resolved not to fill the vacancy or a resolution for the reappointment of the director is put to the meeting and lost.
Casual vacancies	Centamin's constitution provides that the Directors may at any time appoint any person as a Director either to fill a casual vacancy or as an additional Director.	Under New Centamin's Articles, New Centamin may by ordinary resolution appoint a person who is willing to act to be a director, either to fill a vacancy or as an addition to the board, subject to the maximum.
	Any Director (other than the managing director) holds office until the conclusion of Centamin's next general meeting and is eligible for re-election at that meeting. If the next meeting is the annual general meeting, such Director will not be taken into account in determination of the number of Directors who are to retire by rotation.	Under New Centamin's Articles, the board may appoint a person who is willing to act as a director, either to fill a vacancy or as an addition to the board, but the total number of directors may not exceed the maximum.
	If at any time the number of Directors falls below 3, the continuing or surviving Directors may act in cases of emergencies or for the purpose of increasing the number of Directors to that minimum number or of calling a general meeting but for no other purpose.

Right	Centamin Position (Application of Australian law)	New Centamin Position (Application of Jersey law)
Directors' indemnity	The Corporations Act prohibits indemnification against specific liabilities. These are liabilities:	Under Jersey Companies Law, there is a prohibition on a company providing an indemnity to directors
	• owed to Centamin or a related body corporate;	except for:
	• for a pecuniary penalty order or a compensation order; or	• liabilities incurred by a director in defending civil or criminal proceedings where judgment is given in the directors favour, the proceedings
	• that is owed to someone other than Centamin or a related body corporate and did not arise out of conduct in good faith.	are discontinued otherwise than for some benefit conferred by the person or some detriment suffered by the person or which are
	The Corporations Act prohibits an indemnity for legal costs in specific circumstances such as where:	settled on terms where, in the opinion of the directors of New Centamin, the person was substantially successful on the merits in the
	• an officer is found to have a liability for which they could not be indemnified;	persons resistance to the proceedings; • any liability incurred otherwise than to New
	• an officer is found guilty in criminal proceedings;	Centamin if the director acted in good faith with a view to the best interests of New Centamin;
	• the grounds for a court order have been established in proceedings brought by ASIC or a liquidator; or	• any liability against which the company normally maintains insurance for persons other than directors; and
	• the court denies relief in proceedings for relief to the officer under the Corporations Act.	• where the court has granted certain relief to the person under the Jersey Companies Law;
	Payments by a company of insurance premiums which cover conduct involving a wilful breach of duty or a breach of certain statutory directors duties are also prohibited under the Corporations Act.	and New Centamin may fund and maintain directors' and officers' liability insurance.
Directors'	Centamin's constitution provides that Centamin	See box above relating to directors' indemnity.
liability	must, subject to and to the maximum extent permissible under the Corporations Act, indemnify a person who is or has been an officer or auditor of Centamin out of Centamin's assets against a liability:	New Centamin's Articles provide that every present or former director or other officer of New Centamin may be indemnified out of the assets of New Centamin against any liability incurred by him or her by virtue of the fact he or she was or is a director or officer of New Centamin in the circumstances set out under the Jersey Companies Law (as set out above).
	• to another person (other than Centamin or a related body corporate) unless the liability arises out of conduct involving a lack of good faith; and
	• for costs and expenses incurred by the person:	New Centamin's Articles also provides that the
	• in defending proceedings, whether civil or criminal, in which judgment is given in favour of the person or in which the person is acquitted; or	board may purchase and maintain insurance to protect against insurable risks in respect of itself and any person who is a director, alternate director or secretary of New Centamin or of a company which is or was a subsidiary undertaking of New Centamin
	• in connection with an application, in relation to such proceedings, in which the	or in which New Centamin has or had an interest, indemnifying him or her and keeping him or her

court grants relief to the person under the indemnified against any liability or expense asserted Corporations Act. or incurred by such person in connection with any

Except to the extent precluded by the Corporations the obligation to indemnify such person against such Act, Centamin may pay or agree to pay a premium liability or expense by law or under the provisions of in respect of a contract insuring a person who is or New Centamin's Articles. has been an officer or auditor of Centamin against a liability:

• incurred by the person as such an officer or auditor; or
• for costs and expenses incurred by the person in defending proceedings as such an officer or auditor, whether civil or criminal and whatever their outcome.

claim, whether or not New Centamin would have

Right Centamin Position (Application of Australian law) New Centamin Position (Application of Jersey law)

Insider trading The Corporations Act prohibits (subject to The UK Criminal Justice Act 1993 prohibits (subject exceptions) any person who possesses price-sensitive to exceptions) any person who has inside information that is not generally available relating to information from dealing in price-affected securities, Centamin or its securities from buying or selling encouraging another to deal in price-affected those securities or procuring others to do so, or securities and disclosing inside information otherwise from communicating the information to third than in the proper performance of his or her parties. employment, office or profession.

The UK Criminal Governance Justice Act 1993 The FSL is also the relevant Jersey legislation with prohibits (subject to exceptions) any person who has regard to insider trading. had inside information from dealing in price-affected Under the FSL, various offences are detailed securities, encouraging another to deal in price- relating to insider dealing, market manipulation and affected securities and disclosing inside information providing misleading information. otherwise than in the proper performance of his or her employment, office or profession. Generally, a person is guilty of an offence for

Shareholders' Meetings

Quorum of	Centamin's constitution states that the quorum for a	New Centamin's Articles states that the quorum for
shareholders	general meeting of Centamin's Shareholders is two	a general meeting of New Centamin's shareholders
	Shareholders present in person, by proxy, attorney	is two persons entitled to vote upon the business to
	or duly appointed corporate representative.	be transacted, each being a shareholder present in person (including corporate representatives) or by

Annual general Under both the Corporations Act and Centamin's Under Jersey Companies Law every company shall meetings constitution, the annual general meeting of in each year hold a general meeting as its annual calendar year and within five months after the end that year and shall specify the meeting as such in

insider dealing if a person who has information as an insider deals in securities that are price-affected securities in relation to the information.

A person can only be guilty of an offence for insider dealing under the FSL if the alleged act was committed whilst either they or the relevant professional intermediary, were in Jersey.

The FSL also sets out details of when a person is guilty of offences relating to market manipulation and providing misleading information.

person (including corporate representatives) or by proxy.

Centamin is required to be held at least once every general meeting in addition to any other meetings in of each financial year. the notice calling it; but so long as a company holds its first annual general meeting within 18 months of its incorporation, it need not hold it in the year of its incorporation or in the following year.

In the case of a public company, not more than 18 months shall elapse between the date of one annual general meeting and date of the next.

Under New Centamin's Articles, the annual general meeting of New Centamin is required to be held once every year and must be held within six months of the end of each financial year of New Centamin. Such meetings shall be convened by the Board at such time and place as it thinks fit provided that:

• New Centamin must hold an annual general meeting within six months of the end of each financial year of New Centamin, in addition to any other general meeting held during that period; and
• there must not be a gap of more than fifteen months between one annual general meeting and the next.

extraordinary whenever they think fit, convene a general meeting. whenever they think fit, convene a general meeting.

Under the Corporations Act, Shareholders with at general meeting within two months of the date of least 5% of the votes that may be cast at the the deposit of the requisition.

Notice of Under Centamin's constitution, Shareholders must Under the Jersey Companies Law, a provision of a meetings be given not less than 28 days' notice of a general company's articles of association is void insofar as it meeting (exclusive of the day on which the notice is provides for the calling of a meeting of the company given but inclusive of the day for which the meeting or of any class of members of the company (other

• the general nature of the meeting's business; the purpose of receiving notices.
• the intention to propose a special resolution Under New Centamin's Articles, an annual general

Centamin's constitution, the Directors may cancel or has not yet been held by New Centamin, at a postpone a meeting of Shareholders. general meeting.

Right Centamin Position (Application of Australian law) New Centamin Position (Application of Jersey law)

Special / Under Centamin's constitution, the Directors may, Under New Centamin's Articles, the directors may,

meetings Except as required by the Corporations Act, no The directors of New Centamin shall, on a Shareholder is entitled to convene or require requisition of members holding one-tenth or more Directors to convene a general meeting. of the total voting rights in New Centamin, call a

meeting or at least 100 members who are entitled to If the directors do not within 21 days from the date vote at the meeting may request the Directors to of the deposit of the requisition proceed duly to call convene a meeting. a meeting to be held within two months of that date, the requisitionists, or any of them representing more than one-half of the total voting rights of all of them, may themselves call a meeting, but a meeting so called shall not be held after three months from that date.

A meeting called by requisitionists shall be called in the same manner, as nearly as possible, as that in which meetings are to be called by directors.

Reasonable expenses incurred by the requisitionists by reason of the failure of the directors to call a meeting shall be repaid to the requisitionists by the company, and sums so repaid shall be retained by New Centamin out of sums due or to become due from New Centamin by way of fees or other remunerations in respect of their services to the directors who were in default.

is convened). than an adjourned meeting) by a shorter notice than 14 days' notice in writing. New Centamin A notice of meeting must specify: shareholders may consent to being provided with • the date, time and place of the meeting; notices by electronic communication by notifying New Centamin of their email address to be used for

and the special resolution; meeting shall be called by not less than 21 clear days' notice. All other general meetings shall be • the Shareholder's rights in relation to the called by not less than 14 clear days' notice, appointment of a proxy; provided certain conditions are met, including that • any names of candidates for election as the convening of a general meeting (not being an Director; and annual general meeting) on less than 21 clear days' notice has been approved by a special resolution at • a place and fax number for the receipt of the immediately preceding annual general meeting proxy appointments. or at a general meeting held since that annual Notwithstanding anything express or implied in general meeting, or, if an annual general meeting

The notice shall specify:

• whether (as the Jersey Companies Law requires) the meeting is an annual general meeting;
• the place, the date and the time of the meeting;
• the general nature of the business to be dealt with at the meeting;
• if the meeting is convened to consider a special resolution, the intention (as the Jersey Companies Law requires) to propose the resolution as such; and

Right	Centamin Position (Application of Australian law)	New Centamin Position (Application of Jersey law)
	(as the Jersey Companies Law requires) with reasonable prominence, that a shareholder entitled to attend and vote may appoint one or more proxies to attend and, on a show of hands or on a poll, vote instead of him and that a proxy need not also be a Member and that the proxy or proxies may exercise the Member's right to speak at the meeting.
Business at shareholders' meetings	Centamin's constitution provides that no Shareholder is, as regards any business other than certain defined business transacted at the annual general meeting, at liberty to move at any meeting any resolution not previously approved by the Directors unless the Shareholder has given notice in writing of the intention to move such resolution at the meeting by leaving such notice and a signed copy of the resolution at Centamin's offices not less than 2 months prior to the date of the meeting.	New Centamin's Articles provide that at a meeting no business may be transacted except that proposed by the board or stated by the relevant requisition. There is no other manner in which shareholders may propose a resolution other than by way of requisition as set out above.
	Under the Corporations Act, the following Shareholders may give Centamin notice of a resolution that they propose to move at a general meeting: • Shareholders with at least 5% of the votes that may be cast on the resolution; or
	• at least 100 members who are entitled to vote at a general meeting. The resolution is to be considered at the next general meeting that occurs more than 2 months after the notice is given.
Shareholders' resolutions	Under the Corporations Act, an ordinary resolution is to be passed by a majority of votes cast by those present and voting.	Under the Jersey Companies Law an ordinary resolution is to be passed by a majority of votes cast by those present and voting.
	Under the Corporations Act, a special resolution is passed by 75% of the votes cast by members entitled to vote on the resolution. Approval by special resolution of Shareholders is required for actions such as modifying or repealing Centamin's constitution, changing Centamin's name or type, selectively reducing or buying back capital (in some circumstances), giving financial assistance in connection with the acquisition of Shares in Centamin, and undertaking a voluntary winding up	Under Jersey Companies Law a special resolution requires two thirds of the members to vote in favour of the resolution (unless the articles of association specify a greater majority—in which case the greater majority stated in the articles will be required). New Centamin's Articles specify a majority of 75%. Approval by special resolution of shareholders is required for actions such as amending New Centamin's Articles, changing New Centamin's name or company type, reducing or buying back capital (in

D-14

of Centamin. some circumstances), and undertaking a voluntary

winding up of New Centamin.

Right Centamin Position (Application of Australian law) New Centamin Position (Application of Jersey law)

Derivative Under the common law, Shareholders do not have There is no statutory right to bring a derivative actions the right to bring a common law action on behalf of action under Jersey law. Centamin.

Under the Corporations Act, a statutory derivative the common law.

• bring the proceedings or properly take

• • at least 14 days before making the particular where:
• it is otherwise appropriate for the court to where it would be unfair not to allow a

Relief from Under the Corporations Act, any Shareholder can A shareholder of New Centamin may apply to the oppression apply for an order from the court in cases of Jersey courts for an order that New Centamin's conduct which is either contrary to the interests of affairs are being or have been conducted in a Shareholders as a whole, or oppressive to, unfairly manner which is unfairly prejudicial to the interests prejudicial to, or unfairly discriminatory against, any of its shareholders generally or of some part of its Shareholders in their capacity as a Shareholder, or shareholders (including at least the shareholder) or themselves in a capacity other than as a that an actual or proposed act or omission of New Shareholder. Former Shareholders can also bring an Centamin (including an act or omission on its action if it relates to the circumstances in which they behalf) is or would be so prejudicial. ceased to be a Shareholder.

The right to bring derivative actions is governed by

action may be instituted by a Shareholder, former The Jersey common law on derivative actions is Shareholder or person entitled to be registered as a based on the position under English law prior to the Shareholder, of Centamin. In all cases, leave of the introduction of the Companies Act 2006 (UK). Prior court is required. to the introduction of the Companies Act 2006 (UK) Such leave will be granted if: the common law concept of the derivative action developed from the rule in Foss v Harbottle (1843) • it is probable that Centamin will not itself 67 ER 189.

responsibility for them; The rule in Foss v Harbottle provides that if any wrong is done to the company (e.g. if the directors • the applicant is acting in good faith; have acted in breach of duty in some way), then the • it is in the best interests of Centamin; proper claimant in any legal action for breach of such duty is the company itself. However, in • there is a serious question to be tried; and exceptional situations a minority shareholder is permitted to bring a derivative action in the • either: company's name, and on the company's behalf, in

• application, the applicant gave written the majority cannot ratify what has been done notice to Centamin of the intention to (eg where the company acts illegally or where apply for leave and of the reasons for a resolution has been improperly passed); or applying; or
• grant leave. derivative action (eg where there exists fraud on the minority or unfairly prejudicial conduct of the directors or the majority shareholder(s).

A petitioner must be able to establish a prima facie case on the facts that the company is entitled to the relief claimed and that the action falls within the proper boundaries on the exception to the rule in Foss v Harbottle.

However, the Jersey courts have previously suggested that a derivative action may not be available when there is an alternative remedy available, even if the relevant action would otherwise fall within one of the exceptions to the rule in Foss v Harbottle.

Inspection of Under Centamin's constitution, the Directors may Under the Jersey Companies Law, the register of records determine whether and to what extent and at what members shall during business hours be open to the times and places and under what conditions inspection of a shareholder without charge. Centamin's accounting records and other documents Under the Jersey Companies Law, the books and records are open to the inspection of containing the minutes of a general meeting or of Shareholders.

• business hours be open to the inspection of a other than a Director, has any right of shareholder without charge. inspecting any of Centamin's accounts, books or documents except as provided by law or Under New Centamin's Articles, the board of
• is entitled to inspect any of Centamin's books, record or other document except if that right is so far as such inspection is expressly authorised by the board of directors or by an ordinary resolution. authorised by the Corporations Act.

Under the Corporations Act, a Shareholder of Centamin must obtain a court order to obtain access to Centamin's books and records.

Takeovers

Takeovers The Corporations Act restricts the acquisition by any The UK City Code on Takeovers and Mergers will person of a ''relevant interest'' in ''voting shares'' of apply to New Centamin because the UK Takeover Centamin where, because of that transaction, that Panel has statutory standing in Jersey. Under Rule 9 person's voting power or someone else's ''voting of the UK City Code on Takeovers and Mergers: power'' in Centamin increases above 20% (or, where • if any person acquires (together with persons the person's voting power was already above 20% ''acting in concert'' with him or her) an and below 90%, the person's ''voting power'' interest in shares carrying more than 30% of increases in any way at all). the voting rights in a company; or

There is an exception from these restrictions where • if a person whose interest (including persons the shares are acquired under takeover offers made ''acting in concert'') is between 30% and 50% under the Corporations Act to all shareholders increases his or her (or their) stake, (which must be on the same terms for all shareholders (subject to minor exceptions) and such person shall, subject to limited exceptions, be which must comply with the timetable and disclosure required to make an offer for all shares in the requirements of the Corporations Act). The purpose relevant class. of these provisions is to attempt to ensure that Jersey Companies Law contains provisions dealing shareholders in the target company have a with takeover offers and their conduct including reasonable and equal opportunity to share in any premium for control and that they are given ''squeeze out'' provisions set out at articles 116 to reasonable time and enough information to assess 123 of the Jersey Companies Law whereby an offeror can, following any offer, compulsorily the merits of the proposal.

Right Centamin Position (Application of Australian law) New Centamin Position (Application of Jersey law)

any class of members shall be kept at New No Shareholder: Centamin's registered office and shall during

authorised by the Directors or by Centamin in directors shall ensure that accounting records are general meeting; kept in accordance with the Jersey Companies Law. The accounting records shall be kept at New • is entitled to require or receive any Centamin's registered office or, subject to the Jersey information concerning Centamin's business, Companies Law, at another place decided by the trading or customers, or any of Centamin's board of directors and shall be available during trade secrets or secret processes, beyond such business hours for the inspection of the directors information as to Centamin's accounts and and other officers, which for this purpose includes business as is required under the constitution the secretary of New Centamin. No member (other or the Corporations Act to be laid before than a director or other officer (including the Shareholders in general meeting; or secretary)) has the right to inspect an accounting papers, correspondence, or documents, except conferred by the Jersey Companies Law or he is

purchase the shares of shareholders who have not accepted the offer if the offeror has achieved acceptances from 90% of the offerees.

Right	Centamin Position (Application of Australian law)	New Centamin Position (Application of Jersey law)
Winding Up
Winding up	Centamin's constitution states that if Centamin is wound up, the liquidator with the sanction of a special resolution, may: • divide amongst the Shareholders in kind the whole or any part of Centamin's assets (whether they consist of property of the same kind or not) and may for that purpose set such value as he or she deems fair upon any	New Centamin's Articles states that if New Centamin is wound up, New Centamin may, with the sanction of a special resolution and any other sanction required by the Jersey Companies Law, divide the whole or any part of the assets of New Centamin among the shareholders in specie provided that no shareholder shall be compelled to accept any assets upon which there is a liability.

the contributories as the liquidator thinks fit

property to be divided and may determine how On return of assets on liquidation or capital the division is to be carried out as between reduction or otherwise, the assets of New Centamin Shareholders or different classes of remaining after payment of its liabilities shall subject Shareholders; or to the rights of the shareholders of other classes of shares, be applied to the shareholders of ordinary • vest the whole or any part of any such assets shares equally pro rata to their holdings of ordinary in trustees upon such trusts for the benefit of New Centamin Shares.

but so that no Shareholder is compelled to Under Jersey law, the two procedures for dissolving accept any Shares or other securities on which a Jersey company are winding up and desastre. A ´ there is any liability. concept such as administration does not exist under Jersey law (nor does receivership). The concept of a winding up is broadly similar to that under Australian law, except that under Jersey law, a winding up may only be commenced by the Jersey company and not by one of its creditors. If the company is solvent the winding up will be a summary winding up. If the company is insolvent, the winding up will be a creditors' winding up. A creditor wishing to dissolve a Jersey company would need to seek to have the company's property declared en desastre (literally meaning ''in disaster'') ´ by a Jersey court. If the company's property is declared en desastre, all of the powers and property ´ of the company (whether present or future and whether situated in Jersey or elsewhere) are vested in the Viscount (an officer of the court). The role of the Viscount is similar to that of a liquidator. The Viscount's principal duty is to act for the benefit of the company's creditors. He is not under an obligation to call any creditors' meetings, although he may do so.

Accounts and Auditors

Accounts Centamin's constitution provides that Centamin New Centamin's Articles provide that New must comply with the Corporations Act with respect Centamin must comply with the Jersey Companies to accounts. Law with respect to accounts.

Under the Corporations Act, Centamin is required Therefore, New Centamin must keep accounting to prepare a financial report each year, consisting of records that are sufficient to show and explain its a financial statement, notes to the financial transactions, and such records must be such as to: statements and the Director's declaration about the • disclose with reasonable accuracy, at any time, financial statements and notes. The financial report the financial position of the company at that must comply with the Australian accounting time; and standards.

• enable the directors to ensure that any accounts prepared by the company comply with the requirements of Jersey Companies Law.

The directors of New Centamin must prepare accounts for a period of not more than 18 months:

• beginning on the date the company was incorporated; or
• if the company has previously prepared a profit and loss account, beginning at the end of the period covered by the most recent accounts. Accounts must be prepared in accordance with generally accepted accounting principles (GAAP) for any of the following: Canada, China, India, IFRS, Japan, South Korea, the United Kingdom and the US.

New Centamin's accounts must be approved by the directors and signed on their behalf by one of them.

Unless the Shareholders otherwise resolve by ordinary resolution, New Centamin need only produce consolidated accounts for its group.

removed and their duties will be regulated in company, must be prepared, examined and reported general meeting of New Centamin together with a Under the Corporations Act, Shareholders are copy of any auditor's report on them. Such actions required to approve the appointment of Centamin's must be taken within 7 months after the end of the auditors at the first annual general meeting after the financial period of New Centamin covered by the auditor's appointment by the Board. accounts.

Any auditor must qualify as a ''recognised auditor'' for the purposes of the Jersey Companies Law.

New Centamin's Articles provide that Centamin's auditors will be appointed or elected, may be removed and their duties will be regulated in accordance with the Jersey Companies Law.

Under the Jersey Companies Law, shareholders are required to approve the appointment of New Centamin's auditors at the first annual general meeting after the auditors appointment by the board.

Auditors Centamin's constitution provides that Centamin's Under the Jersey Companies law, the accounts for a auditors will be appointed or elected, may be financial period of New Centamin, as a public accordance with the Corporations Act. upon by an auditor and must be laid before a

Right Centamin Position (Application of Australian law) New Centamin Position (Application of Jersey law)

Related Party Transactions

Related party The Corporations Act requires that Centamin obtain There are no specific provisions under Jersey transactions Shareholder approval to give a financial benefit to a Companies Law in respect of related party related party of Centamin. Shareholder approval is transactions (but directors' duties apply). not required in certain circumstances, such as where New Centamin will be subject to the UK Listing the financial benefit is:

• given on arm's length terms; Centamin currently is.
• reasonable remuneration given to, or reimbursement of expenses incurred by, an officer or employee of Centamin, an entity Centamin controls, an entity that controls Centamin or an entity that is controlled by an entity that controls Centamin;
• indemnities, exemptions, insurance premiums and payment of legal costs for Centamin officers;
• small amounts given to a related entity;
• a benefit for or by a closely held subsidiary; or
• a benefit given to a related party in their capacity as a Shareholder and the giving of the benefit does not discriminate unfairly against the other Shareholders.

Registered Office and Notices

Registered office Centamin's constitution provides that Centamin's Jersey Companies Law provides that New Centamin as the Board may from time to time determine. which all communications and notices may be

Notices Under New Centamin's constitution, subject to the Under New Centamin's Articles, if a New Centamin terms of the constitution, a notice may be served by shareholder has a registered address outside Jersey Centamin upon any Shareholder either personally or and the UK but has notified New Centamin of an by sending it by post addressed to such Shareholder address in Jersey or the UK (as the case may be) at at the address entered in the Share Register or the which notices or other documents may be validly address, facsimile number or electronic address given to him or her, or an address to which notices supplied by him for the giving of notices to him or may be given by electronic communication in in any other way allowed under the Corporations accordance with New Centamin's Articles, he or she Act. is entitled to have notices given to him at that

Rules in respect of related party transactions, just as

registered office shall be at such a place in Australia shall at all times have a registered office in Jersey to addressed.

address, but otherwise no such person is entitled to receive a notice or other document from New Centamin.

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Annexure E

SCHEME MEETING NOTICE

CENTAMIN EGYPT LIMITED

ABN 86 007 700 352

Notice of Court Ordered Scheme Meeting of Shareholders

Notice is given that in accordance with an order of the Supreme Court of Western Australia (Court), made on 11 November 2011 pursuant to section 411(1) of the Corporations Act 2001 (Cth), a meeting of holders of ordinary shares (Shareholders) of Centamin Egypt Limited (Centamin) will be held at Blake Dawson's offices, Level 32, Exchange Plaza, 2 The Esplanade, Perth, Western Australia on 14 December 2011 at 10.30 am (AWST).

Business of the Scheme Meeting

Resolution

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

''That, pursuant to and in accordance with section 411 of the Corporations Act 2001 (Cth), the scheme of arrangement between Centamin and its Shareholders which is set out in Annexure B of the Scheme Booklet of which the notice convening this meeting forms part, is agreed to (with or without modification) as approved by the Supreme Court of Western Australia.''

The contents and the sending of this Scheme Meeting Notice have been approved on behalf of the Board.

Dated 11 November 2011

BY ORDER ON BEHALF OF THE BOARD OF DIRECTORS

9NOV201104585260

Christopher Aujard General Counsel and Company Secretary

Notice of Court Ordered Scheme Meeting of Shareholders—Explanatory Notes

Glossary

Capitalised terms in this notice not otherwise defined in this notice have the same meaning as set out in the Definitions and Interpretation section of the Scheme Booklet.

Purpose

The purpose of the Scheme Meeting is to consider and, if thought fit, agree to a scheme of arrangement (with or without modification) to be made between Centamin and the Scheme Participants pursuant to Part 5.1 of the Corporations Act. The Scheme is proposed to be made in the form of the scheme set out in Annexure B of the Scheme Booklet of which this notice forms part.

The Court has directed that Josef El-Raghy is to act as Chairman of the Scheme Meeting.

Voting and requisite majorities

The resolution to approve the Scheme must be passed at the Scheme Meeting by:

• unless the Court orders otherwise, more than 50% of Shareholders, who are present and voting on the resolution, either in person or by proxy, attorney or (in the case of corporate shareholders) a body corporate representative; and
• at least 75% of the total number of votes cast by Shareholders on the resolution either in person or by proxy, attorney or (in the case of corporate shareholders) a body corporate representative.

The vote will be conducted by poll.

Entitlement to vote

Each Shareholder who is registered on the Share Register at 7.00 pm (AWST) on 12 December 2011 is entitled to attend and vote in person, by proxy, attorney or (in the case of corporate shareholders) a body corporate representative at the Scheme Meeting.

DI Holders who wish to attend the Scheme Meeting and vote in person must ask the Depositary to appoint them as its representative. A letter of representation can be obtained from the Depositary. See section 3.6 of the Scheme Booklet for further details.

Canadian Beneficial Holders who are not registered as Shareholders but who wish to attend and vote at the Scheme Meeting, should read section 3.7 of the Scheme Booklet for directions on how to vote.

Each Shareholder is entitled to one vote for each fully paid Share held.

If a Share is jointly held, only one of the Shareholders is entitled to vote. If more than one Shareholder votes a jointly held Share, only the vote of the Shareholder whose name appears first on the Share Register will be counted.

To vote in person at the Scheme Meeting, Shareholders must attend the Scheme Meeting at Blake Dawson's offices, Level 32, Exchange Plaza, 2 The Esplanade, Perth, Western Australia on 14 December 2011 at 10.30 am (AWST).

Proxies

Shareholders who are unable to attend and vote at the Scheme Meeting are entitled to appoint a proxy. A Shareholder who is entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise. To appoint a proxy, Shareholders are required to complete and return the enclosed Scheme Meeting proxy form. A proxy need not be a Shareholder.

Each completed proxy form (including any power of attorney under which it is signed) for the Scheme Meeting must be completed and lodged in one of the following ways:

Australian Registry

Centamin Egypt Limited C/- Computershare Investor Services Pty Ltd Level 2, 45 St Georges Terrace Perth Western Australia 6000 Australia

Fax (within Australia): 1800 783 447 Fax (outside Australia): + 61 3 9473 2555

United Kingdom Depositary

Centamin Egypt Limited C/- Computershare Investor Services PLC The Pavilions Bridgwater Road Bristol BS13 8AE United Kingdom

Fax: + 44 870 703 6101

Canada

Centamin Egypt Limited C/- Computershare Investor Services Inc 9th Floor, 100 University Avenue Toronto Ontario ONM5J 2Y1 Canada

Fax: + 1 866 249 7775

Validly completed proxy forms must be received at an address above no later than 10.30 am (AWST) on 12 December 2011. In the case of proxy forms completed by an individual or a corporation under a power of attorney, the original or a certified copy of the power of attorney under which the proxy form is signed must also be received at an address above no later than 10.30 am (AWST) on 12 December 2011.

Further details in relation to proxies are set out in section 3.5 of the Scheme Booklet.

Joint Holders

If two or more persons are registered as joint holders of any Share, only one of such holders shall be entitled to vote at the Scheme Meeting either personally or by proxy, attorney or corporate representative in respect of such Share as if he or she were solely entitled to it.

If more than one of such joint holders is present at the Scheme Meeting personally or by proxy, attorney or corporate representative and seeks to vote, then that one of the Shareholders so present whose name stands first on the Share Register and no other shall be entitled to vote in respect of such Share.

Corporate Representatives

Any corporate representative wishing to appoint a person to act as its representative at the meeting may do so by providing that person with:

• (a) a letter or certificate, executed in accordance with the corporate Shareholder's constitution, authorising that person as the corporate Shareholder's representative at the meeting; or
• (b) a copy of the resolution appointing the person as the corporate Shareholder's representative at the meeting, certified by a secretary or director of the corporate Shareholder.

Court approval

The Scheme (with or without modification) is subject to subsequent approval by the Court. If the resolution put to the Scheme Meeting is approved by the Requisite Majority, Centamin intends to apply to the Court for an order to give effect to the Scheme.

(This page has been left blank intentionally.)

Annexure F

EGM NOTICE

CENTAMIN EGYPT LIMITED ABN 86 007 700 352

NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS AND MANAGEMENT INFORMATION CIRCULAR AND FORM OF PROXY

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 Egypt Limited, 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 is given that a general meeting of the holders of ordinary shares (Shareholders) in Centamin Egypt Limited (Centamin) will be held at Blake Dawson's offices, Level 32, Exchange Plaza, 2 The Esplanade, Perth, Western Australia on 14 December 2011 at 11.00 am (AWST) or as soon thereafter as the Scheme Meeting is concluded or adjourned.

Business of Extraordinary General Meeting

Resolution 1—Adoption by New Centamin of the New Centamin Employee Share Option Plan

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

''That the New Centamin Employee Share Option Plan, the rules of which are summarised in Attachment 1 to this EGM Notice, be hereby approved for adoption by New Centamin prior to its admission to the Official List and to trading on the Main Market of the LSE and listing on the TSX.''

Resolution 2—Amendment of Executive Director LFS Plan

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

''That the rules of the Executive Director LFS Plan, as summarised in Part A of Attachment 2, be amended as summarised in Part B of Attachment 2 to this EGM Notice.''

Resolution 3—Amendment of Employee LFS Plan

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

''That the rules of the Employee LFS Plan, as summarised in Part A of Attachment 3, be amended as set out in Part B of Attachment 3 to this EGM Notice.''

Resolution 4—Adoption by New Centamin of the New Centamin Executive Director LFS Plan

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

''That, conditional on the passing of resolution 2, the New Centamin Executive Director LFS Plan, the rules of which are identical to those of the Executive Director LFS Plan, as summarised in Part A of Attachment 2 to this EGM Notice, save:

• as amended pursuant to resolution 2; and
• with the definition of ''Company'' in rule 1.1 amended to refer to New Centamin,

be hereby approved for adoption by New Centamin prior to its admission to the Official List and to trading on the Main Market of the LSE and listing on the TSX.''

Resolution 5—Adoption by New Centamin of the New Centamin Employee LFS Plan

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

''That, conditional on the passing of resolution 3 the New Centamin Employee LFS Plan, the rules of which are identical to those of the Employee LFS Plan, as summarised in Part A of Attachment 3 to this EGM Notice, save:

• as amended pursuant to resolution 3; and
• with the definition of ''Company'' in rule 1.1 amended to refer to New Centamin,

be hereby approved for adoption by New Centamin prior to its admission to the Official List and to trading on the Main Market of the LSE and listing on the TSX.''

Notice of Extraordinary General Meeting of Shareholders—Notes

Glossary

Capitalised terms in this notice not otherwise defined in this notice have the same meaning as set out in the Definitions and Interpretation section of the Scheme Booklet.

Voting and requisite majorities

The resolutions must be passed at the General Meeting by more than 50% of Shareholders, who are present and voting on the resolution, either in person or by proxy, attorney or (in the case of corporate shareholders) a body corporate representative.

All votes at the EGM will be counted by a show of hands unless a poll is demanded (before the vote on the relevant resolution is taken or before or immediately after the declaration of the result of the show of hands). A poll may be demanded by:

• (i) the chairperson of the EGM;
• (ii) at least five Shareholders present having the right to vote at the EGM; or
• (iii) any Shareholder or Shareholders present in person or otherwise representing not less than 5% of the total voting rights of all the Shareholders entitled to vote on the relevant resolution.

Entitlement to vote

Each Shareholder who is registered on the Share Register at 7.00 pm (AWST) on 12 December 2011 is entitled to attend and vote in person, by proxy, attorney or (in the case of corporate shareholders) a body corporate representative at the EGM.

DI Holders who wish to attend the EGM and vote in person must ask the Depositary to appoint them as its representative. A letter of representation can be obtained from the Depositary. See section 3.6 of the Scheme Booklet for further details.

Canadian Beneficial Holders who are not registered as Shareholders but who wish to attend and vote at the EGM, should read section 3.7 of the Scheme Booklet for directions on how to vote.

Each Shareholder is entitled to one vote for each fully paid Share held.

To vote in person at the EGM, Shareholders must attend the EGM at Blake Dawson's offices, Level 32, Exchange Plaza, 2 The Esplanade, Perth, Western Australia on 14 December 2011 at 11.00 am (AWST) or as soon thereafter as the Scheme Meeting is concluded or adjourned.

Proxies

Shareholders who are unable to attend and vote at the EGM are entitled to appoint a proxy. A Shareholder who is entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise. To appoint a proxy, Shareholders are required to complete and return the enclosed proxy form. A proxy need not be a Shareholder.

Each completed proxy form (including any power of attorney under which it is signed) for the EGM must be completed and lodged in one of the following ways:

Australian Registry

Centamin Egypt Limited C/- Computershare Investor Services Pty Ltd Level 2, 45 St Georges Terrace Perth Western Australia 6000 Australia

Fax (within Australia): 1800 783 447 Fax (outside Australia): + 61 3 9473 2555

United Kingdom Depositary

Centamin Egypt Limited C/- Computershare Investor Services PLC The Pavilions Bridgwater Road Bristol BS13 8AE United Kingdom

Fax: + 44 870 703 6101

Canadian Registry

Centamin Egypt Limited C/- Computershare Investor Services Inc 9th Floor, 100 University Avenue Toronto Ontario ONM5J 2Y1 Canada

Fax: + 1 866 249 7775

Validly completed proxy forms must be received at an address above no later than 10.30 am (AWST) on 12 December 2011. In the case of proxy forms completed by an individual or a corporation under a power of attorney, the original or a certified copy of the power of attorney under which the proxy form is signed must also be received at an address above no later than 10.30 am (AWST) on 12 December 2011.

Further details in relation to proxies are set out in section 3.5 of the Scheme Booklet.

Joint Holders

If two or more persons are registered as joint holders of any Share, only one of such holders shall be entitled to vote at the EGM either personally or by proxy, attorney or corporate representative in respect of such Share as if he or she were solely entitled to it.

If more than one of such joint holders is present at the EGM personally or by proxy, attorney or corporate representative and seeks to vote, then that one of the Shareholders so present whose name stands first on the Share Register and no other shall be entitled to vote in respect of such Share.

Corporate Representatives

Any corporate representative wishing to appoint a person to act as its representative at the meeting may do so by providing that person with:

• (a) a letter or certificate, executed in accordance with the corporate Shareholder's constitution, authorising that person as the corporate Shareholder's representative at the meeting; or
• (b) a copy of the resolution appointing the person as the corporate Shareholder's representative at the meeting, certified by a secretary or director of the corporate Shareholder.

Recommendation

The Directors consider that all the proposals to be considered at the EGM are in the best interests of Centamin and its Shareholders as a whole and are most likely to promote the success of Centamin for the benefit of its Shareholders as a whole. The Directors unanimously recommend that you vote in favour of all the proposed resolutions.

By Order on behalf of the Board

9NOV201104585260

Christopher Aujard General Counsel and Company Secretary 11 November 2011

EXPLANATORY NOTES TO SHAREHOLDERS

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

MANAGEMENT INFORMATION CIRCULAR

for the Extraordinary General Meeting of Shareholders to be held at Blake Dawson's offices, Level 32, Exchange Plaza, 2 The Esplanade, Perth, Western Australia commencing on 14 December 2011 at 11.00 am (AWST).

GLOSSARY

Capitalised terms in this notice not otherwise defined in this notice have the same meaning as set out in the Definitions and Interpretation section of the Scheme Booklet.

PROXIES

Solicitation of Proxies

This management information circular is furnished in connection with the solicitation, by or on behalf of the management of Centamin, of proxies to be used at the EGM of the Shareholder to be held on 14 December 2011 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 Centamin without special compensation, or by Centamin's transfer agent, Computershare. The cost of solicitation will be borne by Centamin at a nominal cost.

Appointment of Proxyholder

The person(s) designated by management of Centamin in the enclosed form of proxy as chairman of the EGM is a director of Centamin. Each Shareholder has the right to appoint as proxyholder a person (who need not be a Shareholder of Centamin) other than the person(s) designated by the management of Centamin in the enclosed form of proxy to attend and act on the Shareholder's behalf at EGM or at any adjournment thereof. Such right may be exercised by inserting the name of the person in the blank space provided in the enclosed form of proxy or by completing another form of proxy.

In the case of registered Shareholders, the completed, dated and signed form of proxy should be sent to any one of the following:

Australian Registry

Centamin Egypt Limited C/- Computershare Investor Services Pty Ltd GPO Box 242 Melbourne Victoria 3001 Australia

Fax: (within Australia): 1800 783 447 (outside Australia): + 61 3 9473 2555

United Kingdom Depositary

Centamin Egypt Limited C/- Computershare Investor Services PLC The Pavilions Bridgwater Road Bristol BS13 8AE United Kingdom

Fax: + 44 870 703 6101

Canadian Registry

Centamin Egypt Limited C/- Computershare Investor Services Inc 9th Floor, 100 University Avenue Toronto Ontario ONM5J 2Y1 Canada

Or alternatively, the completed, dated and signed form of proxy may be directed to the Company Secretary at Centamin's registered office, located at 57 Kishorn Road, Mount Pleasant, Western Australia 6153, Australia, or facsimile + 61 8 9316 2650.

In the case of non-registered Shareholders who receive these materials through their broker or other intermediary, the Shareholder should complete and send the form of proxy in accordance with the instructions provided by their broker or other intermediary. To be effective, a proxy must be received by Computershare or the Company Secretary not later than 10.30 am (AWST) on 12 December 2011, or in the case of any adjournment of the EGM, not less than 48 hours, Saturdays, Sundays and Western Australian public holidays excepted, prior to the time of the adjournment.

Revocation of Proxy

A Shareholder who has given a proxy may revoke it by depositing an instrument in writing signed by the Shareholder or by the Shareholder's attorney, who is authorised in writing, or by transmitting, by telephonic or electronic means, a revocation signed by electronic signature by the Shareholder or by the Shareholder's attorney, who is authorised in writing, to or at Centamin's registered office at any time up to and including the last business day preceding the day of the EGM, or in the case of any adjournment of EGM, the last business day preceding the day of the adjournment, or with the chairman of the EGM on the day of, and prior to the start of, the EGM or any adjournment thereof. A Shareholder may also revoke a proxy in any other manner permitted by law.

Voting of Proxies

On any ballot that may be called for, the Shares represented by a properly executed proxy given in favour of the person(s) designated by Centamin's management in the enclosed form of proxy 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 Shares will be voted accordingly.

The enclosed form of proxy confers discretionary authority upon the persons named therein with respect to amendments or variations to matters identified in the accompanying EGM Notice, and with respect to other matters which may properly come before the EGM or any adjournment thereof. As of the date of this EGM Notice, Centamin's management is not aware of any such amendment, variation or other matter to come before the EGM. However, if any amendments or variations to matters identified in the accompanying EGM Notice or any other matters which are not now known to management should properly come before the EGM or any adjournment thereof, the Shares represented by properly executed proxies given in favour of the person(s) designated by Centamin's management in the enclosed form of proxy will be voted on such matters pursuant to such discretionary authority.

VOTING SHARES

Voting Shares

As at the date of this EGM Notice, Centamin had 1,095,297,381 Shares outstanding, each carrying the right to one vote per Share.

Except as otherwise noted in this EGM Notice, a simple majority of the votes cast at the EGM, whether in person, by proxy or otherwise, will constitute approval of any matter submitted to a vote.

Record Date

The Board fixed 12 December 2011 as the record date for the EGM. As noted above, in accordance with the Corporations Regulations, the Board has determined that Shareholders entitled to attend and vote at the EGM shall be those persons who are recorded in the Share Register at 7.00 pm (AWST) on 12 December 2011 and share transfers registered after that time will be disregarded in determining entitlements to attend and vote at the EGM.

Persons who become registered as Shareholders of Shares at any time after the record date and on or before the time and date referred to in the preceding paragraph shall be entitled to receive from Centamin a copy of the EGM Notice and this EGM Notice on request to the appropriate share registry.

Principal Shareholders

To the knowledge of the Directors and executive officers of Centamin, as at the date of this report, no person beneficially owned, directly or indirectly, or exercised control or direction over, more than 10% of the voting rights attached to the outstanding Shares.

MATTERS TO BE ACTED UPON AT MEETING

Resolution 1—Adoption by New Centamin of the New Centamin ESOP

At the EGM, Shareholder approval is being sought for New Centamin to adopt the New Centamin ESOP, to operate as a means of incentivising employees and executives of the Group following the Reincorporation.

Some of Centamin's senior management are resident in the UK. The LFS Plans are not appropriate for UK tax residents and therefore New Centamin is proposing the introduction of the New Centamin ESOP, a traditional share option plan. The purpose of the New Centamin ESOP is to allow these UK employees to participate in the growth in the value of New Centamin on a similarly, but no more beneficially, basis than other New Centamin employees who participate in the New Centamin LFS Plans.

It is the current intention that awards under the proposed New Centamin ESOP will be made to two current Centamin executives. The New Centamin ESOP is not open to directors and benefits under the plan are not pensionable.

The New Centamin ESOP will be formally adopted by New Centamin prior to the Implementation Date.

If the New Centamin ESOP is approved by Shareholders, the New Centamin ESOP shall come into effect and the ESOP shall remain dormant within Centamin. All existing Options granted under the ESOP will either be exercised or lapse prior to the Implementation Date.

The terms of the New Centamin ESOP are summarised in Attachment 1 to this EGM Notice. A full copy of the New Centamin ESOP will be made available:

• free of charge to any Shareholder who so requests it by calling Centamin's information line on:
• UK Registry: + 44 870 889 3268 between 8.00 am to 5.00 pm (GMT) Monday to Friday;
• Australian Registry: 1300 582 970 (within Australia) or +61 3 9415 4826 (outside Australia) between 8.30 am to 5.00 pm (AEDT) Monday to Friday; or
• Canadian Registry: 1 800 564 6853 between 8.00 am to 8.30 pm (EST) Monday to Friday;
• for inspection at Centamin's registered office at 57 Kishorn Road, Mount Pleasant, Western Australia, 6153 from the date of this EGM Notice until the date of the EGM;
• for inspection at the offices of Charles Russell LLP at 5 Fleet Place, London EC4M 7RD from the date of this EGM Notice until the date of the EGM; and
• for inspection at the EGM venue itself for at least 15 minutes prior to the EGM until the end of the EGM.

In the absence of a contrary instruction, the person(s) designated by management of Centamin in the enclosed form of proxy intend to vote FOR the ordinary resolution approving the adoption by New Centamin of the New Centamin ESOP, unless the Shareholder who has given the proxy has directed that the Shares represented thereby be voted against such resolution. In order to be effective, this resolution must be approved by a simple majority of the votes cast by the shareholders at the EGM in person or by proxy.

Resolution 2—Amendment of Executive Director LFS Plan

The Board is seeking approval from Shareholders in order to amend the terms of the Executive Director LFS Plan to facilitate the substitution of Shares issued under the Executive Director LFS Plan for New Centamin Shares. The Executive Director LFS Plan participants' shareholdings in Centamin under the Executive Director LFS Plan will be substituted for an equivalent shareholding in New Centamin pursuant to the Reincorporation.

A summary of the Executive Director LFS Plan is set out in Part A of Attachment 2 to this EGM Notice. The Board is proposing to amend the Executive Director LFS Plan as set out in Part B of Attachment 2.

The Executive Director LFS Plan will eventually be terminated, once all participant loans have been repaid and all shares held under it have been transferred to participants.

A full copy of the Executive Director LFS Plan, as amended, will be made available :

• free of charge to any Shareholder who so requests it by calling Centamin's information line on:
• UK Registry: + 44 870 889 3268 between 8.00 am to 5.00 pm (GMT) Monday to Friday;
• Australian Registry: 1300 582 970 (within Australia) or +61 3 9415 4826 (outside Australia) between 8.30 am to 5.00 pm (AEDT) Monday to Friday; or
• Canadian Registry: 1 800 564 6853 between 8.00 am to 8.30 pm (EST) Monday to Friday;
• for inspection at Centamin's registered office at 57 Kishorn Road, Mount Pleasant, Western Australia, 6153 from the date of this EGM Notice until the date of the EGM;
• for inspection at the offices of Charles Russell LLP at 5 Fleet Place, London EC4M 7RD from the date of this EGM Notice until the date of the EGM; and
• for inspection at the EGM venue itself for at least 15 minutes prior to the EGM until the end of the EGM.

In the absence of a contrary instruction, the person(s) designated by management of Centamin in the enclosed form of proxy intend to vote FOR the ordinary resolution approving the amendment of the Executive Director LFS Plan, unless the Shareholder who has given the proxy has directed that the Shares represented thereby be voted against such resolution. In order to be effective, this resolution must be approved by a simple majority of the votes cast by the shareholders at the EGM in person or by proxy.

Resolution 3—Amendment of Employee LFS Plan

The Board is seeking approval from Shareholders in order to amend the terms of the Employee LFS Plan to facilitate the substitution of Shares issued under the Employee LFS Plan for New Centamin Shares. The Employee LFS Plan participants' shareholding in Centamin under the Employee LFS Plan will be substituted for an equivalent shareholding in New Centamin pursuant to the Reincorporation.

A summary of the Employee LFS Plan is set out in Part A of Attachment 3 to this EGM Notice. The Board is proposing to amend the Employee LFS Plan as set out in Part B of Attachment 3.

The Employee LFS Plan will eventually be terminated, once all participant loans have been repaid and all shares held under it have been transferred to participants.

A full copy of the Employee LFS Plan, as amended, will also be made available:

• free of charge to any Shareholder who so requests it by calling Centamin's information line on:
• UK Registry: + 44 870 889 3268 between 8.00 am to 5.00 pm (GMT) Monday to Friday;
• Australian Registry: 1300 582 970 (within Australia) or +61 3 9415 4826 (outside Australia) between 8.30 am to 5.00 pm (AEDT) Monday to Friday; or
• Canadian Registry: 1 800 564 6853 between 8.00 am to 8.30 pm (EST) Monday to Friday;
• for inspection at Centamin's registered office at 57 Kishorn Road, Mount Pleasant, Western Australia, 6153 from the date of this EGM Notice until the date of the EGM;
• for inspection at the offices of Charles Russell LLP at 5 Fleet Place, London EC4M 7RD from the date of this EGM Notice until the date of the EGM; and
• for inspection at the EGM venue itself for at least 15 minutes prior to the EGM until the end of the EGM.

In the absence of a contrary instruction, the person(s) designated by management of Centamin in the enclosed form of proxy intend to vote FOR the ordinary resolution approving the amendment of the Employee LFS Plan, unless the Shareholder who has given the proxy has directed that the Shares represented thereby be voted against such resolution. In order to be effective, this resolution must be approved by a simple majority of the votes cast by the shareholders at the EGM in person or by proxy.

Resolution 4—Adoption by New Centamin of the New Centamin Executive Director LFS Plan

At the EGM, Shareholder approval is being sought for New Centamin to adopt the New Centamin Executive Director LFS Plan, which shall operate as a means of incentivising executives of the Group following the Reincorporation.

The rules of the New Centamin Executive Director LFS Plan will be identical to the rules of the Executive Director LFS Plan (which are summarised in Part A of Attachment 2 to the EGM Notice), save as amended pursuant to resolution 2.

The New Centamin Executive Director LFS Plan will be formally adopted by New Centamin prior to the Implementation Date.

The Scheme is conditional on Shareholders approving the adoption by New Centamin of the New Centamin Executive Director LFS Plan. This resolution is conditional on the Shareholders passing resolution 2.

A full copy of the New Centamin Executive Director LFS Plan will be made available:

• free of charge to any Shareholder who so requests it by calling Centamin's information line on:
• UK Registry: + 44 870 889 3268 between 8.00 am to 5.00 pm (GMT) Monday to Friday;
• Australian Registry: 1300 582 970 (within Australia) or +61 3 9415 4826 (outside Australia) between 8.30 am to 5.00 pm (AEDT) Monday to Friday; or
• Canadian Registry: 1 800 564 6853 between 8.00 am to 8.30 pm (EST) Monday to Friday.
• for inspection at Centamin's registered office at 57 Kishorn Road, Mount Pleasant, Western Australia, 6153 from the date of this EGM Notice until the date of the EGM;
• for inspection at the offices of Charles Russell LLP at 5 Fleet Place, London EC4M 7RD from the date of this EGM Notice until the date of the EGM; and
• for inspection at the EGM venue itself for at least 15 minutes prior to the EGM until the end of the EGM.

In the absence of a contrary instruction, the person(s) designated by management of Centamin on the enclosed form of proxy intend to vote FOR the ordinary resolution approving the adoption by New Centamin of the New Centamin Executive Director LFS Plan, unless the Shareholder who has given the proxy has directed that the Shares represented thereby be voted against such resolution. In order to be effective, this resolution must be approved by a simple majority of the votes cast by the shareholders at the EGM in person or by proxy.

Resolution 5—Adoption by New Centamin of the New Centamin Employee LFS Plan

At the EGM, Shareholder approval is being sought for New Centamin to adopt the New Centamin Employee LFS Plan, which shall operate as a means of incentivising executives of the Group following the Reincorporation.

The rules of the New Centamin Employee LFS Plan will be identical to the rules of the Employee LFS Plan (which are summarised in Part A of Attachment 3 to the EGM Notice), save as amended pursuant to resolution 3.

The New Centamin Employee LFS Plan will be formally adopted by New Centamin prior to the Implementation Date.

The Scheme is conditional on Shareholders approving the adoption by New Centamin of the New Centamin Employee LFS Plan. This resolution is conditional on the shareholders passing resolution 3.

A full copy of the New Centamin Employee LFS Plan will be made available:

• free of charge to any Shareholder who so requests it by calling Centamin's information line on:
• UK Registry: + 44 870 889 3268 between 8.00 am to 5.00 pm (GMT) Monday to Friday;
• Australian Registry: 1300 582 970 (within Australia) or +61 3 9415 4826 (outside Australia) between 8.30 am to 5.00 pm (AEDT) Monday to Friday; or

• Canadian Registry: 1 800 564 6853 between 8.00 am to 8.30 pm (EST) Monday to Friday.

• for inspection at Centamin's registered office at 57 Kishorn Road, Mount Pleasant, Western Australia, 6153 from the date of this EGM Notice until the date of the EGM;

• for inspection at the offices of Charles Russell LLP at 5 Fleet Place, London EC4M 7RD from the date of this EGM Notice until the date of the EGM; and
• for inspection at the EGM venue itself for at least 15 minutes prior to the EGM until the end of the EGM.

In the absence of a contrary instruction, the person(s) designated by management of Centamin on the enclosed form of proxy intend to vote FOR the ordinary resolution approving the adoption by New Centamin of the New Centamin Employee LFS Plan, unless the Shareholder who has given the proxy has directed that the Shares represented thereby be voted against such resolution. In order to be effective, this resolution must be approved by a simple majority of the votes cast by the shareholders at the EGM in person or by proxy.

EXECUTIVE COMPENSATION

The following table sets out information concerning the compensation earned from Centamin and any of its subsidiaries during the financial years ended 31 December 2010, 30 June 2010, and 30 June 2009 by Centamin's Chief Executive Officer, Chief Financial Officer, Chairman and the Company's two other most highly compensated executive officers (collectively, the Named Executive Officers or NEOs).

		Annual Compensation		Long Term Compensation
NEO Name and Principal Position	Financial Period Ending(6)	Salary	Bonus	Other Annual Compensation(1)	Ordinary Shares Under Options / SARs Granted (#)(2)	Ordinary Shares or Units Subject to Resale Restrictions	Long Term Incentive Plan Payouts	All Other	Total Compensation Compensation
		(US\$)	(US\$)	(US\$)		(US\$)	(US\$)	(US\$)	(US\$)
	31 Dec 10	314,155	863,733	—	—	—	—	30,973	1,208,861
Josef El-Raghy	30 Jun 10	476,145	—	—	—	—	—	68,928	545,073
Chairman	30 Jun 09	330,756	—	—	—	—	—	33,080	363,836
Harry Michael	31 Dec 10	250,194	—	—	—	—	—	21,681	271,875
Chief Executive	30 Jun 10	166,005	—	—	—	—	—	13,394	179,399
Officer(3) .	30 Jun 09	—	—	—	—	—	—	—	—
Trevor Schultz	31 Dec 10	281,062	324,324	—	—	—	—	52,135	657,521
Executive Director of	30 Jun 10	402,267	—	—	—	—	—	147,426	549,693
Operations(4)	30 Jun 09	280,115	—	—	234,688	—	—	54,773	569,576
Mark Di Silvio	31 Dec 10	166,082	—	—	—	—	—	45,038	211,120
Chief Financial	30 Jun 10	269,009	—	—	—	—	—	288,019	557,028
Officer(5) .	30 Jun 09	214,498	—	—	58,281	—	—	42,097	314,876
	31 Dec 10	95,864	135,135	—	—	—	—	30,505	261,504
Heidi Brown	30 Jun 10	164,015	—	—	—	—	—	44,405	208,420
Company Secretary	30 Jun 09	120,679	—	—	49,790	—	—	19,377	189,846

Notes:

(1) Fringe Benefits Tax (FBT) or income tax paid on behalf of the employee. FBT is an Australian tax payable by employers for benefits paid to an Australian employee or the employee's associate. FBT is separate from income tax and is based on the taxable value of the various benefits provided.

(2) The Options issued vest and are exercisable over a period of 12 months, with 50% vesting and exercisable after six months and the other 50% vesting and exercisable after 12 months from the date of issue. The options have a term of three years. The share options granted to executive and employees have been valued internally by Centamin using the Black and Scholes option pricing method.

(3) Mr Michael joined Centamin on 3 March 2010 as Chief Executive Officer.

(4) Mr Schultz joined Centamin as a non-executive Director on 20 May 2008 and was appointed Executive Director of Operations on 15 August 2008.

(5) Mr Di Silvio joined Centamin on 25 July 2008 as Chief Financial Officer, and resigned on 13 May 2011.

• (6) Centamin has amended the closing date of its financial year from 30 June to 31 December. The financial year ending 31 December 2010 represents the six month period from 1 July to 31 December 2010. The prior year comparative data represents the twelve month movement through to 30 June of each year.
• (7) The above compensation was paid in AUD\$. For comparative purposes these amounts were converted to US\$ using the exchange rate as at the end of the reporting period.

Stock Options

No Options to purchase or acquire Shares under the ESOP, which was adopted in November 2006, were issued during the financial period ended 31 December 2010 to the Named Executive Officers.

Centamin recently sought and received shareholder approval of the Executive Director LFS Plan and the Employee LFS Plan. 3,000,000 Shares and 6,967,500 Shares respectively have been issued under the LFS Plans as at the date of this EGM Notice (please see Centamin's press releases dated 21 March 2011, 22 June 2011 and 3 October 2011 for more information).

The following table sets out information concerning the exercise of options by the Named Executive Officers during the financial period ended 31 December 2010 and the value of unexercised options held by the Named Executive Officers as at 31 December 2010.

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

	Ordinary Shares Acquired on	Aggregate Value Realised	Number of Unexercised Options at 31 December 2010		Value of Unexercised in-the-money Options at 31 December 2010
NEO Name	Exercise (#)		Exercisable (#)	Unexercisable (#)	Exercisable	Unexercisable
Josef El-Raghy Chairman	—	(C\$) —	—	—	(C\$) —	(C\$) —
Harry Michael Chief Financial Officer	—	—	—	—	—	—
Trevor Schultz(1) Executive Director of Operations	—	—	1,000,000	—	2,780,000	—
Mark Di Silvio(2) Chief Financial Officer	125,000	322,500	475,000	—	1,320,500	—
Heidi Brown Company Secretary . .	250,000	665,000	—	—	—	—

Notes:

(1) Trevor Schultz held 1,000,000 Options with an exercise price of A\$1.0000, expiring 19 December 2011.

(2) Mark Di Silvio held 125,000 Options with an exercise price of A\$1.1999, expiring 25 August 2011, and 350,000 Options with an exercise price of A\$1.8658, expiring 6 August 2012.

Option Repricings

No options held by a Named Executive Officer have been repriced downward at any time during the most recently completed financial year-end.

Termination of Employment, Change in Responsibilities and Employment Contracts

During the financial period ended 31 December 2010, Centamin was a party to employment contracts with each of Messrs Josef El-Raghy, Harry Michael, Trevor Schultz, Mark Di Silvio and Mrs Heidi Brown. The compensation of Messrs Josef El-Raghy, Harry Michael, Trevor Schultz, Mark Di Silvio and Mrs Heidi Brown during the financial year is set out in the Summary Compensation Table above. Remuneration and other terms of employment for the following Directors and executives are formalised in employment contracts, the terms of which are set out below:

Mr Josef El-Raghy, Chairman

• Term: three years (expiring 1 September 2013), six months' notice of termination period.
• Base salary: AUD\$600,000 (net of taxes in Egypt) per annum, reviewed annually by the Nomination and Remuneration Committee.
• In the event of a change of control of Centamin, Mr El-Raghy shall be entitled to terminate his employment and receive certain benefits following such termination, including the payment of 24 months' remuneration. Mr El-Raghy has agreed to waive these rights in respect of the Reincorporation.

Mr Harry Michael, Chief Executive Officer

• Term: three years (expiring 3 March 2013), six months' notice of termination period.
• Base salary: AUD\$550,000 including superannuation, reviewed annually by the Nomination and Remuneration Committee.
• In the event of a change of control of Centamin, Mr Michael shall be entitled to terminate his employment and receive certain benefits following such termination, including payment of 24 months' remuneration. Mr Michael has agreed to waive these rights in respect of the Reincorporation.

Mr Trevor Schultz, Executive Director of Operations

• Term: three years (expiring 15 August 2011), extended to 31 December 2011 on the same terms, three months' notice of termination period.
• Base salary: AUD\$550,000 (net of taxes in Egypt) per annum, reviewed annually by the Nomination and Remuneration Committee.
• Centamin may also terminate the agreement immediately in certain circumstances, for example if Mr Schultz is guilty of an offence involving fraud or dishonesty or becomes unable to perform his duties due to incapacity by illness or accident. If Mr Schultz terminates the agreement, or the agreement, otherwise terminates, as a result of the breach or wrongful repudiation of the agreement by Centamin, Mr Schultz shall be entitled to recover damages in respect of the remaining term of the agreement (subject to mitigation). The agreement imposes certain restrictive covenants on Mr Schultz and is governed by the laws of the ARE.

Mr Mark Di Silvio, Chief Financial Officer (appointed 25 July 2008 and resigned on 13 May 2011)

• Term: two years (expiring 25 July 2012), three months' notice of termination period.
• Base salary: AUD\$325,000 (net of taxes in Egypt) per annum, reviewed annually by the Nomination and Remuneration Committee.
• In the event of a change of control of Centamin, Mr Di Silvio shall be entitled to receive a payment of 12 months remuneration.

Mrs Heidi Brown, Company Secretary

• Term: two years (expiring 1 August 2012), three months' notice of termination period.
• Base salary: AUD\$180,000 + 9% superannuation, reviewed annually by the Nomination and Remuneration Committee.

Mr Johannes Petrus (Pierre) Louw, Chief Financial Officer (replaced Mark Di Silvio on 13 May 2011)

• Term: two years (expiring 15 May 2013), one month's notice of termination period.
• Base salary: AUD\$325,000 (net of taxes in Egypt) per annum, reviewed annually by the Nomination and Remuneration Committee.
• In the event of a change of control of Centamin, Mr Louw shall be entitled to receive certain benefits, including a payment of 12 months remuneration. Mr Louw has agreed to waive these rights in respect of the Reincorporation.

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 Centamin and there is no arrangement or agreement made between Centamin 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 Centamin 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 at least every three years under Rule 50 of Centamin's constitution at forthcoming annual general meeting. The Directors have opted to comply 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 Directors that are not subject to rotation under Centamin's constitution, will voluntarily offer themselves for rotation and re-election.

If the Reincorporation is implemented, the existing Directors' service contracts and letters of appointment with Centamin may possibly be replaced with agreements with New Centamin.

The table below shows each non-executive Director and the date of the last annual general meeting at which they were the subject of re-election.

Non-executive Director	Date of last annual general meeting at which they were the subject of re-election
G. Robert Bowker .	26 May 2011
Mark Arnesen .	26 May 2011
Mark Bankes	26 May 2011
Gordon Haslam	26 May 2011

Composition of the Nomination and Remuneration Committee

At the date of this report, the Nomination and Remuneration Committee comprises Mr Edward Haslam (Chairman), Mr Mark Arnesen and Professor Robert Bowker, all independent Directors.

Report on Executive Compensation

The report on executive compensation explains the Board's policies relating to remuneration of Directors and executives, discusses the relationship between these policies and Centamin's performance, and sets out remuneration details for each Director and senior executive.

Centamin previously had a single remuneration and nomination committee (however on 24 May 2011, Board approval was obtained for separate remuneration and nomination committees to be formed. The terms of reference for these committees are yet to be finalised).

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 Centamin's 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.

Strategy

Centamin'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 achieve. The Nomination and Remuneration Committee looks at the totality of the reward potential in reaching decisions about remuneration.

1. 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 Centamin competes for talent.

2. Payment of an annual performance bonus

The annual bonus for the executive directors is based upon a combination of share price, financial and production targets (as detailed below) selected to support the short and medium term performance of the business. For senior management the annual bonus is based upon the delivery of business performance and is set on a role by role basis.

3. Long term share based rewards

Shareholders approved an Executive Director LFS Plan and the Employee LFS Plan at a General Meeting of Shareholders on 15 February 2011. The LFS Plans are designed to link the interests of the Directors and employees with those of Shareholders together with long-term organisational interests. A summary of the key terms of the LFS Plans are set out in Parts A of Attachment 1 and Attachment 2 to this EGM Notice. Full copies of the LFS Plans are available from Centamin upon request.

4. Benefits and pensions

Other benefits include expatriate medical insurances and payment of Egyptian taxes for expatriate employees.

There are no schemes for retirement benefits other than statutory superannuation for Australian resident Directors and senior management, currently Mr Harry Michael, Professor Robert Bowker, Mr Mark Arnesen and Mrs Heidi Brown. For the two non-executive directors the cost of the superannuation is included within the overall fees they receive as disclosed below.

EXECUTIVE DIRECTOR REMUNERATION

Following Centamin's transition from being a junior exploration company to a producer, and the transition from the AIM to the Main Market of the LSE, the Nomination and Remuneration Committee commenced an internal review of executive Director salaries. This review resulted in two changes to note:

• the change of the annual bonus scheme from a discretionary scheme to one based upon disclosed performance criteria; and
• the introduction of the LFS Plans (which was approved by Shareholders on 15 February 2011).

Centamin expects the executive Directors to operate as a collective team working together to deliver both Centamin's strategy and superior shareholder returns. This approach is reflected in the structure of the executive Directors remuneration in two ways:

• 1. The base pay and bonus amount are set at about the same level for all the executive directors. Therefore, except for a small premium of AUD\$50,000 on the base pay for the Chairman, the executive directors have the same base salary at AUD\$550,000. All the executive directors, including the Chairman, have exactly the same bonus opportunity.
• 1. The remuneration package is weighted to variable pay, which will reward the delivery of the strategy and long-term shareholder value. Hence, while the base pay is set at around the range of the median (see below the actual ratio of base pay to the comparator group), the annual bonus opportunity is set at the upper quartile. The long-term incentive is positioned just above the median.

The Nomination and Remuneration Committee believes the approach to remuneration including the changes for the current year described below will allow the remuneration structure to support the collective approach to remuneration looking forward.

Summary

The following table summarises the current remuneration for the executive Directors.

		Base Pay Bonus					LTIP
Director	In Financial period	Current Base	In Financial period	Current Bonus Max	Current on Target Bonus(1)	LTIP Award as % of base for Financial Period(2)	Proposed LTIP award as % of current base(3)
	per annum	per annum	per annum
Josef El-Raghy,
Chairman	A\$600,000	A\$600,000	A\$850,000	A\$1,000,000 (167% of base)	—	—	Up to 400%
Harry Michael, Chief
Executive Officer	A\$550,000	A\$550,000	—	A\$1,000,000 (182% of base)	—	—	Up to 400%
Trevor Schultz,
Executive Director
of Operations	A\$550,000	A\$550,000	A\$350,000	A\$1,000,000 (182% of base)	—	—	Up to 400%

Notes:

⁽¹⁾ Since the STIP was not introduced until July 2010, the Board has determined that it is premature to calculate the potential bonus as the potential amount cannot be measured reliably.

⁽²⁾ The LFS Plans were formally approved by Shareholders on 15 February 2011.

⁽³⁾ For the initial award, it is currently proposed to award up to 400% of base salary as no awards were made during the previous financial period. Subsequent award levels will be assessed by the Committee going forward.

The following graphs show the balance of variable and non-variable pay. The first graph shows full annual bonus and assumed LTIP award is 400% of base and that the value is 50% of the award face value ie 200% of base. Under this scenario non-variable is less than 25% of the total package.

The second graph shows the same information but assumes only half of annual bonus is paid and only one third of LTIP vests. Under this scenario non-variable is less than 35% of the total package.

Base Salary

A review of executive salaries paid in comparison to Centamin's broader peer group was undertaken internally. The review covered 15 entities with a wide range of market capitalisations (US\$400 million to US\$12 billion), various corporate and project domiciles, and with projects of varying levels of maturity and production. The peer group consisted of Mineral Deposits Limited, Yamana Gold Inc, Agnico-Eagle Mines Limited, Highland Gold Mining Limited, Petropavlovsk (formerly Peter Hambro Mining), Golden Star Resources, Redback Mining, Eldorado, Randgold, Osisko, European Goldfields, Fresnillo Plc, Hochschild Mining Plc, Avocet Mining Plc and LONMIN Plc.

The snapshot of the total US\$ remuneration packages for 45 executive positions within these companies for 2009 was:

High	US\$12,300,000
Low	US\$ 350,000
Average .	US\$ 2,700,000
Median	US\$ 1,750,000

Given Centamin's stage of development, the Nomination and Remuneration Committee recommended that remuneration for the three executive Directors be positioned close to the median and most importantly that the remuneration be weighted in favour of performance.

From the review, it was obvious that the executive Director remuneration had previously been conservative. As such, the remuneration for Centamin's three executive Directors was set as:

Executive Director	Previous	Remuneration
Josef El-Raghy, Chairman(1)	AUD\$387,000	AUD\$600,000 (backdated to 1 April 2010)
Harry Michael, Chief Executive Officer	—	AUD\$550,000 (backdated to 1 March 2010)
Trevor Schultz, Executive Director of Operations	AUD\$360,000	AUD\$550,000 (backdated to 1 April 2010)

Notes:

(1) Josef El-Raghy's salary from 1 September 2007 was actually set at AUD\$483,750. Mr El-Raghy took a voluntary pay cut on 1 October 2008 (to AUD\$387,000) in an effort to conserve cash whilst Centamin finished construction and pursued production.

In looking at comparative data, Centamin is aware that the selection of data source and data cut can result in noticeably varying results. Therefore, Centamin has taken the view that it should use data from a range of sources to provide a balanced view of possible remuneration levels.

Centamin also looked at the data for the following comparator groups; UK quoted mining companies, the FTSE 250, UK quoted companies with a similar market capitalisation (GBP1.5 billion to GBP2.5 billion) and UK quoted companies with a similar turnover (GBP20 million to GBP50 million). The following table shows where the base pay of the executive Directors is positioned against the data, which is consistent with Centamin's objective of paying at around the range of the median.

Position	Director	Current Remuneration	Position against the average of the data
Executive Chairman	Josef El-Raghy	AUD\$600,000	18% above the median and 31% below the upper quartile
CEO	Harry Michael	AUD\$550,000	19% below the median and 40% below the upper quartile
Operations Director	Trevor Schultz	AUD\$550,000	14% above the median and 15% below the upper quartile

As noted above, Centamin's approach is to pay the executive directors the same amount (with a small premium for the Chairman). As a result, it can be seen that the Chairman is positioned just above the median, the CEO is paid just below the median and the Operations Director just above the median, in order that they may all be paid the same while the pay position remains conservative.

Short Term Incentive Plan (STIP)

For the Current Financial Period

In line with the philosophy that the majority of the executive Director remuneration should be weighted in favour of performance, a short term bonus plan was implemented. The maximum bonus opportunity is the same for all the executive Directors at AUD\$1,000,000 which is between 167% and 182% of the current base salary. The short term incentive (STI) performance criteria (PC) and matrix for the three executive Directors were set as:

Josef El-Raghy	50%	20%	10%	20%	A\$1,000,000
Harry Michael .	30%	50%	10%	10%	A\$1,000,000
Trevor Schultz .	20%	20%	50%	10%	A\$1,000,000

During Financial Period ended 31 December 2010

Prior to the introduction of the above short term incentive bonus structure and under the previous discretionary arrangements, the Chairman and Executive Director of Operations were granted past performance bonuses of AUD\$850,000 and AUD\$360,000 respectively. These bonuses were a reflection of Centamin's and their individual past performances up to the end of the financial period. In particular the Nomination and Remuneration Committee commended the efforts of the executive Directors for the increase in both resource and reserves, the commencement of commercial production within the projected cash cost per ounce, the fact that Centamin had been able to remain debt and hedge free (particularly with the gold price continuing to rise), and Centamin's inclusion in the FTSE 250 Index.

The Nomination and Remuneration Committee reported that it seemed general practice in the peer companies reviewed that bonuses amounted to more than the basic salary for exceptional performance, and regarded Centamin's progress in the year in question and the performance of both executive Directors as, without doubt, exceptional. Centamin had not paid bonuses to executive Directors in the previous three years in an effort to conserve cash for the development of the Sukari Project. This bonus was the first paid to Mr Trevor Schultz since he joined Centamin on 20 May 2008, and the first bonus that Mr Josef El-Raghy had received since 2007.

Long Term Incentive Plan (LTIP)

Existing Arrangement

The last award to an executive Director under the ESOP was last granted on 19 December 2008. There is no current intention to make any further awards under that plan.

Centamin obtained approval for its new Executive Director LFS Plan at the General Meeting of Shareholders on 15 February 2011. The Executive Director LFS Plan is designed to link the interests of the Directors and employees with those of Shareholders together with long-term organisational interests. A full copy of the Executive Director LFS Plan is available upon request.

The key features of the Executive Director LFS Plan 2011 are as follows:

• the maximum award level is 400%;
• the Executive Director LFS Plan will not be open to non-executive Directors;
• the Executive Director LFS Plan is essentially an option type scheme as the benefit that the participant receives relates to the growth in the value of the Shares. Participants are granted an interest free loan for a 36-month period, which is used to buy Shares in Centamin. The Shares are initially issued to a special trust which has been specifically established for the purpose of the Executive Director LFS Plan. At the end of the period the vested Shares can be sold, the loan must be repaid and any profit given to the participants;
• the release or vesting of Shares is subject to the achievement of performance conditions and only vest after a period of three years. Where only some of the Shares vest then the remaining Shares lapse and the loan matching those Shares is then waived;
• the performance conditions are based on a comparative ''Total Shareholder Return'' (TSR) with 50% based upon FTSE 250 and 50% based upon a bespoke group of relevant comparator companies; and
• 25% of the award will vest for median performance and 100% for upper quartile performance. Performance between the median and upper quartile will produce a straight line form of vesting based upon an interpolation scale.

Proposed New Arrangement

Centamin is seeking Shareholder approval at the EGM:

• for New Centamin to adopt the New Centamin ESOP (a summary of the rules of the New Centamin ESOP is set out in Attachment 1 to this EGM Notice);
• to amend the rules of the Executive Director LFS Plan to facilitate the substitution of Shares issued under the Executive Director LFS Plan with New Centamin Shares (a summary of the Executive Director LFS Plan and the relevant amendments are set out in Attachment 2 to this EGM Notice); and
• for New Centamin to adopt the New Centamin Executive Director LFS Plan, the rules of which will be identical to those of the Executive Director LFS Plan (as amended).

Pension Arrangements

There are no schemes for retirement benefits other than statutory superannuation for Australian resident directors, currently Mr Harry Michael, Professor Robert Bowker and Mr Mark Arnesen For the non-executive Directors the cost of this is included within the fees paid to them.

Benefits in Kind

Medical insurance is provided at Centamin's expense to Mr Josef El-Raghy and Mr Trevor Schultz, who both work in Egypt full time. Centamin also covers Mr Josef El-Raghy and Mr Trevor Schultz's Egyptian salary taxes.

NON EXECUTIVE DIRECTOR REMUNERATION

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

• Annual Base Fee: AUD\$40,000 per annum;
• Chairman of a Board Committee: AUD\$10,000 per annum; and
• Member of a Board Committee: AUD\$5,000 per annum.

These amounts include any statutory superannuation payments where applicable.

No increase in non-executive Director fees was awarded during the financial period. However, at Centamin's annual general meeting held on 26 May 2011, an increase was approved to non-executive Directors' fees as follows:

• Annual Base Fee: GBP50,000 per annum;
• Senior Independent Director: GBP10,000 per annum;
• Chairman of a Board Committee: GBP10,000 per annum; and
• Member of a Board Committee: GBP5,000 per annum.

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

SENIOR MANAGEMENT REMUNERATION

Base Salary

The Nomination and Remuneration Committee undertook a review of senior management salaries during the financial period. In light of the Chairman's comments and peer company analysis, the Nomination and Remuneration Committee recommended that the annual salaries of Mark Di Silvio and Heidi Brown be increased to AUD\$325,000, net of taxes in Egypt (a 14% increase) and AUD\$180,000 (a 20% increase) respectively, backdated to 1 April 2010.

Short Term Incentive Plan (STIP)

The annual bonus for senior management is based upon a combination of Centamin's performance, delivery of the business strategy and individual key tasks, and is set on a role by role basis.

Long Term Incentive Plan (LTIP)

Existing Arrangement

The last award to senior management under the ESOP was granted in August 2009. There is no current intention of making any further awards under the ESOP.

Centamin obtained approval for the Employee LFS Plan at the General Meeting of Shareholders on 15 February 2011. The Employee LFS Plan is designed to link the interests of the employees (including senior management) with those of Shareholders together with long-term organisational interests. A full copy of the Employee LFS Plan is available upon request.

The following key points summarise essential elements of the Employee LFS Plan. Shareholders should refer to a copy of the Employee LFS Plan for full details.

• maximum annual award level is 400% of base salary;

• the Employee LFS Plan is essentially an option type scheme as the benefit that the participant receives is the growth in the value of the Shares. Participants are granted an interest free loan for a 36-month period, which is used to buy Shares in the company. The Shares are initially issued to a special employee trust established for the purpose of the Employee LFS Plan. At the end of the period, the vested Shares can be sold, the loan must be repaid and any profit given to the participants;
• subject to other vesting conditions being satisfied and provided the Participant remains an ''Eligible Employee'' up to that date:
• one third of the Shares will vest 12 months after issue;
• one third of the Shares will vest 24 months after allocation; and
• the remainder of the Shares will vest 36 months after allocation;
• the release or vesting of Shares is subject to the achievement of performance conditions. Where only some of the Shares vest then the remaining Shares lapse and the loan matching those Shares is then waived;
• the performance conditions are determined in relation to two different areas:
• universal targets in relation to general company performance (which apply to all Employee LFS Plan participants); and
• specific targets tailored to the performance of each individual Employee LFS Plan participant. Such performance targets may include:
  • (a) the percentage Share price appreciation of Centamin's Shares in comparison to the appreciation in the market price of gold, the gold stock indices of the applicable exchange or exchanges and the share prices of a comparison group of companies, calculated on an annual or longer basis;
  • (b) meeting or exceeding gold production targets set at the beginning of each year;
  • (c) meeting or exceeding the health and safety performance for preceding years, measured in industry standards;
  • (d) increases in gold reserves or resources derived from internal effort and initiative and not from external factors such as gold price;
  • (e) modification of the average gold reserve discovery cost over set periods;
  • (f) Centamin's TSR as compared against the TSR of a designated comparator group; and
  • (g) other performance criteria determined by specific reference to the employee's primary responsibilities.

Proposed New Arrangement

Centamin is seeking Shareholder approval at the EGM:

• for New Centamin to adopt the New Centamin ESOP (a summary of the rules of the New Centamin ESOP is set out in Attachment 1 to this EGM Notice);
• to amend the rules of the Employee LFS Plan to facilitate the substitution of Shares issued under the Employee LFS Plan with New Centamin Shares (a summary of the Employee LFS Plan and the relevant amendments are set out in Attachment 3 to this EGM Notice); and
• for New Centamin to adopt the New Centamin Employee LFS Plan, the rules of which will be identical to those of the Employee LFS Plan (as amended).

Performance Graph

The following graph compares the yearly percentage change in the Centamin's cumulative TSR on its Shares with the cumulative total return of the S&P/TSX Composite Index, and the FTSE All-Share Index over the past five years assuming \$100 was invested on 30 June 2005. Dividends declared on Shares are assumed to be reinvested. The Share performance as set out in the graph does not necessarily indicate future price performance.

4NOV201102163765 \$0 \$50 \$100 \$150 \$200 \$250 \$300 \$350 \$400 30-Jun-07 Centamin Egypt Limited S&P/TSX Composite Index FTSE All-Share Index 30-Jun-08 30-Jun-09 30-Jun-10 December June 2007 June 2008 June 2009 June 2010 2010 Centamin Egypt Limited ............. 100.00 122.63 183.16 346.11 371.37

Cumulative Total Shareholder Return 30 June 2007 through 31 December 2010

Notes:

(1) Due to Centamin's decision to change its financial year end from 30 June to 31 December, the most recently completed financial year in the performance graph is the six month financial year from 1 July 2010 to 31 December 2010. On 6 November 2009, the Shares were listed on the LSE, and were no longer listed on the AIM. On 29 January 2010, the Shares were delisted from the Australian Securities Exchange at Centamin's request. Shares commenced trading on the TSX on 5 April 2007 at a price of C\$0.90 per Share. On 30 June 2007, the price of Shares listed on the TSX was C\$1.02 per Share, on 30 June 2008, the price was C\$1.17 per Share, on 30 June 2009, the price was C\$1.66 per Share, on 30 June 2010, the price was C\$2.59 per Share and on 31 December 2010, the price was C\$2.78 per Share.

S&P/TSX Composite Total Return Index . 100.00 104.03 74.60 81.22 96.67 FTSE AIM All-Share Total Return Index . 100.00 83.89 63.81 74.72 89.97

(2) Centamin has amended the closing date of its financial year from 30 June to 31 December. The December 2010 figures above represent the six month period from 1 July to 31 December 2010. The prior year comparative data represents the twelve month movement through to 30 June of each year.

Compensation levels for the Named Executive Officers over the period indicated above are generally consistent with the trend of total return on investment charted for Centamin in the performance graph, reflecting the higher proportion of ''at risk'' compensation for our Named Executive Officers.

Compensation of Directors

During the financial period ended 31 December 2010, the following non-executive Directors received a cash payment, in the following amounts, in connection with the services they have provided to Centamin:

Name of non-executive Director	Amount of compensation
	(US\$)
Herbert Stuart Bottomley(1)	26,261
Graeme Robert Tangye Bowker	47,748
Colin Neil Cowden(2)	26,261
Thomas Gee Elder(2)	26,261

Notes:

(1) Mr Bottomley resigned from the Board effective 2 February 2011.

• (2) Mr Cowden and Dr Elder retired at the conclusion of Centamin's annual general meeting held on 26 May 2011.
• (3) Disclosure concerning compensation earned by Mr El-Raghy (Chairman), Mr Michael (CEO) and Mr Schultz (Executive Director) has been included in the table under the ''Executive Compensation'' section.
• (4) The above compensation was paid in AUD\$. For comparative purposes these amounts were converted to US\$ using the exchange rate as at the end the reporting period.

No other compensation was paid to the non-executive Directors.

Indebtedness of Directors and Executive Officers

None of the Directors or senior officers of Centamin, or associates or affiliates of the foregoing persons are indebted to Centamin or have been the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by Centamin.

Directors' and Officers' Liability Insurance

Centamin maintains liability insurance for its Directors and officers acting in their respective capacities in an aggregate amount of AUD\$10,000,000, subject to a AUD\$250,000 deductible for liability incurred in the US, and a AUD\$25,000 deductible for the rest of the world. The premium paid by Centamin for this coverage was AUD\$26,783.

Equity Compensation Plans

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

Plan Category	(a) Number of Shares to be Issued upon Exercise of Options (as at 31 December 2010)	(b) Weighted-Average Exercise Price of Outstanding Options (as at 31 December 2010) (A\$)	(c) Number of Shares Remaining Available for Future Issuance Under Equity Compensation Plans (excluding Shares reflected in (a)) (as at 31 December 2010)
Options issued under the ESOP (approved by Shareholders) Other options issued(1) (approved by	1,695,000	1.4189	—
Shareholders)	1,630,150	1.2704	—
Total	3,325,150	1.3334	—

Notes:

Options were previously issued to Directors and senior management under the ESOP (previously under the Employee Option Plan 2002) as part of their remuneration. Centamin has not issued any options under the plan since 6 August 2009 and there is no current intention to issue any further options under the ESOP.

Shareholders approved the Executive Director LFS Plan and the Employee LFS Plan at a General Meeting of Shareholders on 15 February 2011. The Plans are designed to link the interests of the executive Directors and employees with those of Shareholders together with long-term organisational interests. A summary of the rules of the LFS Plans is set out in Parts A of Attachment 1 and 2 to this EGM Notice.

INTERESTS OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS

Other than as disclosed in this EGM Notice, no Director or senior officer of Centamin or any Shareholder holding, on record or beneficially, directly or indirectly, more than 10% of the issued Shares, or any of their respective associates or affiliates, had any material interest, directly or indirectly, in any material transaction with Centamin within the three years preceding the date of this EGM Notice or in any proposed transaction which has materially affected or would materially affect Centamin.

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

^{(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 2 April 2009). Those Options are exercisable any time on or before 31 December 2012 and were transferred to the Investor Optionholder. As at the date of the EGM Notice, none of these Options had been exercised. The Investor Optionholder has agreed in principle to Centamin cancelling the Investor Optionholder's Options on issue and New Centamin issuing the Investor Optionholder an equivalent number of the New Centamin Options.

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 Centamin can be found on Centamin's website at www.centamin.com or on SEDAR at www.sedar.com. Financial information is provided in Centamin's audited consolidated financial statements as at and for the financial period ended 31 December 2010 and management's discussion and analysis of such financial results, which can be found in Centamin's annual report to Shareholders and which has also been filed on SEDAR. Copies of these documents, as well as this EGM Notice and the Annual Information Form are available on SEDAR and will be available upon request from Centamin's Company Secretary.

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

DOCUMENTS ON DISPLAY

Copies of the following documents will be available for inspection at Centamin's registered office, located at 57 Kishorn Road, Mount Pleasant, Western Australia 6153, Australia, from 11 November 2011 until the time of the EGM and at the EGM venue itself for at least 15 minutes prior to the EGM until the end of the EGM:

• service contracts of executive Directors of Centamin;
• letters of appointment of the non-executive Directors of Centamin;
• the rules of the LFS Plans, as amended under the proposed resolutions to be considered at the EGM;
• the rules of the New Centamin ESOP; and
• the rules of the New Centamin LFS Plans.

DIRECTORS' APPROVAL

The contents and the sending of this EGM Notice have been approved on behalf of the Board.

Dated 11 November 2011

BY ORDER ON BEHALF OF THE BOARD OF DIRECTORS

9NOV201104585260

Christopher Aujard General Counsel and Company Secretary

ATTACHMENT ONE—SUMMARY OF RULES OF THE NEW CENTAMIN ESOP

1. Operation

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

The New Centamin 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 New Centamin Employee LFS Plan may be inappropriate from a UK tax perspective.

2. Eligibility

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

3. Timing of Awards

Options will normally be granted during the 42 day period following the adoption of the New Centamin 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 New Centamin ESOP.

4. Limits on the New Centamin ESOP

The following limits shall apply to the number of New Centamin Shares that may be issued pursuant to the New Centamin ESOP:

• (a) The aggregate number of newly subscribed New Centamin Shares that may be issued or are issuable pursuant to Options granted under the New Centamin ESOP when added to options or awards granted under all employee share schemes operated by New Centamin shall not exceed, during the preceding ten years ending on the date of grant, 5%, of the issued share capital of New Centamin at that date.
• (b) The number of New Centamin Shares issued to Insiders, within any one year period, and issuable to ''insiders'', at any time, under the New Centamin ESOP, or when combined with all of New Centamin's other security based compensation arrangements, may not exceed 5% of New Centamin's total issued and outstanding New Centamin Shares, respectively.
• (c) The aggregate number of New Centamin Shares that may be issued pursuant to this New Centamin ESOP, during the life of the New Centamin ESOP, may not exceed 2,500,000 New Centamin Shares.

The maximum number of New Centamin Shares in respect of which an Option can be granted in any year to an individual, taking the face value of a New Centamin 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 New Centamin 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 New Centamin.

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 New Centamin 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 Attachment Two—Summary of the Key Features of the Executive Director LSF 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 New Centamin Shares sold on an exchange (if the New Centamin 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. New Centamin Shares for the New Centamin ESOP

New Centamin Shares for the New Centamin ESOP will be new issue New Centamin Shares.

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 New Centamin 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 New Centamin 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 New Centamin.

11. General Provisions

New Centamin Shares subscribed will not rank for dividends payable by reference to a record date falling before the date on which the New Centamin Shares are acquired but will otherwise rank pari passu with existing New Centamin 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 New Centamin Shares that are to be issued following the exercise of an Option.

New Centamin 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 New Centamin or reorganisation, the exercise price of an Option and/or the number of New Centamin 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 New Centamin confirm to be fair and reasonable.

12. Amendments to the New Centamin ESOP

Amendments to the rules of the New Centamin 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 New Centamin 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 New Centamin 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 New Centamin 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.

ATTACHMENT TWO—SUMMARY OF KEY TERMS OF THE EXECUTIVE DIRECTOR LFS PLAN RULES AND PROPOSED AMENDMENTS

PART A—SUMMARY OF KEY TERMS OF THE EXECUTIVE DIRECTOR LFS PLAN RULES

• 1. The maximum number of shares issuable under the Plan at any date, when added to all Shares issued under the Plan and under any other Employee Share Scheme or Employee Option Scheme of the Company or any Subsidiary of the Company in the 10 years preceding the date of calculation (calculated as provided in Section 3.1(b) of the Plan) shall not exceed 5% of the total number of Shares on issue by the Company at that date.
• 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 Division 83A of the Income Tax Assessment Act 1997 (Cth) 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 Below median ranking	12.5% 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:

$$
P = \frac{D1 \times S}{D2}
$$

where:

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

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

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

S is the total number of Subject Shares.

• 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 Part A of Attachment 2:

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 defined in the Corporations Act and means a subsidiary of the Company.

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).

PART B—PROPOSED AMENDMENTS TO THE EXECUTIVE DIRECTOR LFS RULES

The Board is proposing to amend the Executive Director LFS Plan as follows:

1. The definition of ''Change of Control'' will be amended as follows:

''Change of Control means, in relation to the Company, any of the following events:

• (a) the merger or consolidation of the Company into another company;
• (b) any person, either alone or together with any associate (as defined in the Corporations Act) acquires all or substantially all of the Company's assets or acquires a relevant interest (as defined in the Corporations Act) in more than 50% of the issued Shares in the Company; or
• (c) any similar event which the Board determines is a Change of Control,

but shall not include a Reorganisation.''

1. A new definition of ''Reorganisation'' will be inserted as follows:

''Reorganisation means a reorganisation whereby a new holding company acquires the Company by way of share exchange, and there is identity or substantial identity of holders of Shares before, and of holders of ordinary shares of the new holding company after, such share exchange.''

1. A new clause 16 will be inserted as follows:

''REORGANISATION

In the event of a Reorganisation, the Participant will participate in the Reorganisation in the same manner as all, or substantially all other shareholders and shall receive the same proportion, or as near as may be the same proportion, of shares in the new holding company, and the Rules of the Plan and any ancillary documents issued to the Participant pursuant to the Rules of the Plan will continue to apply to the Participants with any necessary adaptation so that references to ''the Company'' shall be construed as references to the new holding company, and references to ''Shares'' shall be construed as references to ordinary shares of the new holding company, where the context so requires, and the Participant will execute any documents requested by the Company or the new holding company so as to give effect to this clause 16.''

• 1. Clause 20 (Notices and requests) will be amended as follows:
• ''(a) Any notice, request, election or other communication required to be given by one party to another under the Plan or given by one party to another in connection with the Plan must be in writing, addressed to the Company or the Trustee as the case may be at its principal office in Western Australia (or where clause 16 of the Rules applies, the principal office of the new holding company) or addressed to the Participant at his or her address registered with the Company or Trustee or such other address as may be notified in writing from time to time and:
  • (i) delivered to that party's address;
  • (ii) sent by prepaid ordinary post to that party's address; or
  • (iii) transmitted by facsimile to that party's facsimile receiver number.
• (b) A notice, request, election or other communication shall be deemed to have been duly given and received:
  • (i) if left at the party's address, when delivered;
  • (ii) if sent by certified post, 3 days after posting;
  • (iii) on the day of transmission, if transmitted by facsimile on a Business Day during normal business hours in the place where the recipient's address is located, otherwise the next following Business Day, if a correct and complete transmission report for that transmission is received from the sender's machine.''
• 1. Clause 21 (Governing Law) will be amended as follows:

''The Plan will be governed by, and construed in accordance with, the laws of the State of Western Australia (or where clause 16 of the Rules applies, the laws of the jurisdiction of the principal office of the new holding company) and the Eligible Executive or Participant and the Company agree to submit to the non-exclusive jurisdiction of the courts of that State or jurisdiction and any courts hearing appeals from those courts.''

ATTACHMENT THREE—SUMMARY OF KEY TERMS OF THE EMPLOYEE LFS PLAN AND THE PROPOSED AMENDMENTS

PART A—SUMMARY OF KEY TERMS OF THE EMPLOYEE LFS PLAN

• 1. The maximum number of Shares issuable under the Plan at any date, when added to all Shares issued under the Plan and under any other employee share scheme or employee option scheme of the Company or any Subsidiary of the Company in the 10 years preceding the date of calculation (calculated as provided in Section 3.1(b) of the Plan) shall not exceed 5% of the total number of Shares on issue by the Company at that date. The 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 Division 83A of the Income Tax Assessment Act 1997 (Cth) 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:

$$
P = \frac{D1 \times S}{D2}
$$

Where:

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

• D1 is the number of days which have elapsed between:
• (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 Part A of Attachment 3:

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 defined in the Corporations Act and means a subsidiary of the Company. 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).

PART B—PROPOSED AMENDMENTS TO THE EMPLOYEE LFS PLAN

The Board is proposing to amend the Employee LFS Plan as follows:

1. The definition of ''Change of Control'' will be amended as follows:

''Change of Control means, in relation to the Company, any of the following events:

• (a) the merger or consolidation of the Company into another company;
• (b) any person, either alone or together with any associate (as defined in the Corporations Act) acquires all or substantially all of the Company's assets or acquires a relevant interest (as defined in the Corporations Act) in more than 50% of the issued Shares in the Company; or
• (c) any similar event which the Board determines is a Change of Control,

but shall not include a Reorganisation.''

1. A new definition of ''Reorganisation'' will be inserted as follows:

''Reorganisation means a reorganisation whereby a new holding company acquires the Company by way of share exchange, and there is identity or substantial identity of holders of Shares before, and of holders of ordinary shares of the new holding company after, such share exchange.''

1. A new clause 16 will be inserted accordingly as follows:

''REORGANISATION

In the event of a Reorganisation, the Participant will participate in the Reorganisation in the same manner as all, or substantially all other shareholders and shall receive the same proportion, or as near as may be the same proportion, of shares in the new holding company, and the Rules of the Plan and any ancillary documents issued to the Participant pursuant to the Rules of the Plan will continue to apply to the Participants with any necessary adaptation so that references to ''the Company'' shall be construed as references to the new holding co mpany, and references to ''Shares'' shall be construed as references to ordinary shares of the new holding company, where the context so requires, and the Participant will execute any documents requested by the Company or the new holding company so as to give effect to this clause 16.''

• 1. Clause 20 (Notices and requests) will be amended accordingly as follows:
• ''(a) Any notice, request, election or other communication required to be given by one party to another under the Plan or given by one party to another in connection with the Plan must be in writing, addressed to the Company or the Trustee as the case may be at its principal office in Western Australia (or where clause 16 of the Rules applies, the principal office of the new holding company) or addressed to the Participant at his or her address registered with the Company or Trustee or such other address as may be notified in writing from time to time and:
  • (i) delivered to that party's address;
  • (ii) sent by prepaid ordinary post to that party's address; or
  • (iii) transmitted by facsimile to that party's facsimile receiver number.
• (b) A notice, request, election or other communication shall be deemed to have been duly given and received:
  • (i) if left at the party's address, when delivered;
  • (ii) if sent by certified post, 3 days after posting;
  • (iii) on the day of transmission, if transmitted by facsimile on a Business Day during normal business hours in the place where the recipient's address is located, otherwise the next following Business Day, if a correct and complete transmission report for that transmission is received from the sender's machine.''
• 1. Clause 21 (Governing Law) will be amended accordingly as follows:

''The Plan will be governed by, and construed in accordance with, the laws of the State of Western Australia (or where clause 16 of the Rules applies, the laws of the jurisdiction of the principal office of the new holding company) and the Eligible Employee or Participant and the Company agree to submit to the non-exclusive jurisdiction of the courts of that State or jurisdiction and any courts hearing appeals from those courts.''

Annexure G

INDEPENDENT EXPERT'S REPORT

Centamin Egypt Limited

Independent expert's report and Financial Services Guide 10 November 2011

Financial Services Guide

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This Financial Services Guide (FSG) provides important information to assist you in deciding whether to use our services. This FSG includes details of how we are remunerated and deal with complaints.

Where you have engaged us, we act on your behalf when providing financial services. Where you have not engaged us, we act on behalf of our client when providing these financial services, and are required to give you a FSG because you have received a report or other financial services from us.

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Where we have issued a report, our report contains only general advice. This advice does not take into account your personal objectives, financial situation or needs. You should consider whether our advice is appropriate for you, having regard to your own personal objectives, financial situation or needs.

If our advice is provided to you in connection with the acquisition of a financial product you should read the relevant offer document carefully before making any decision about whether to acquire that product.

How are we and all employees remunerated?

We will receive an estimated fee of AUD70,000 excluding of GST in relation to the preparation of this report. This fee is not contingent upon the success or otherwise of the proposed scheme of arrangement in respect of the redomiciliation of Centamin Egypt Limited (the Scheme).

Other than our fees, we, our directors and officers, any related bodies corporate, affiliates or associates and their directors and officers, do not receive any commissions or other benefits.

All employees receive a salary and while eligible for annual salary increases and bonuses based on overall performance they do not receive any commissions or other benefits as a result of the services provided to you. The remuneration paid to our directors reflects their individual contribution to the organisation and covers all aspects of performance.

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We are ultimately owned by the Deloitte member firm in Australia (Deloitte Touche Tohmatsu). Please see www.deloitte.com/au/about for a detailed description of the legal structure of Deloitte Touche Tohmatsu.

The following represents a summary of work performed by Deloitte Touche Tohmatsu (and other entities related to Deloitte Touche Tohmatsu) (together Deloitte Australia) for Centamin Egypt Limited during the past 2 years:

• Non-audit services AUD126,300
• Annual external audit AUD466,000

We confirm that we are independent of Centamin in accordance with ASIC Regulatory Guide 112, and have no conflicts of interest in accepting this engagement.

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The Complaints Officer	Financial Ombudsman Services
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Deloitte Corporate Finance Pty Limited, ABN 19 003 883 127, AFSL 241457 of Level 1 Grosvenor Place, 225 George Street, Sydney NSW 2000

Deloitte Corporate Finance Pty Limited A.B.N. 19 003 833 127 AFSL 241457

Grosvenor Place 225 George Street Sydney NSW 2000 PO Box N250 Grosvenor Place Sydney NSW 1220 Australia

DX 10307SSE Tel: +61 (0) 2 9322 7000 Fax: +61 (0) 2 9322 7001 www.deloitte.com.au

The Directors Centamin Egypt Limited 57 Kishorn Road Mount Pleasant WA 6153 Australia

10 November 2011

Dear Directors

Independent expert's report

Introduction

Centamin Egypt Limited (Centamin or the Company) is an Australian incorporated mineral exploration development and mining company dual listed on the main market (Main Market) of the London Stock Exchange (LSE) and the Toronto Stock Exchange (TSX).

The Company is considering a change in domicile from Australia to Jersey through a scheme of arrangement (the Scheme) pursuant to which a company newly incorporated in Jersey (New Centamin), will acquire all existing Centamin shares (Shares) in return for shares in New Centamin (the Reincorporation). One share in New Centamin (New Centamin Share) will be issued for every Share. New Centamin will seek a listing for New Centamin Shares on the Main Market of the LSE and the TSX.

Should the Scheme be approved, it will result in:

• the transfer of all Shares in Centamin to New Centamin
• the issue of New Centamin Shares to Centamin shareholders (the Shareholders) resident in Australia, Canada, New Zealand, the United Kingdom (UK), the United States (US), Jersey, Egypt and Ireland (Eligible Scheme Participants) and, in respect of Shareholders resident in other jurisdictions (Ineligible Foreign Shareholders), to a nominee appointed by New Centamin (the Nominee) for sale on market and distribution of the net proceeds to Ineligible Foreign Shareholders. One New Centamin Share will be issued for every Share held by an Eligible Scheme Participant or Ineligible Foreign Shareholder as at the record date, that is, the third business day following the date on which the Scheme becomes effective, or such earlier date as New Centamin and Centamin may agree to in writing (Record Date)
• Centamin Shares being delisted from the LSE and the TSX and New Centamin Shares:
• o being admitted to the premium segment of the official list of the UK Listing Authority (Official List)
• o listing on the LSE and the TSX.

The Reincorporation is conditional on Shareholder approval, approval by the relevant Court (Court) and the satisfaction or waiver of a number of other conditions, in particular the conditional acceptance of the listing of New Centamin Shares on the LSE and the TSX.

The rationale for the Reincorporation includes the following:

• the Reincorporation is consistent with the needs of Centamin's international operations and its offshore growth intentions
• the Reincorporation is consistent with Centamin's growing offshore Shareholder base and has the potential to improve overseas investor interest
• the Reincorporation has the potential to create a more flexible global structure.

Immediately following the Reincorporation, New Centamin will have the same assets and liabilities as Centamin had immediately prior to the Reincorporation. New Centamin's board of directors immediately after the Reincorporation will be identical to Centamin"s board of directors (Board) immediately prior to the Reincorporation.

The Board expects very few changes to its operations as a result of the Reincorporation. The Board also does not expect any change in strategy as a result of the Reincorporation. New Centamin's executive officers immediately after the Reincorporation will be identical to Centamin's executive officers immediately prior to the Reincorporation.

The full details of the Scheme are included in a booklet to be sent to Shareholders (Scheme Booklet) to which this independent expert"s report is attached. An overview of the Scheme is provided in Section 1 of our detailed report.

Purpose of the report

The Directors of Centamin (Directors) have requested that Deloitte Corporate Finance Pty Limited (Deloitte Corporate Finance) prepare an independent expert"s report for the benefit of Shareholders advising whether in our opinion the Scheme is in the best interests of Shareholders. This independent expert"s report is required pursuant to Part 3 of Schedule 8 of the Corporations Regulations 2001 (Cth) (Part 3) to assist Shareholders in their consideration of the Scheme. We have prepared this report having regard to Part 3 and Australian Securities & Investments Commission (ASIC) Regulatory Guide 111 and ASIC Regulatory Guide 112.

This report is to be included in the Scheme Booklet to be sent to Shareholders and has been prepared for the exclusive purpose of assisting Shareholders in their consideration of the Scheme. Neither Deloitte Corporate Finance, nor Deloitte Touche Tohmatsu, nor any member or employee thereof, undertakes responsibility to any person, other than the Shareholders and Centamin, in respect of this report, including any errors or omissions however caused.

Basis of evaluation

In our evaluation of the Scheme we have considered common market practice in respect of transactions broadly similar to the Reincorporation and ASIC Regulatory Guide 111: Content of expert reports, issued by ASIC in March 2011 (RG 111).

RG 111 does not specify the basis of evaluation for a change of domicile transaction but does indicate that the basis of evaluation selected by the expert must be appropriate for the nature of each specific transaction, that is, the expert must consider the substance of the proposed transaction and not just the legal form when evaluating the proposed transaction.

The economic substance of the change in domicile transaction is that there is no change in the economic interests of Shareholders in eligible jurisdictions, who effectively retain their existing holdings in the assets of the entity following implementation of the Scheme. While the legal form of the Scheme, which involves the exchange of shares in Centamin for shares in New Centamin, is akin to a change in control transaction, there is not, in substance, any change in control taking place, but rather a restructure changing the geographic location of the entity which is owned by Shareholders. Accordingly, we do not consider it appropriate to analyse the change in domicile transaction as a control transaction.

RG 111 provides further guidance on forming an opinion as to whether a transaction is in the best interests of Shareholders. The range of transactions regulated by RG 111 includes transactions not involving a change of control, such as demergers and demutualisations. RG 111 indicates that for these types of transactions, the issue of "value" (which is fundamental in transactions involving a change of control) is of secondary importance and that the expert should provide an opinion as to whether the advantages of the transaction outweigh the disadvantages. Furthermore, it provides that if the demerger or demutualisation involves a scheme of arrangement and the expert concludes that the advantages of the transaction outweigh the disadvantages, the expert should say that the scheme is in the best interests of the members.

Taking into account the guidance contained in RG111 we consider that the most appropriate approach to assess whether the Scheme is in the best interests of Shareholders is to consider the advantages and disadvantages of the Scheme and other relevant factors, and to conclude either that:

• the Scheme is in the best interests of the Shareholders if the advantages and other factors outweigh the disadvantages, or
• the Scheme is not in the best interests of Shareholders if the disadvantages and other factors outweigh the advantages.

In arriving at our opinion, we have had regard to the following advantages, disadvantages and other factors:

Advantages of the Scheme

The likely advantages to Shareholders, if the Scheme is approved, include:

Improved proximity to Shareholder base and enhanced attractiveness to investors

In light of the majority of Centamin"s Shareholders residing outside of Australia, there is little reason for Centamin to remain domiciled in Australia. The Company"s connection to Australia is primarily of an historical nature as Centamin has minimal Australian assets, is no longer listed on the Australian Securities Exchange (ASX) and has not raised equity capital in Australia in several years.

Following a number of capital raisings in the UK and Canada over the last five years and the delisting of Centamin from the ASX, the proportion of Shares held on the Australian register has declined significantly. Centamin"s UK share register now represents approximately 73% of total Shares on issue. Redomiciliation in Jersey should therefore bring New Centamin's base closer to its growing international Shareholder base in terms of geography, time-zone and capital raising activities.

To the extent implementation of the Scheme removes impediments to investing in New Centamin Shares, for example, if investors are prohibited from investing in companies domiciled outside of Britain, this could enhance the relative attractiveness of New Centamin compared to Centamin. Moreover, global investors are likely to generally be more familiar with the legal and fiscal regime of a Jersey domiciled company rather than an Australian domiciled company.

The Reincorporation provides an opportunity to develop Centamin"s investment profile and gain additional investor interest in New Centamin. The change of domicile to Jersey may result in greater recognition of Centamin as a benchmark for peers listed on the LSE by the analyst community, as there is already a number of mining companies listed on either the LSE or on the Alternative Investment Market (AIM) in the UK which are domiciled in Jersey. This in turn may help lift its profile with investors and facilitate any future capital raising activities. With improved access to equity capital markets, New Centamin should be better able to execute on its global investment strategy.

As Centamin is a foreign issuer, Shareholders could only participate in the computerised system to settle transactions in securities (CREST) through the use of depositary interests (Depositary Interests), New Centamin Shares can participate directly in the CREST system, which is likely to be more attractive to UK and European investors.

The Reincorporation has the potential to create a more flexible global structure

In Centamin"s pursuit of global investment opportunities, the Reincorporation will potentially provide greater flexibility in structuring future acquisitions. The Jersey regulatory and fiscal regime is likely to enable simplification of the financial structuring of Centamin"s international operations. Making acquisitions via New Centamin will potentially reduce inefficiencies and additional compliance obligations which would otherwise have been created by making these investments via an Australian entity. In addition, the law relating to takeovers in Jersey (UK Takeovers Law) is less restrictive on an acquiring company relative to Australian Corporate Law, therefore New Centamin may effect takeovers relatively more easily than Centamin.

Improved alignment with international focus of Centamin's investment strategy

The Reincorporation will domicile the Company geographically closer to the location of its operating assets which are based in Egypt and more recently in Ethiopia with the acquisition of Sheba Exploration (UK) Plc (Sheba). A move to the northern hemisphere may enhance the effectiveness of management to run the day to day operations through being closer in terms of geography and time zone. In addition, there will no longer be a requirement for two Australian directors on the board of the Company.

The rights of Shareholders under Jersey Companies Law

As a company incorporated in Jersey, New Centamin will be subject to its memorandum and articles of association (Articles) and the provisions of the Companies (Jersey) Law 1991 (as amended) (Jersey Companies Law). It appears that Jersey Companies Law is less restrictive in several areas, including takeovers, appointment of directors, pre-emption rights on share issues and dividend distributions.

If the Reincorporation proceeds, a Shareholder must apply to a Jersey Court instead of an Australian Court for legal recourse against Centamin. Specifically for UK Shareholders, there are practical advantages related to hiring legal counsel, communicating in the same time zone, travel distance and familiarity with the legal system in applying to a Jersey Court.

Disadvantages of the Scheme

The likely disadvantages to Shareholders, if the Scheme is approved, include:

Additional cost and administrative burden

One-off transaction costs in the range of AUD2.5 million to AUD2.7 million related to the implementation of the Scheme, for example in gaining admission to the Official List and listing New Centamin Shares on the LSE and the TSX will be incurred. In addition ongoing costs relating to matters such as maintaining a register in Jersey and ensuring compliance with applicable Jersey laws will also be incurred. A significant proportion of those costs have already been incurred or will be incurred whether or not the Scheme is approved by Shareholders.

Greater difficulty in enforcement of applicable corporate laws for Australian resident Shareholders

Currently, Australian resident Shareholders may take action against Centamin in Australian courts. With the redomiciliation to Jersey, Australian resident Shareholders would have to apply to a Jersey court in order to bring an action against the Company and may therefore be at a relative disadvantage having regard to hiring legal counsel, communicating in the same time zone, the travel distance and familiarity with the legal system. Therefore the ability of an Australian resident Shareholder to bring an action against New Centamin may be more limited as a consequence of the Scheme.

Changes to protection of Shareholders due to differences between Australian and Jersey corporations and securities laws

As a company incorporated in Jersey, New Centamin will not be subject to all of the provisions of the Corporations Act to which Centamin is currently subject and with which Shareholders are familiar.

Shareholders should refer to Annexure D of the Scheme Booklet, which sets out a comparison of Australian and Jersey legal regimes, specifically a summary of the rights attaching to New Centamin Shares as compared to the rights attaching to Centamin Shares. Currently, the protection afforded to Shareholders under each jurisdiction is of a comparable standard in that the rules and regulations which govern the administration and operations, at director and shareholder level, of a company in Jersey are similar to the requirements in Australia. However, it appears that rights of Shareholders under Jersey Companies Law are more limited in certain areas, including protection of minority Shareholders, director"s indemnity or liability and notice of meetings. However, some of these rights are further defined in New Centamin"s Articles.

Potential tax consequences of the Scheme may be disadvantageous to some Shareholders

Implementation of the Scheme may have negative tax consequences for some Shareholders. In particular, Ineligible Foreign Shareholders and certain other Shareholders may realise a gain on which they may be taxed, depending on their specific circumstances. Section 8 of the Scheme Booklet contains a general guide to the Australian, UK, US and Canadian taxation implications of the Scheme. Shareholders should seek their own professional taxation advice based on their own particular facts and circumstances as tax implications will vary depending on the circumstances of each Shareholder.

Ineligible Foreign Shareholders will be forced to sell their Shares

Shareholders whose addresses recorded in the Share Register are outside of Australia, New Zealand, Canada, the United Kingdom, the United States, Jersey, Egypt and Ireland will not be issued New Centamin Shares under the Scheme unless exceptions apply. Instead, the New Centamin Shares to which the Ineligible Foreign Shareholders would otherwise be entitled will be issued to the Nominee who will arrange the sale on market of those Shares. The Nominee will then distribute the proceeds received to the Ineligible Foreign Shareholders, net of any brokerage, taxes or other costs of sale (such amounts to be paid in AUD). To the extent that the Ineligible Foreign Shareholders do not realise full underlying value for their shares this would be considered a disadvantage for them. We understand that Ineligible Foreign Shareholders are unlikely to hold more than 1% of the issued share capital of Centamin.

Other matters

Dividends

Since incorporation Centamin has not declared or paid any dividends. Whilst implementation of the Scheme will remove the possibility of Australian Shareholders receiving franked dividends we note that any dividends paid by the Company would likely be derived from foreign income and, therefore, franking credits may not have been available to Australian Shareholders. A summary of the general taxation implications of receiving dividends from New Centamin is contained in Section 8 of the Scheme Booklet.

No impact on the Concession Agreement

Centamin has received advice that there should be no legal or tax implications which may affect the agreement between Pharaoh Gold Mines (PGM), a subsidiary of Centamin, and the Egyptian Government granting PGM and Egyptian Mineral Resource Authority (EMRA) the right to explore, develop, mine and sell gold and associated minerals in specific concession areas in the Eastern Desert of Egypt (Concession Agreement) adversely and further that there are no regulatory consents, approvals or permissions required in order to implement the Scheme.

Taxation implications

Based on the information contained in Section 6.9 and Section 8 of the Scheme Booklet and discussions with Centamin as well as with tax advisers involved with the Scheme, there are no apparent significant tax issues associated with the Reincorporation, for either New Centamin or Shareholders resident in Australia, the UK, the US and Canada.

Shareholders should seek their own professional taxation advice based on their own particular facts and circumstances as tax implications will vary depending on the circumstances of each Shareholder.

Corporate governance regime unaltered

New Centamin is expected to continue to apply Centamin's corporate governance policies and procedures in all material respects following the Reincorporation.

No expected change in liquidity

If the Scheme is approved, Centamin will be delisted from the LSE and TSX and New Centamin will be listed on the LSE and TSX (effectively replacing Centamin as the listed entity). All else being equal, the free float and volumes of securities traded on the LSE and TSX should not change following implementation of the Scheme.

Implications if the Scheme is not approved

If Shareholders do not approve the Scheme, the following key implications will arise:

• Shareholders will retain their Shares in Centamin, which will continue to be listed on the LSE and TSX
• the benefits expected to arise from the Scheme will not be obtained and Centamin will continue to be subject to the Corporations Act
• regardless of whether the Scheme is actually implemented, most of the costs to be incurred in connection with the Scheme have already been incurred or will be incurred by the date of the meeting to approve the Scheme.

Conclusion and Opinion

In our opinion the advantages of the Scheme outweigh the disadvantages to the Shareholders. The Scheme therefore is in the best interests of Shareholders.

The major advantages of the Scheme to Shareholders include the improved proximity to the operations of the company and its current Shareholder base and the benefits expected to flow from that including increased efficiency and effectiveness of management and enhanced attractiveness to investors. In addition, the Reincorporation is expected to provide greater flexibility in structuring future acquisitions. In contrast, the disadvantages are less material in nature. In some cases the disadvantages affect only a small proportion of the Shareholder base of Centamin, such as the additional practical difficulties Australian Shareholders might face in enforcing applicable corporate laws and Ineligible Foreign Shareholders who will be forced to sell their Shares. Taking this into account we have concluded that the advantages of the Scheme outweigh the disadvantages.

We have evaluated the Scheme for Shareholders as a whole and have not considered the effect of the Scheme on the circumstances of individual Shareholders. Due to their particular circumstances, individual Shareholders may place a different emphasis on various aspects of the Scheme from the one adopted in this report. Accordingly, individuals may reach different conclusions to ours on whether the Scheme is in the best interests of Shareholders. If in doubt, Shareholders should consult an independent adviser, who should have regard to their individual circumstances.

Shareholders should also seek their own professional taxation advice based on their particular facts and circumstances as tax implications will vary depending on the circumstances of each individual Shareholder.

This opinion should be read in conjunction with our detailed report which sets out our scope and findings.

Yours faithfully DELOITTE CORPORATE FINANCE PTY LIMITED

Rachel Foley-Lewis Tapan Parekh Director Director

Note: All amounts stated in this report are AUD unless otherwise stated and may be subject to rounding.

Contents

1	Overview of the Scheme	9
1.1	Summary	9
1.2	Rationale for the Reincorporation	9
1.3	Legal structure	9
1.4	Approval process	11
1.5	Ineligible Foreign Shareholders	11
2	Scope of the report	12
2.1	Purpose of the report	12
2.2	Basis of evaluation	12
2.3	Disclosure of resources and reserves	13
2.4	Limitations and reliance on information	13
3	Profile of Centamin	14
3.1	Overview	14
3.2	Corporate history	14
3.3	The Concession Agreement	15
3.4	Operating entities	15
3.5	Directors and management	18
3.6	Capital structure and Shareholders	19
3.7	Recent capital raisings	21
3.8	Share price performance	22
3.9	Investor market	25
3.10	Financial performance	26
3.11	Financial position	27
4	Impact of the Scheme	29
4.1	Ownership structure	29
4.2	Financial implications	29
4.3	Liquidity of Shares	29
4.4	Tax implications	29
4.5	Legal implications	30
4.6	Implications for the Concession Agreement	32
4.7	Financial reporting	33
4.8	Corporate governance	33
4.9	Implications if the Scheme is not approved	33

Appendix A: Glossary	34
Appendix B: Sources of information	36
Appendix C: Qualifications, declarations and consents	37

1 Overview of the Scheme

1.1 Summary

Centamin is considering a change in domicile which would effectively result in the head company within the Centamin group of companies (Centamin Group) changing its domicile from Australia to Jersey whilst maintaining its listing on the LSE and the TSX. The Reincorporation is to be implemented through a scheme of arrangement under Part 5.1 of the Corporations Act.

Should the Scheme be approved, it will result in:

• the transfer of all Shares in Centamin to New Centamin
• the issue of New Centamin Shares to Eligible Scheme Participants and, in respect of Ineligible Foreign Shareholders, to the Nominee for sale on market and distribution of the net proceeds to such Ineligible Foreign Shareholders. One New Centamin Share will be issued for every Share held by an Eligible Scheme Participant or Ineligible Foreign Shareholder at the Record Date
• Centamin Shares being delisted from the LSE and the TSX and New Centamin Shares:
• o being admitted to the premium segment of the Official List
• o listing on the LSE and the TSX.

The Scheme is conditional on a range of approvals and other conditions, further details of which are discussed in Section 1.4.

1.2 Rationale for the Reincorporation

In 1970, Centamin was incorporated in Australia as an Australian entity holding Australian assets and listed on the ASX. Centamin"s directors and employees were predominantly Australian residents. However, since 1995, Centamin has been conducting activities in Egypt with its primary asset now being located in the region. Furthermore, Centamin has undertaken a number of capital raisings in the UK and Canada which has resulted in the number of Australian Shareholders relative to UK and Canadian Shareholders decreasing over time.

The rationale for the Reincorporation includes the following:

• the Reincorporation is consistent with the needs of Centamin's international operations and its offshore growth intentions
• the Reincorporation is consistent with Centamin's growing offshore Shareholder base and has the potential to improve overseas investor interest
• the Reincorporation has the potential to create a more flexible global structure.

1.3 Legal structure

The Reincorporation involves the establishment of a new corporate structure for Centamin, under which New Centamin, a company incorporated in Jersey, will become the holder of all of the Shares. New Centamin will effectively replace Centamin as the holding company of the group, as the listed entity on the LSE and the TSX and will conduct the same business as the group currently conducts.

The corporate structure of Centamin before and after the implementation of the Scheme is illustrated below.

Figure 2: Proposed structure of the Group

Source: Centamin

Immediately following the Reincorporation, New Centamin will have the same assets and liabilities as Centamin had immediately prior to the Reincorporation. New Centamin's board of directors and executive officers immediately after the Reincorporation will be identical to that of the Board and executive officers immediately prior to the Reincorporation.

The Board expects very few changes to its operations as a result of the Reincorporation. The Board also does not expect any change in strategy as a result of the Reincorporation.

1.4 Approval process

1.4.1 Shareholder and court approval

A number of approvals are required to be satisfied by the requisite majorities before the Scheme can be implemented including:

• the Scheme must be approved at a meeting of Shareholders by:
• o a majority in number of the Shareholders present and voting on the resolution at the meeting either in person or by proxy, attorney or (in the case of corporate Shareholders) a body corporate representative
• o at least 75% of the total number of votes cast by Shareholders on the resolution either in person or by proxy, attorney or (in the case of corporate Shareholders) a body corporate representative
• the Scheme must also be approved by the Court.

1.4.2 Other conditions of the Scheme

Centamin and New Centamin have entered into an implementation agreement which sets out the arrangements agreed between Centamin and New Centamin in relation to the Reincorporation (the Implementation Agreement). In addition to the approval of the Scheme by Shareholders and the Court, the Scheme is subject to various conditions that are required to be satisfied or waived before the Scheme can be implemented, the most significant being:

• Foreign Investment Review Board approval is to be obtained for the proposed acquisition by New Centamin of the Shares
• approval is to be obtained for the listing of New Centamin Shares on the LSE and the TSX
• all required consents are given and all regulatory approvals are obtained which New Centamin and Centamin agree are necessary to implement the Scheme
• there are no temporary or permanent legal restraints or prohibitions that prevent the Scheme from being implemented
• a nominee must be appointed by New Centamin to sell the New Centamin Shares owned by Ineligible Foreign Shareholders, discussed further in Section 1.5
• resolutions 2 to 5 as set out in the notice of the extraordinary general meeting to be held after the Scheme meeting are approved by Shareholders.

Further details of the conditions are set out in section 7.3 and 7.4 of the Scheme Booklet.

1.5 Ineligible Foreign Shareholders

Shareholders whose addresses recorded in the Share Register are outside of Australia, New Zealand, Canada, the UK, the US, Jersey, Egypt and Ireland will not receive New Centamin Shares under the Scheme, unless New Centamin is satisfied, that such Shareholders lawfully can be issued New Centamin Shares pursuant to the Scheme. Instead, the Nominee will receive New Centamin Shares on behalf of Ineligible Foreign Shareholders and will arrange the sale of those Shares on market. Ineligible Foreign Shareholders will receive the proceeds from the sale of their entitlements, net of selling commissions; such amounts are to be paid in AUD.

2 Scope of the report

2.1 Purpose of the report

Section 411 of the Corporation Act 2001 (Section 411) regulates schemes of arrangement between companies and their shareholders. Part 3 prescribes the information to be provided to shareholders in relation to schemes of arrangement. These provisions require the preparation of a report by an independent expert stating whether or not, in the expert"s opinion, the scheme is in the best interests of the shareholders of the company subject to the scheme where either:

• the corporation which is party to the scheme (in this case, Centamin) has a director in common with the company subject to the scheme of arrangement (in this case, New Centamin)
• the corporation which is the other party to the scheme is entitled to more than 30% of the voting shares in the company subject to the scheme.

As New Centamin has directors in common with Centamin, there is a legal requirement for an independent expert"s report under Part 3.

Accordingly, the Directors have requested Deloitte Corporate Finance to prepare this independent expert"s report setting out our opinion as to whether the Scheme is in the best interests of Shareholders.

This report is to be included in the Scheme Booklet to be sent to Shareholders and has been prepared for the exclusive purpose of assisting Shareholders in their consideration of the Scheme. We are not responsible to you, or anyone else, whether for our negligence or otherwise, if the report is used by any other person for any other purpose.

2.2 Basis of evaluation

2.2.1 Guidance

Schemes of arrangement can include many different types of transactions, including being used as an alternative to a Chapter 6 takeover bid and being used as the legal mechanism for a change of domicile. In our assessment as to whether the Scheme is in the best interests of the Shareholders, we have had regard to common market practice and RG 111 issued by ASIC in relation to the content of independent expert"s reports.

2.2.2 ASIC Regulatory Guide 111

This regulatory guide provides guidance in relation to the content of independent expert"s reports prepared for transactions under Chapters 5, 6 and 6A of the Corporations Act.

RG 111 does not specify the basis of evaluation for a change of domicile transaction but does indicate that the basis of evaluation selected by the expert must be appropriate for the nature of each specific transaction, that is, the expert must consider the substance of the proposed transaction and not the legal form when evaluating the proposed transaction.

The economic substance of the change in domicile transaction is that there is no change in the economic interests of Shareholders, who effectively retain their existing holdings in the assets of the Company following implementation of the Scheme. While the legal form of the Scheme, which involves the exchange of shares in Centamin for shares in New Centamin, is akin to a change in control transaction, there is not, in substance, any change in control taking place under the Scheme, but rather a form of ownership restructure. Accordingly, we do not consider it appropriate to analyse the change in domicile transaction as a control transaction.

We consider the appropriate approach to assess whether the Scheme is in the best interests of Shareholders is to consider the advantages and disadvantages of the Scheme and other relevant factors, and to conclude either that:

• the Scheme is in the best interests of the Shareholders if the advantages and other factors outweigh the disadvantages, or
• the Scheme is not in the best interests of Shareholders if the disadvantages and other factors outweigh the advantages.

2.2.3 Individual circumstances

We have evaluated the Scheme for Shareholders as a whole and have not considered the effect of the Scheme on the particular circumstances of individual investors. Due to their particular circumstances, individual investors may place a different emphasis on various aspects of the Scheme from the one adopted in this report. Accordingly, individuals may reach different conclusions to ours on whether the Scheme is in the best interests of Shareholders. If in doubt Shareholders should consult an independent adviser, who should have regard to their individual circumstances.

2.3 Disclosure of resources and reserves

Where mineral resource and reserve estimates have been quoted throughout this report, these have been based on previously released public reports of Centamin, each of which has been issued with the written consent of a relevant "Competent Person" as defined in the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves, which provides an equivalent presentation to the National Instrument 43-101 Standards of Disclosure for Mineral Projects.

2.4 Limitations and reliance on information

The opinion of Deloitte Corporate Finance is based on economic, market and other conditions prevailing at the date of this report. Such conditions can change significantly over relatively short periods of time. This report should be read in conjunction with the declarations outlined in Appendix C.

This engagement has been conducted in accordance with professional standard APES 225 Valuation Services issued by the Accounting Professional and Ethical Standards Board Limited (APESB). Our procedures and enquiries did not include verification work nor constitute an audit or a review engagement in accordance with standards issued by the Auditing and Assurance Standards Board (AUASB) or equivalent body and therefore the information used in undertaking our work may not be entirely reliable.

We are not lawyers and hence are not providing any corporate legal advice in this report. Accordingly, in preparing this report and in selecting the key issues from Annexure D of the Scheme Booklet, we consulted with Independent Legal Counsel and relied on their advice. Our Independent Legal Counsel reviewed the legal summary set out in Annexure D of the Scheme Booklet and confirmed that it is a fair summary of the relevant legal regimes. Our Independent Legal Counsel were also provided with certain sections of this report and confirmed they are consistent with the legal summary set out in Annexure D of the Scheme Booklet.

3 Profile of Centamin

3.1 Overview

Centamin operates in the global gold mining industry. The key driver of the industry is the world price of gold which is primarily driven by macroeconomic factors and to a lesser extent, by global supply and demand fundamentals. The major macroeconomic factors that affect the price of gold are inflation, changes in interest rates, exchange rates, global political and economic events and reserve policy set by central banks. The primary sources of gold demand are bullion investment and product fabrication whilst sources of supply are gold mine production and scrap supply. For the purposes of this report, we have not commented further on the gold mining industry as we are of the view that an analysis of the gold mining industry and its dynamics is not relevant in assessing the Reincorporation.

Centamin is a mineral exploration development and mining company incorporated in Australia and dual listed on the Main Market of the LSE and the TSX. Until its delisting in January 2010, Centamin"s share capital was also listed on the ASX.

Centamin was incorporated in 1970 and has been active in Egypt since 1995. In 2005, Centamin"s wholly owned subsidiary PGM, together with EMRA, were granted a 160 square kilometre (km² ) exploitation lease (Exploitation Lease) over the Sukari Gold Project (Sukari Project or the Project), located in the Eastern Desert of Egypt. The Project is Centamin"s principal asset and is operated by Sukari Gold Mining Company (SGM) which is owned equally by PGM and EMRA. The Project is the first large scale modern gold mine in Egypt.

In August 2011, Centamin acquired control of Sheba. Sheba operates through its sole subsidiary, Sheba Exploration Limited. Sheba owns gold and base metal exploration licences in Northern Ethiopia, Africa.

3.2 Corporate history

An overview of Centamin"s history is summarised in Table 1 below:

Table 1: Centamin corporate history

1970	incorporated in March 1970 in South Australia
	listed on the ASX in October 1970
1995	in June 1995 the Concession Agreement came into effect as Egyptian Law 222
1997	in April 1997 commenced evaluation drilling at Sukari in the Eastern Desert of Egypt
2000	in September 2000 the first Sukari resource was reported, containing 0.7 million troy ounces (Moz) Measured and Indicated plus 0.6 Moz Inferred
	on 21 December 2001, ordinary shares commenced trading on the AIM of the LSE
2001	in May 2005 work at the Sukari Project re-commenced following the awarding of the Exploitation Lease
2005	completed capital raising of £20.6 million through a private placement of shares in April 2006
2006	share offering raising CAD151 million, completed in April 2007
2007	on 5 April 2007, ordinary shares commenced trading on the TSX
	in November 2007, CAD134 million was raised through a special warrants issue
	share offering of circa 106.2 million shares raising CAD69 million, completed in February 2009
	during June 2009, commissioning of the Sukari Project processing plant commenced and first gold pour was achieved
2009	on 3 July 2009, Centamin announced a capital raising by private placement of shares, with the placement completed in the same month
	on 6 November 2009, admitted to the Official List of the LSE and trading on the AIM was cancelled
	on 29 January 2010, the Company's ordinary share capital was delisted from the ASX
2010	in June 2010, Centamin becomes a constituent of the FTSE 250 Index
	on 9 December 2010, announced the completion of a private placement raising £86 million
2011	on 8 August 2011, announced the close of the Company's offer for Sheba, that acceptances in respect of 95.6% of Sheba's share capital had been received and the Company's intention to compulsorily acquire the remaining shares in Sheba.

Source: ASX company announcements, Centamin company website, Centamin annual reports Notes: 1. CAD = Canadian dollar

3.3 The Concession Agreement

In June 1995, PGM entered into a concession agreement with the EMRA and the Egyptian government granting PGM and EMRA the right to explore, develop, mine and sell gold and associated minerals in specific concession areas in the Eastern Desert of Egypt covering 160 km² .

Following the demonstration of a commercial discovery, PGM and EMRA were required to establish an operating company owned 50% by each party. The operating company, SGM, was incorporated in 2006 and was formed to conduct exploration, development, exploitation and marketing operations in accordance with the Concession Agreement.

The terms of the Concession Agreement are such that PGM is required to solely fund SGM with PGM entitled to recover significant past and future exploration and capital contributions and operating expenses from sales revenue (excluding the royalty payable to the Egyptian Government discussed further below). After deduction of recoverable expenses by PGM, the remainder of the sales revenue from the Sukari Project is shared equally by PGM and EMRA subject to various incentives to PGM in the first four years of production where revenues exceed recoverable costs. The aggregate effect of the fiscal terms of the Concession Agreement is such that Centamin will receive the majority of the net operating cash flows (after payment of taxes and levies) from the Sukari Project over the current life of mine.

The Concession Agreement additionally grants various tax exemptions including the following significant exemptions:

• a 15 year tax exemption from any taxes imposed by the Egyptian government commencing 1 April 2010, with the potential to extend this a further 15 years
• exemptions from certain custom taxes and duties with respect to the importation of certain machinery and equipment
• exemptions from various duties and taxes on the export of gold and associated metals from the Project
• freedom to transfer PGM"s share of net proceeds and recovery of costs into USD or another freely transferable currency without any Egyptian government limitation, tax or duty
• PGM"s contractors and sub-contractors are entitled to import machinery, equipment and consumable items under the ""Temporary Release System"" which provides exemption from Egyptian customs duty.

The Egyptian Government is entitled to a royalty of 3% of net sales revenue from the sale of gold and associated minerals from the Sukari Project.

Further details pertaining to the Concession Agreement can be found in Section 5.3 of the Scheme Booklet.

3.4 Operating entities

3.4.1 Pharaoh Gold Mines NL

PGM is the primary, wholly owned subsidiary of the Company. The Company"s interests in the Concession Agreement are held by and registered in the name of PGM. The Sukari Project itself is operated by SGM, a jointly owned stock company established under the laws of Egypt, in accordance with the Concession Agreement.

The Sukari Project

The Sukari Project is located in the Eastern Desert of Egypt. The following map illustrates the location of the Project.

Figure 3: Location of the Sukari Project

Source: Centamin

Contained resource

The Sukari Project has measured and indicated resources of 10.9 million ounces, inferred resources of 3.5 million ounces and a 9.1 million ounce reserve base. An intensive drilling program is ongoing with active programs currently being conducted at Sukari Hill, Quartz Ridge and V-Shear with further resource upgrades expected.

Table 2: Sukari global resource

	Tonnes	Grade	Gold
	(Mt)2	(g/t Au)3	(Moz)
Measured & indicated¹	235.7	1.4	10.9
Inferred	68.9	1.6	3.5
Total	304.6	1.4	14.5

Source: Centamin

Notes:

1. Proven and probable ore reserves are included in mineral resources. Figures are below the August 2010 mined surface and do not include reserves with a grade less than 0.5g/t AU

2. 1. g/t Au = grams per metric tonne of gold
3. 1. Numbers may not add due to rounding.

Table 3: Sukari mineral reserve

Proven		Probable			Mineral reserve1
Tonnes (Mt)	Au (g/t)	Tonnes (Mt)	Au (g/t)	Tonnes (Mt)	Au (g/t)	Cont2 Au (Moz)
102.4	1.0	142.9	1.1	245.4	1.1	9.1

Source: Centamin

1. The mineral reserves are based on a resource model used by Centamin which includes drilling up to 31 May 2010 and below the August 2010 mined surface, a gold price of USD900 per ounce and a cut-off grade of 0.3g/t for oxide transition and sulphide material

2. Cont = contained

3. Numbers may not add due to rounding.

^2. Mt = Million metric tonnes

Notes:

Project development

Development of the Sukari Project commenced in the second quarter of 2007, following completion of a definitive feasibility study in February 2007 and a significant equity capital raising which was announced in March 2007 and completed in April 2007. Gold production at the Sukari Project commenced in June 2009 and includes both open pit and underground operations. The development of the Sukari Project is being managed by Centamin in four distinct stages:

• Stage 1: involved the construction of a 4 million metric tonnes per annum (Mtpa) carbon in leach/flotation gold processing facility. The commissioning of the Stage 1 process plant took place in December 2009, with regular gold exports commencing in early 2010
• Stage 2: involved the construction of a sulphide circuit with commissioning completed in April 2010
• Stage 3: is currently in progress and primarily involves installing a secondary crushing circuit and related infrastructure that will be integrated into the existing process plant crushing circuit. Stage 3 is targeting a mill throughput increase of 25% to 5Mtpa with project completion expected in 2011
• Stage 4: involves an expansion that is expected to increase throughput to 10Mtpa. Stage 4 was approved by the Board for a capital cost of USD255m (excluding contingencies) in the second quarter of 2011 and is intended to be financed entirely from cash flows generated by the Sukari Project. Commissioning is scheduled to occur in the first quarter of 2013.

Current operations

For the six months ending June 2011, a total of 2,251Mt of ore @ 1.08g/t Au was mined from open pit operations with a total material movement of 7,053Mt and resultant waste to ore ratio of 2.1:1. Commercial production commenced from the underground development at Sukari effective 1 May 2011, with a total of 3,865 tonnes @ 18.2g/t being mined during the period. In addition, 80,321 tonnes of development ore @ 9.57g/t was mined for the six months to June 2011. Open pit and underground mining operations were affected during the first half of 2011 by two separate occurrences both of which involved the supply of explosives. Both these issues have been resolved.

Process plant throughput for the six months to June 2011 was 1,590kt, increasing by 15% toward the end of the period with the commissioning of the secondary crushing circuit. Whilst it is understood that substantially higher throughput rates can be achieved, the circuit is yet to be optimised due to ore feed interruptions and the inclusion of some transitional ore in order to maintain feed supply which additionally impacted metallurgical recoveries. As noted, the Company is currently implementing a rapid expansion program and has approved its Stage 4 expansion project which seeks to increase the process capacity of the Project to 10Mtpa.

For the six months to June 2011 gold production of 93,195 ounces was achieved from the Sukari Gold Mine.

Total gold production during the third quarter of 2011 was 50,539 ounces, a 67% increase from the corresponding quarter in 2010 and a 5% increase on the production during the second quarter of 2011.

Centamin has forecast production of approximately 200,000 to 210,000oz for the year ended 31 December 2011 at a cash cost of approximately USD550/oz and is targeting an annual production rate of 500,000oz by 2013.

3.4.2 Sheba

Following a successful takeover offer in 2011, Centamin owns 100% of Sheba, a company which owns gold and base metal exploration licences in Northern Ethiopia. Sheba operates through its sole subsidiary, Sheba Exploration Limited, which has four exploration licences. Whilst there is significant uncertainty as to whether each of the projects will proceed to the development phase, should they do so, significant capital is likely to be required.

3.4.3 Other Projects

The Company is entitled to a royalty over the Nelson"s Fleet gold project near St Ives, Western Australia, from the St Ives Gold Mining Co Pty Limited, a subsidiary of Gold Fields Limited. Centamin"s interest in this project is largely passive in nature and the Company has not been informed of any mining of the tenement to date.

3.5 Directors and management

Centamin"s Board and key management personnel include the following:

Table 4: Centamin's Board and management overview

Name	Title	Appointed
Josef El-Raghy	Chairman	26 August 2002
Harry Nicholas Michael	Chief Executive Officer	3 March 2010
Trevor Stanley Schultz	Executive Director	20 May 2008
Gordon Edward Haslam	Senior Non-Executive Director	22 March 2011
Mark Anthony Lodge Bankes	Non-Executive Director	24 February 2011
Mark Richard Arnesen	Non-Executive Director	24 February 2011
Graeme Robert Tangye Bowker	Non-Executive Director	21 July 2008
Christopher Aujard	General Counsel and Joint Company Secretary	23 May 2011
Heidi Brown	Joint Company Secretary	23 January 2003
Pierre Louw	Chief Financial Officer	13 May 2011
Youssef El-Raghy	General Manager – Egyptian Operations	6 January 1995

Source: Centamin

Should the Scheme be successful, Centamin will no longer be required to have at least two permanent Australian residents on the Board, or at least one permanent Australian resident as Company secretary.

New Centamin's board of directors and executive officers immediately after the Reincorporation will be identical to that of the Board and executives immediately prior to the Reincorporation.

3.6 Capital structure and Shareholders

As at 31 October 2011, Centamin had 1,095,297,381 ordinary shares on issue.

The following table summarises the ten largest Shareholders of Centamin and their respective shareholdings.

Table 5: Centamin ten largest Shareholders as at 31 October 2011

		Percentage of total
Name	Number of Shares held	Shares on issue¹
Josef El-Raghy	71,195,086	6.5%
Fidelity Investments	55,629,441	5.1%
Legal & General Investment Management	55,193,655	5.0%
Kames Capital	53,849,876	4.9%
Columbia Management Investment Advisers, LLC	51,221,242	4.7%
Franklin Resources Inc.	50,989,102	4.7%
Royce & Associates, LLC	36,759,200	3.4%
Paulson & Co. Inc.	36,700,000	3.4%
Baring International Investment Limited	30,423,812	2.8%
USAA Investment Management Company	22,400,000	2.0%
Ten largest Shareholders	464,361,414	42.4%
Other Shareholders	630,935,967	57.6%
Total Shares outstanding	1,095,297,381	100.0%

Source: Capital IQ

Notes:

1. Numbers may not add due to rounding.

We are informed that the vast majority of the Shareholders are global institutional Shareholders or Shareholders based in the UK and Canada.

The following table summarises the change in the number of Shares held on the share registers in Australia, the UK and Canada over the past five years.

	Australian Register		UK Register (Depositary Interests)		Canadian Register		Total
	# Shares (million)	%	# Shares (million)	%	# Shares (million)	%	(million)
01-Sep-06	148.8	26%	429.9	74%	0.0	0%	579
12-Sep-07	153.7	20%	415.9	55%	186.2	25%	756
30-Jun-08	142.5	16%	398.6	45%	336.4	38%	877
01-Sep-08	148.0	17%	399.1	45%	331.4	38%	879
16-Jul-09	145.3	14%	417.6	41%	449.1	44%	1,012
28-Aug-09	145.4	14%	409.1	40%	458.7	45%	1,013
01-Feb-10	37.5	4%	548.2	54%	435.0	43%	1,021
30-Jun-10	25.3	2%	626.6	61%	376.9	37%	1,029
31-Dec-10	21.2	2%	730.6	68%	330.1	31%	1,082
30-Jun-11	20.9	2%	785.4	72%	285.5	26%	1,092
21-Sep-11	23.5	2%	804.6	73%	266.7	24%	1,095
31-Oct-11	23.6	2%	800.0	73%	271.7	25%	1,095

Table 6: Centamin Shares on issue by register as at 31 October 2011
---------------------------------------------------------------------	--

Source: Centamin

Prior to delisting from the ASX, the number of Shares held on the Australian register remained relatively stable. However, as a result of a number of capital raisings in the UK and Canada, the proportion of Shares held on the Australian register decreased from 26% in 2006 to 14% in 2009.

Following the delisting of Centamin from the ASX, the number of Shares held on the Australian register dropped even further and has since stabilised at 20 to 25 million Shares, with the number of Shareholders registered in Australia totalling 1,781 as at 31 October 2011. The figure below graphically depicts the change in the proportion of Shares held on Australian, UK and Canadian share registers over the past five years.

Figure 4: Centamin Shareholder composition by share registry

Source: Centamin

The relative increase over time in the number of Shares registered in the UK compared to Australia is mainly due to the significant migration from the Australian register to the UK register as a result of Centamin"s delisting from the ASX. Shareholders have migrated away from the Canadian register to the UK register as well. Since the delisting in Australia, the proportion of Shares registered in Canada has steadily decreased from 43% of total Shares on issue in February 2010 to 25% in October 2011.

The attractiveness of raising capital offshore coupled with the absence of a listed Australian market for Centamin Shares suggests that the Australian register, by number of Shares, is becoming less significant to the Company as a whole and will continue to diminish in significance in the future.

As at the date of this report Centamin had 2,630,150 million options on issue. These options have been granted to Directors and employees as part of long term incentive schemes.

In addition, as at the date of this report, 9,967,500 Shares were on issue to executive Directors and employees as part of loan funded share plans. These plans were designed to align the interests of the Directors and employees with Shareholders and the Company"s long term organisational strategy. Under the terms of the loan funded share plans, Centamin has provided limited recourse and interest free loans to executive Directors and employees of the Company for the purpose of acquiring new Shares. Each series vests once certain performance objectives are met. In the event the objectives are not achieved, or the Shares are forfeited by the participant, Centamin has the option to either re-acquire the Shares or direct the trustee to sell them, offsetting the proceeds against the outstanding loan amount.

As part of the Reincorporation, all existing options granted under the employee share option plan will either be exercised or lapse prior to implementation of the Scheme. The holder of options in Centamin who has acquired options other than through the Company"s share option plan (Investor Optionholder) has agreed in principle to have Centamin options cancelled and to be issued with an equivalent number of New Centamin options (the Options). Whilst this transaction has costs associated with it, they are not expected to be material. As all Options to be issued in New Centamin will have equal rights and entitlements to those currently on issue, there will be no value leakage.

3.7 Recent capital raisings

Since incorporation in March 1970, Centamin has sought additional funds through various equity raisings. Following is a summary of the equity raisings Centamin has undertaken over the past five years:

Date announced	Shares issued1	Price	Capital raised (million)	Nature of capital raising
Mar-06	75,000,000	£0.275	£21	private placement
Mar-07	163,622,198	CAD0.86	CAD151	public offering
Nov-07	112,000,000	CAD1.20	CAD134	special warrants issue
Jan-09	106,154,200	CAD0.65	CAD69	"bought deal" offering
Jul-09	19,000,000	CAD1.56	CAD30	private placement
Dec-10	51,500,000	£1.67	£86	private placement

Table 7: Capital raisings by Centamin since 2006

Source: Centamin

Notes:

1. Shares issued do not include Shares issued as a result of the exercise of unlisted broker warrants, Shares issued through employee share or option plans or Shares issued as a result of the acquisition of Sheba in August 2011.

We note the following in relation to Centamin"s equity raisings undertaken:

• in March 2006, Centamin raised £21 million in a private placement with the Shares being listed on the AIM. The purpose was to support long lead times, pre-mining costs in relation to the development of the Sukari mine and to provide funding for general working capital requirements

• in March 2007, Centamin raised CAD151 million in a public offering on the TSX to provide funding towards the development of the Sukari Project including drilling to test for extensions to resources, funding support for regional exploration programs and working capital requirements

• in November 2007, Centamin raised CAD134 million via a special warrants issue on the TSX. The purpose was to provide additional funding for the continued development of the Sukari gold project in particular for underground development, funding for other exploration programs and for general corporate purposes

• in January 2009, Centamin raised CAD69 million in a bought deal offering on the TSX to provide funding to support the completion of the development and construction of the Sukari Project, funding for other exploration programs and general corporate and working capital requirements
• in July 2009, Centamin raised CAD30 million in a private placement on the TSX. The purpose was to provide funding for continued exploration activities and general corporate purposes
• in December 2010, Centamin raised £86 million in a private placement on the LSE to provide funding support for general corporate purposes and working capital requirements.

Since 2006, all capital raisings have been conducted in either the UK or Canadian capital markets with none being conducted in Australia. The number and size of capital raisings in the UK and Canada reflect the relatively greater familiarity and experience investors in those markets have with respect to mining operations in African countries.

3.8 Share price performance

A summary of Centamin"s quarterly share price movements and trading volumes on the LSE and TSX from 30 September 2009 to 30 September 2011 and for the month of October 2011 is provided in the tables below.

End date	High (£)	Low (£)	Last trade (£)	Volume (million)	% of current free float1	VWAP2 (£)
31-Dec-09	1.43	0.98	1.23	321	31.4%	1.27
31-Mar-10	1.37	1.07	1.36	225	22.0%	1.23
30-Jun-10	1.71	1.28	1.64	453	44.4%	1.56
30-Sep-10	1.94	1.50	1.77	258	25.2%	1.68
31-Dec-10	1.97	1.62	1.76	288	28.2%	1.76
31-Mar-11	1.76	1.19	1.36	556	54.4%	1.37
30-Jun-11	1.54	1.15	1.26	247	24.1%	1.31
30-Sep-11	1.42	0.90	0.94	278	27.2%	1.12
31-Oct-11	1.15	0.92	1.10	71	7.0%	1.12

Table 8: Centamin quarterly share price information – LSE

Source: Reuters

Notes:

1. Free float calculated as 1,095,297,381 million issued Shares as at 31 October 2011, less 73,365,086 Shares relating to the Directors

2. Volume weighted average price

3. The above data is based on Shares traded on the LSE only and does not take account of Shares traded on other UK share trading platforms.

In the six month period to 31 October 2011, approximately 19.0 million Shares were traded on the LSE on a weekly basis. This equates to an average weekly trading volume of approximately 1.7% of Centamin"s total issued capital.

End date	High (CAD)	Low (CAD)	Last trade (CAD)	Volume (million)	% of current free float1	VWAP2 (CAD)
31-Dec-09	2.46	1.62	2.08	270	26.4%	2.14
31-Mar-10	2.29	1.80	2.14	104	10.2%	1.98
30-Jun-10	2.59	2.00	2.59	176	17.2%	2.32
30-Sep-10	3.07	2.40	2.82	110	10.8%	2.67
31-Dec-10	3.14	2.47	2.78	117	11.4%	2.84
31-Mar-11	2.78	1.89	2.10	250	24.5%	2.14
30-Jun-11	2.42	1.79	1.94	115	11.3%	2.05
30-Sep-11	2.18	1.47	1.59	100	9.7%	1.77
31-Oct-11	1.88	1.48	1.72	16	1.6%	1.65

Source: Reuters

Notes:

• 1. Free float calculated as 1,095,297,381 million issued Shares as at 31 October 2011, less 73,365,086 Shares relating to the Directors
• 1. Volume weighted average price
• 1. The above data is based on Shares traded on the TSX only and does not take account of Shares traded on other Canadian share trading platforms.

In the six month period to 31 October 2011, approximately 7.0 million Shares were traded on the TSX on a weekly basis. This equates to an average weekly trading volume of approximately 0.7% of Centamin"s total issued capital.

The Share price movements and trading volumes from 30 September 2009 to 31 October 2011 are presented graphically in the figure below:

Source: Reuters Notes:

^1. TSX Share price has been adjusted using closing spot Pounds Sterling/Canadian Dollar exchange rates on each trading date.

Between 30 September 2010 and 31 October 2011, Centamin"s share price fluctuated between £1.97 and £0.90 on the LSE and between CAD3.14 and CAD1.47 on the TSX. Key factors impacting Centamin"s share price include geopolitical events in Egypt, production issues at the Sukari Project and broader macroeconomic uncertainty as a result of the European sovereign debt crisis. Centamin"s share price declined 36.5% on the LSE and 40.3% on the TSX over the 12 months to 31 October 2011. Fluctuations in the Company"s share price on the TSX broadly matched those on the LSE after adjusting for exchange rate movements, with the difference in the Company"s share price movement on the TSX explained by a 1.7% depreciation of the pound relative to the Canadian dollar over the period and the different trading times of each exchange.

The main movements in Centamin"s share price and volume identified in the figure above are summarised in the following table:

	Table 10: Centamin share trading history
--	------------------------------------------	--	--	--

Reference	Note
1	On 7 October 2009, Centamin gave official notice of its intention to delist from AIM and noted that it expected to be admitted to the Official List in November. Centamin was admitted to the Official List and had its shares simultaneously cancelled on AIM on 6 November 2007
2	On 29 March 2010, Centamin announced that it had poured its first tonne of gold at the Sukari Project
3	On 26 May 2010 Centamin released a progress update at the Sukari Project noting that the Company remained on track to produce 200,000 ounces of gold in 2010
4	On 21 June 2010, Centamin announced it had become a constituent of the FTSE 250 Index
5	On 13 September 2010, Centamin revised its 2010 production guidance downwards to 160,000-170,000 ounces. A further announcement by Centamin on 15 September 2010 upwardly revised proven and probable reserves by 28%
6	On 3 November 2010, Centamin released its quarterly production report, announcing gold production of 30,243 ounces and re-affirmed forecast total production in 2010 of 160,000-170,000 ounces
7	During January 2011, Centamin shares declined significantly as political developments in Egypt weighed on investor sentiment
8	On 18 February 2011, amid further political uncertainty in Egypt and media speculation as to the operations at the Sukari Project, Centamin released a statement noting there had been minimal reaction at the Sukari Project to the wider political changes unfolding in Egypt and that operations at the Sukari Project continued uninterrupted
9	On 7 April 2011, Centamin released its quarterly report for the 3 months ended 31 March 2011, announcing gold production of 45,204 ounces, and forecast total production in 2011 of 250,000-290,000 ounces
10	On 2 August 2011 Centamin released its quarterly report for the three months ended 30 June 2011, announcing gold production of 47,991 ounces, and revised guidance for total production in 2011 downwards to 200,000- 210,000 ounces.

Source: company announcements

Centamin"s initial listing was on the ASX. However, on 29 October 2009, Centamin applied to be delisted from the ASX citing the following reasons:

• the relatively low level of liquidity in trading in the Company"s Shares on ASX compared to the AIM and TSX. Of all of the Shares traded during the period from 01 October 2008 to 30 September 2009, only 2.2% were traded through the ASX
• the Australian register accounted for less than 15% of the share capital of the Company and less than 8% excluding Directors" holdings on the Australian register.

Centamin was officially delisted from the ASX in January 2010. The Company arranged a facility for Australian Shareholders whereby they were able to sell their holdings on the LSE and TSX for three months following delisting. A major consequence of the delisting was a significant decline in the number of Shareholders on the Australian register with the proportion of Shareholders on the Australian register declining from 14.4% to 2.5% between 28 August 2009 and 30 June 2010.

3.9 Investor market

As discussed in Section 3.6, the vast majority of Shareholders are registered in the UK. Given the similarity between the laws in Jersey and the UK, UK investors are generally comfortable investing in companies incorporated in Jersey. Furthermore, as illustrated in the table below, it does not appear to be uncommon for mining companies listed on the AIM or LSE to be incorporated in Jersey.

Company	Primary industry	Market	Market capitalisation (£'million)¹
Bellzone Mining Plc	General Mining	AIM	233
Glencore International Plc	General Mining	LSE	30,321
Goldstone Resources Ltd	General Mining	AIM	15
Highland Gold Mining	Gold Mining	AIM	625
Minera IRL Ltd	Gold Mining	AIM	81
Noventa Ltd	General Mining	AIM	22
Polyus Gold International Ltd	Gold Mining	LSE	6,172
Randgold Resources	Gold Mining	LSE	6,221

Source: LSE, Capital IQ

Notes:

1. Market capitalisation as at 31 October 2011.

3.10 Financial performance

The audited statement of financial performance of Centamin for the year ending 30 June 2009 and 30 June 2010, the six months ending 31 December 2010 and the reviewed financial performance for the six months ending 30 June 2011 are summarised in the table below.

These statements of financial performance were reported in USD, but have been converted to AUD based on the exchange rate at the end of the reporting period as disclosed in the notes to the table below.

Table12: Financial performance

	Six Months Ended 30-Jun-11¹ AUD'000	31-Dec-10² AUD'000	Financial Year Ended 30 June 2010³ AUD'000	20094 AUD'000
	Reviewed	Audited	Audited	Audited
Revenue	155,885	85,804	44,245	3,565
Other revenue	1,892	38	1,042	15
Cost of sales	-54,991	-49,419	-18,120	-670
Production royalty	-4,656	-2,562	-2,587	-
Foreign exchange (loss)/ gain	1,851	1,567	4,240	-23,766
Corporate administration expenses	-2,225	-3,692	-6,820	-2,640
Share based payments	-522	-14	-2,020	-3,951
Other expenses	-97	-195	-	-
Profit / (Loss) before income tax	97,138	31,528	19,979	-27,448
Tax income/(expense)	-	-	-4,879	208
Net Profit / (loss) for the period	97,138	31,528	15,100	-27,239

Source: Scheme Booklet

Notes:

• 1. Daily exchange rate on 30 June 2011 of AUD 1 = USD 1.0739
• 1. Daily exchange rate on 31 December 2010 of AUD 1 = USD 1.0163
• 1. Daily exchange rate on 30 June 2010 of AUD 1 = USD 0.8523
• 1. Daily exchange rate on 30 June 2009 of AUD 1 = USD 0.8114.

We note the following in relation to Centamin"s financial performance:

• operating revenue was nil prior to the 2010 financial year as operations had not commenced at the Sukari Project, Centamin"s sole operating asset. Revenue prior to 2010 primarily represents interest revenue from bank deposits
• revenue for the six month period to 30 June 2011 continued to show significant improvement primarily as a result of an increase in mining operations at the Sukari Project. During the period approximately 93.2 thousand ounces of gold was produced and 113.5 thousand ounces of gold was sold at an average sale price of USD 1,467 per ounce
• Centamin"s functional and presentational currency is the USD. Foreign exchange gains and losses reflect movements in the carrying value of non USD denominated currencies between reporting periods. The large foreign exchange loss in 2009 is mainly attributable to the significant deterioration in the CAD against the USD during the first half of 2009
• the strong improvement in net profit for the six months ending 30 June 2011, was primarily due to an increase in gold production, an increase in the average price of gold and timing differences between the production and sale of gold. An amount equal to 122% of gold produced was sold in the six months to 30 June 2011, compared to 80% in the prior six months.

3.11 Financial position

The audited statement of financial position of Centamin as at 30 June 2009 and 30 June 2010, 31 December 2010 and the reviewed financial position as at 30 June 2011 are summarised in the table below.

The statements of financial position were reported in USD, but have been converted to AUD based on the exchange rate at the end of the reporting period as disclosed in the notes in the table below.

Table13: Financial position

	30-Jun-11¹	31-Dec-10²	30 June 2010³	30 June 20094
	AUD'000	AUD'000	AUD'000	AUD'000
	Reviewed	Audited	Audited	Audited
Cash and cash equivalents	136,276	151,863	36,755	84,556
Trade and other receivables	34,975	126	3,891	37
Inventories	49,127	37,407	25,649	4,659
Other financial assets	15,294	453	314	1,165
Total current assets	235,672	189,848	66,609	90,417
Plant and equipment	283,640	275,504	332,127	73,797
Deferred tax assets	–	–	–	5,058
Exploration, evaluation and development expenditure	177,896	165,201	162,531	331,618
Total non-current assets	461,536	440,706	494,658	410,473
Total assets	697,207	630,554	561,267	500,890
Trade and other payables	19,129	17,713	26,052	9,187
Current tax liabilities	413	437	521	547
Provisions	701	655	652	747
Total current liabilities	20,244	18,805	27,225	10,481
Provisions	2,408	2,582	3,076	2,140
Total non-current liabilities	2,408	2,582	3,076	2,140
Total liabilities	22,652	21,387	30,302	12,620
Net assets	674,555	609,167	530,966	488,270

Source: Scheme Booklet

Notes:

• 1. Daily exchange rate on 30 June 2011 of AUD 1 = USD 1.0739
• 1. Daily exchange rate on 31 December 2010 of AUD 1 = USD 1.0163
• 1. Daily exchange rate on 30 June 2010 of AUD 1 = USD 0.8523
• 1. Daily exchange rate on 30 June 2009 of AUD 1 = USD 0.8114.

We note the following in respect of Centamin"s statement of financial position as at 30 June 2011:

• cash and cash equivalents comprises of cash on hand, demand deposits and short term highly liquid investments and is net of exchange rate changes on the balance of cash held in foreign currencies. The increase between June 2010 and December 2010 is largely attributable to the £86 million capital raising conducted in December 2010 and the ramp up of operations at the Sukari Project
• trade and other receivables are made up of an accrual of 24,409 oz of gold and 2,002 oz of silver at the refiners at 30 June 2011. Receivables and inventory increased primarily due to the rise in trade receivables and inventory stemming from the Sukari operations

• other financial assets include trade receivables, loans and other receivables that have fixed or determinable payments and which are not quoted in an open market. The increase in other assets between December 2010 to June 2011 can largely be attributable to an increase in loans and receivables over the period

• non current assets increased as a result of the expenditure incurred with regard to ongoing exploration and development activities at Sukari. The Company"s accounting policy is to capitalise expenditure of this nature under the categories of Property, Plant and Equipment and Exploration, Evaluation and Development. Included within the exploration and evaluation expenditure is USD5.3 million being the excess of consideration over the net tangible assets acquired on the acquisition of PGM in January 1999

• current liabilities increased in the six months ending 30 June 2011 due to long lead times in construction activities at the Sukari Project, along with additional commitments relating to the increase of the mining fleet.

4 Impact of the Scheme

Set out below is a summary of the implications of the Scheme so far as Shareholders are concerned.

4.1 Ownership structure

Pursuant to the Scheme, Shareholders in eligible jurisdictions will have their Shares replaced with shares in New Centamin which they will be able to trade on the LSE and the TSX (as is currently the case with Centamin Shares).

The economic substance of the Scheme is that there is no change in the economic interests of Shareholders in eligible jurisdictions, who effectively retain their existing holdings in the assets of Centamin and its subsidiaries.

4.2 Financial implications

There will be one-off transaction costs in implementing the Scheme which the Directors have estimated to be in the range of AUD2.5 million to AUD2.7 million. A significant proportion of those costs have already been incurred or will be incurred regardless of whether the Reincorporation is approved by Shareholders.

Other than an increase in overhead costs relating to such things as maintaining a register in Jersey and ensuring compliance with applicable Jersey laws, there are no further direct financial implications from the Reincorporation. Centamin management has not quantified any potential increase in overheads but has stated that it does not expect them to be material.

4.3 Liquidity of Shares

If the Scheme is approved, Centamin will be delisted from the LSE and the TSX and New Centamin will have its shares listed on the LSE and TSX (effectively replacing Centamin as the listed entity). To the extent implementation of the Scheme removes impediments to investing in New Centamin Shares, for example, if investors are prohibited from investing in companies domiciled outside of Great Britain, this could enhance the relative attractiveness of New Centamin compared to Centamin.

All else being equal, it is expected that the free float and volumes of securities traded on the LSE and TSX should not change following implementation of the Scheme.

4.4 Tax implications

In preparing this section of our report we have had regard to the information contained in Section 6.9 and Section 8 of the Scheme Booklet.

Shareholders should also seek their own professional taxation advice based on their own particular facts and circumstances as tax implications will vary depending on the circumstances of each Shareholder.

4.4.1 New Centamin

Based on the information contained in Section 6.9 of the Scheme Booklet and discussions with Centamin as well as with tax advisers involved with the Scheme, there are no apparent significant tax issues associated with the Reincorporation for New Centamin.

4.4.2 Shareholders

This section applies to Eligible Scheme Participants that are residents of Australia, the UK, the US and Canada. We have considered, as a general guide, the tax consequences for the UK, the US, Canadian and Australian Shareholders based on the work undertaken by Centamin and its advisers.

Based on the information contained in Section 8 of the Scheme Booklet and discussions with Centamin as well as with tax advisers involved with the Scheme, there are no apparent significant tax issues associated with the Reincorporation for Shareholders resident in Australia, the UK, the US and Canada.

4.5 Legal implications

In preparing this section of our report we have had regard to the information contained in Annexure D of the Scheme Booklet which sets out a comparison of the Australian and Jersey legal regimes.

4.5.1 Impact on Shareholder rights

As a company incorporated in Australia, Centamin is subject to its constitution, the provisions of the Corporations Act and related law (Australian Corporate Law). Should the Scheme be implemented, Shareholders will hold shares in a company incorporated in Jersey rather than a company incorporated in Australia. As a company incorporated in Jersey, New Centamin will be subject to its Articles and the provisions of the Jersey Companies Law. Generally, the protection afforded to Shareholders under each jurisdiction is of a comparable standard in that the rules and regulations which govern the administration and operations, at director and shareholder level, of a company in Jersey are similar to the requirements in Australia. There are some differences between the rules and regulations in each jurisdiction and this will have implications for the rights of Shareholders. We have set out below a summary of the more material differences.

Takeovers

Takeovers of companies incorporated in Australia are governed by Chapter 6 of the Corporations Act. Conversely, takeovers of companies incorporated in Jersey are primarily regulated by the UK Takeovers Law as a result of the Companies (Appointment of Takeovers and Mergers Panel) (Jersey) Order.

One of the more significant differences between Australian Corporate Law and UK Takeovers Law relates to the ownership thresholds at which a buyer of shares must make a formal offer for all shares in a company, with the UK Takeovers Law being less restrictive on an acquiring company relative to Australian Corporate Law. In this regard:

• subject to various exceptions, Australian Corporate Law prohibits the acquisition of shares where that acquisition results in a person"s voting power increasing above 20% or at all in respect of a person with a voting interest between 20% and 90%
• subject to various exceptions, UK Takeovers Law prohibits the acquisition of shares by a person (including persons acting in concert) where the acquisition results in the acquirer"s voting power increasing above 30% or at all where the acquirer owns between 30% and 50% of shares in a company

Protection of minority interests

Australian Corporate Law and Jersey Companies Law are similar in their protection of minority interests. However, the rights afforded to minority shareholders under Jersey Companies Law are less generous than under Australian Corporate Law. Rights afforded to shareholders under Australian Corporate Law include, but are not limited to, the following:

• a special resolution is passed by 75% of the votes cast by shareholders entitled to vote on the resolution
• the right for at least 100 shareholders or shareholders holding at least 5% of the votes that may be cast at the meeting to requisition a general meeting
• shareholders, former shareholders, and persons entitled to be a shareholder have a statutory right to bring a derivative action on behalf of a company
• shareholders may bring an action for relief from action which is oppressive, unfairly prejudicial, or unfairly discriminatory against any shareholders (either in the capacity as a shareholder or otherwise). Former shareholders may also bring an action if it relates to the circumstances in which they ceased to be a shareholder.

As noted, while Jersey Companies Law has a number of similar aspects to that of Australian Corporate Law, the rights and protections offered to minority shareholders are not as generous. The rights and protections include, but are not limited to, the following:

• unless a company's articles of association specify a greater majority (in which case the greater majority stated in the articles will be required), a special resolution can be passed by a 2/3 majority of holders present at a duly convened meeting. New Centamin"s Articles specify a majority of 75%

• the right for shareholders holding at least 10% of the issued capital of a company to requisition a general meeting

• in exceptional circumstances a minority shareholder is permitted to bring a derivative action on behalf of a company

• only current shareholders may bring an action for conduct which is unfairly prejudicial to a section of shareholders or the shareholders generally.

Related party transactions

Except in certain circumstances, the Corporations Act requires that Centamin obtain Shareholder approval to give a financial benefit to a related party of Centamin.

There are no specific provisions under Jersey Companies Law in respect of related party transactions, but general protections such as directors' duties apply. However, New Centamin will be subject to the UK Listing Rules in respect of related party transactions, just as Centamin currently is.

Directors' indemnity or liability

The Corporations Act prohibits directors from being indemnified against specific liabilities, which includes indemnities for legal costs in specific circumstances. Payments by a company of insurance premiums for directors, which cover conduct involving a wilful breach of duty or a breach of certain statutory directors" duties, are also prohibited under the Corporations Act.

Under Jersey Companies Law, there is a prohibition on a company providing an indemnity to directors except for:

• liabilities incurred by a director in defending civil or criminal proceedings where judgment is given in the directors" favour, the proceedings are discontinued otherwise than for some benefit conferred by the person or some detriment suffered by the person or which are settled on terms where, in the opinion of the directors of the Company, the person was substantially successful on the merits in the persons resistance to the proceedings;
• any liability incurred otherwise than to the Company if the director acted in good faith with a view to the best interests of the Company; or
• where the court has otherwise granted relief to the person under the Jersey Companies Law

and the company may fund and maintain directors' and officers' liability insurance.

Notice of meetings

Under Centamin's constitution, Shareholders must be given not less than 28 days' notice of a general meeting. In contrast, under New Centamin"s Articles, an annual general meeting shall be called by not less than 21 clear days' notice. All other general meetings shall be called by not less than 14 clear days' notice, provided certain conditions are met.

Appointment of directors

Australian Corporate Law requires that an Australian domiciled public company must have at least three directors, two of whom must be Australian. In contrast, companies domiciled in Jersey require a minimum of two directors and there are no requirements regarding the residence of a director.

Legal recourse against Centamin

Shareholders may currently apply to an Australian Court in respect of an action against Centamin. If the Reincorporation proceeds, a Shareholder must apply to a Jersey Court.

Share Capital

Neither Australian Corporate Law or Jersey Companies Law specifically govern pre-emptive rights. Pre-emptive rights are based on contract law in each jurisdiction and, where present, are contained in the constitution/articles of a company.

Both Centamin"s constitution and the New Centamin Articles contain pre-emption provisions. Under Centamin's constitution, Centamin must not allot Shares or other equity securities to a person on any terms unless it has made an offer to each person who holds Shares to allot to them, on the same or more favourable terms, a proportion of those securities that is, as nearly as practicable equal to the proportion in nominal value held by them of Centamin"s share capital. New Centamin"s Articles contain pre-emption provisions similar to those currently contained under the Centamin constitution. However any pre-emptive offers are required to be made only to those shareholders who have addresses in the UK or Jersey. New Centamin shareholders including those outside of the UK and Jersey may receive notices by electronic communication by notifying New Centamin of their email address to be used for the purpose of receiving notices.

Dividends and other distributions

Under both the Corporations Act and Jersey Companies Law, a company is allowed to pay a dividend provided that certain solvency requirements are met. However, the position under Jersey law may give New Centamin more flexibility to make distributions depending on the circumstances.

Buy-back of shares

Under both the Corporations Act and Jersey Companies Law, a company is allowed to undertake a share buyback subject to insolvency and procedural requirements particular to each jurisdiction. However, under Jersey Companies Law, a share buy-back must also be sanctioned by a special resolution of the company and is subject to various conditions under the Jersey Companies Law, including the need for the directors to give a 12-month forward-looking solvency statement in a prescribed form.

Winding up

The concept of a winding up is broadly similar to that under Australian law, except that under Jersey law, a winding up may only be commenced by the Jersey company and not by one of its creditors. Under Jersey Companies Law, the two procedures for dissolving a Jersey company are winding up and en désastre. A concept such as administration does not exist under Jersey Companies Law, nor does receivership.

4.5.2 Ineligible Foreign Shareholders

Refer to section 1.5 for an overview of the implications of the Scheme for Ineligible Foreign Shareholders.

4.6 Implications for the Concession Agreement

Centamin has received advice confirming the following regarding implications of the Reincorporation for the Concession Agreement:

Tax implications

The Concession Agreement grants a variety of tax exemptions in relation to income generated from SGM operations including, from 2010, a further 15 year tax exemption from all taxes imposed in Egypt. No Egyptian taxes should therefore be levied on income generated from the Sukari Project.

Based on the fact that neither the Concession Agreement nor any Egyptian assets are being directly transferred as part of the Reincorporation process, there is an expectation that the tax exemptions granted under the Concession Agreement will remain unaffected by the Reincorporation.

Legal implications

There is no change of control restriction in the Concession Agreement. However, the Concession Agreement states that the shares of PGM cannot be dealt in or publicly offered in Egypt. The Concession Agreement does not address the issue of dealing in the shares of Centamin whether in Australia, UK, Canada, or the USA. Hence, any change in ownership in Centamin will not trigger any default under the Concession Agreement.

For the purpose of the Reincorporation, Centamin has received advice which confirms that:

• the Reincorporation will not result in a violation or breach of any term of the Concession Agreement or the Exploitation Lease or any law or regulation applicable to SGM
• the Reincorporation will not require the publication or registration of a prospectus in Egypt
• no Egyptian regulatory consents, approvals or permissions are required to enable the Reincorporation to be completed
• the Reincorporation will not result in any breach of the provisions of the bylaws of SGM.

Therefore there should be no legal or tax implications which may affect the Concession Agreement. In addition, Centamin is confident it will receive all the necessary approvals, regulatory or other, required for the Reincorporation.

4.7 Financial reporting

There will be no material change in the financial reporting requirements of Centamin after the Scheme is implemented. Centamin is subject to regular reporting and continuous disclosure obligations through its securities being listed on the LSE and the TSX. By attaining listings on the LSE and the TSX, New Centamin will also be required to comply with the UK Listing Rules and Canadian securities law (just as Centamin is currently required to).

4.8 Corporate governance

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

The Reincorporation will not have any material effect on Centamin's corporate governance regime. New Centamin expects to continue to apply Centamin's corporate governance policies and procedures in all material respects following the Reincorporation.

4.9 Implications if the Scheme is not approved

If Shareholders do not approve the Scheme, the following key implications will arise:

• Shareholders will retain their Shares in Centamin, which will continue to be listed on the LSE and the TSX
• the benefits expected to arise from the Scheme will not be obtained and Centamin will continue to be subject to the Corporations Act
• regardless of whether the Scheme is actually implemented, most of the costs to be incurred in connection with the Scheme have already been incurred or will be incurred by the date of the meeting to approve the Scheme.

Appendix A: Glossary

Reference	Definition
AFSL	Australian Financial Services Licence
AIM	Alternative Investment Market
APESB	Accounting Professional and Ethical Standards Board Limited
Articles	Draft memorandum and articles of association proposed to be adopted by New
	Centamin
ASIC	Australian Securities and Investments Commission
ASX	Australian Stock Exchange
AUASB	Auditing and Assurance Standards Board
AUD	Australian dollars
Australian Corporate Law	Corporations Act 2001 (Cth) as amended, its regulations and related case law
Board	Board of directors of Centamin
CAD	Canadian Dollar
Centamin	Centamin Egypt Limited
Centamin Group	Centamin and its subsidiaries
Company	Centamin Egypt Limited
Concession Agreement	Agreement between PGM and the Egyptian Government granting PGM and EMRA the right to explore, develop, mine and sell gold and associated minerals in specific concession areas in the Eastern Desert of Egypt
Court	A Court of competent jurisdiction under the Corporations Act 2001 (Cth)
CREST	Central securities depository for the UK
Deloitte Corporate Finance	Deloitte Corporate Finance Pty Limited
Depositary interests	A security issued under the depository interest deed relating to the Shares and the CREST Regulations
Directors	the directors of Centamin
EBIT	Earnings before interest and tax
EBITDA	Earnings before interest, tax, depreciation and amortisation
Eligible Scheme Participants	Shareholders as at 7.00 pm Australian Western Standard Time on the Record Date who are not Ineligible Foreign Shareholders
EMRA	Egyptian Mineral Resource Authority
Exploitation Lease	the exploitation rights granted to PGM and EMRA pursuant to the Concession Agreement and the agreement dated 24 May 2005 between PGM and EMRA approved by the Egyptian Minister of Petroleum
FOS	Financial Ombudsman's Service
FSG	Financial Services Guide
g/t	Grams per metric tonne of gold
Implementation Agreement	the Implementation Agreement between New Centamin and Centamin which sets out the arrangements agreed between New Centamin and Centamin in relation to the Reincorporation
Ineligible Foreign Shareholders	Each Shareholder whose name is recorded as the legal holder of Shares in the Share Register as at the Record Date and whose address is recorded in the Share Register as at the Record Date as being a place outside Australia, New Zealand, Canada, the United Kingdom, the United States, Jersey, or Egypt or Ireland, unless New Centamin is satisfied, before the Record Date and without being obliged to conduct any investigations into the matter, that such Shareholders lawfully can be issued New Centamin Shares pursuant to the Scheme
Investor Optionholder	the holder of options in Centamin who has acquired options other than through the Company's employee share option plan
Jersey Companies Law	the Companies (Jersey) Law 1991, as amended
Km²	Square kilometre
LSE	London Stock Exchange plc
Main Market	The main market operated by the LSE
Moz	Million troy ounces

Mt	Million metric tonnes
Mtpa	Million metric tonnes per annum
New Centamin	New Centamin Limited, a company incorporated in Jersey
New Centamin Shares	Ordinary shares in New Centamin Limited
Nominee	A nominee appointed to sell the New Centamin Shares on market on behalf of the Ineligible Foreign Shareholders in accordance with the terms of the Scheme
Official List	Official list of the UK Listing Authority
Options	Options offered in New Centamin to holders of Centamin options
Part 3	Part 3 of Schedule 8 of the Corporations Regulations 2001 (Cth)
PGM	Pharaoh Gold Mines NL
Project	Sukari Gold Mine and surrounding tenements managed by PGM in accordance with the Concession Agreement
Record Date	The third Business Day following the date on which the Scheme becomes effective, or such earlier date as New Centamin and Centamin may agree to in writing
Reincorporation	The proposed change of domicile of Centamin via the transfer of Shares to New Centamin and subsequent listing of New Centamin Shares on the LSE and TSX
RG 111	ASIC Regulatory Guide 111: Content of expert reports, issued by ASIC in March 2011
Scheme	Scheme of arrangement whereby Shareholders will exchange their securities in Centamin for shares in a listed newly incorporated company domiciled in Jersey
Scheme Booklet	Information that explains the terms of the Scheme
Section 411	Section 411 of the Corporation Act 2001 (Cth)
Shares	Ordinary shares of Centamin Egypt Limited
Shareholders	Existing holders of Shares
Share Register	means the register of members of Centamin maintained in accordance with the Corporations Act 2001 (Cth)
Sheba	Sheba Exploration (UK) Plc
SGM	Sukari Gold Mining Company
Sukari Project	Sukari Gold Mine and surrounding tenements managed by PGM in accordance with the Concession Agreement
TSX	Toronto Stock Exchange
UK	United Kingdom
UK Takeovers Law	The law relating to takeovers in Jersey
US	United States
USD	United States Dollar
VWAP	Volume weighted average price

Appendix B: Sources of information

In preparing this report we have had access to the following principal sources of information:

• the Scheme Booklet, including earlier drafts
• the draft Prospectus
• the Scheme Implementation Agreement
• Australian, UK and Canadian Shareholder registers of Centamin
• financial statements and related documents for the financial years ending 30 June 2008, 30 June 2009 and 30 June 2010
• Centamin audited financial statement for the six months ending 31 December 2010 and reviewed financial statement for the six months ending 30 June 2011
• various internal management reports
• Centamin annual reports
• ASX announcements and company presentations and announcements
• Centamin company website
• other publicly available information including information published by ASX, LSE, ASIC, broker reports, Reuters and Capital IQ.

In addition, we have had discussions with various members of the management team and advisers to Centamin in relation to the above information and to current operations and prospects.

Appendix C: Qualifications, declarations and consents

The report has been prepared at the request of the Directors of Centamin and is to be included in the Scheme Booklet to be given to Shareholders for approval of the Scheme in accordance with Part 3 of Section 411 of the Corporations Act 2001. Accordingly, it has been prepared only for the benefit of the Directors and those persons entitled to receive the Scheme Booklet in their assessment of the Scheme outlined in the report and should not be used for any other purpose. Neither Deloitte Corporate Finance, Deloitte Touche Tohmatsu, nor any member or employee thereof, undertakes responsibility to any person, other than the Shareholders and Centamin, in respect of this report, including any errors or omissions however caused. Further, recipients of this report should be aware that it has been prepared without taking account of their individual objectives, financial situation or needs. Accordingly, each recipient should consider these factors before acting on the Scheme. This engagement has been conducted in accordance with professional standard APES 225 Valuation Services issued by the APESB.

The report represents solely the expression by Deloitte Corporate Finance of its opinion as to whether the Scheme is in the best interests of the Shareholders as a whole in relation to Section 411.

Statements and opinions contained in this report are given in good faith but, in the preparation of this report, Deloitte Corporate Finance has relied upon the completeness of the information provided by Centamin and its officers, employees, agents or advisors which Deloitte Corporate Finance believes, on reasonable grounds, to be reliable, complete and not misleading. Deloitte Corporate Finance does not imply, nor should it be construed, that it has carried out any form of audit or verification on the information and records supplied to us. Drafts of our report were issued to Centamin management for confirmation of factual accuracy.

In recognition that Deloitte Corporate Finance may rely on information provided by Centamin and its officers, employees, agents or advisors, Centamin has agreed that it will not make any claim against Deloitte Corporate Finance to recover any loss or damage which Centamin may suffer as a result of that reliance and that it will indemnify Deloitte Corporate Finance against any liability that arises out of either Deloitte Corporate Finance"s reliance on the information provided by Centamin and its officers, employees, agents or advisors or the failure by Centamin and its officers, employees, agents or advisors to provide Deloitte Corporate Finance with any material information relating to the Scheme.

To the extent that this report refers to prospective financial information we have considered the prospective financial information and the basis of the underlying assumptions. The procedures involved in Deloitte Corporate Finance"s consideration of this information consisted of enquiries of Centamin personnel and analytical procedures applied to the financial data. These procedures and enquiries did not include verification work nor constitute an audit or a review engagement in accordance with standards issued by the AUASB or equivalent body and therefore the information used in undertaking our work may not be entirely reliable.

Based on these procedures and enquiries, Deloitte Corporate Finance considers that there are reasonable grounds to believe that the prospective financial information for Centamin included in this report has been prepared on a reasonable basis in accordance with ASIC Regulatory Guide 111. In relation to the prospective financial information, actual results may be different from the prospective financial information of Centamin referred to in this report since anticipated events frequently do not occur as expected and the variation may be material. The achievement of the prospective financial information is dependent on the outcome of the assumptions. Accordingly, we express no opinion as to whether the prospective financial information will be achieved.

Deloitte Corporate Finance holds the appropriate Australian Financial Services licence to issue this report and is owned by the Australian Partnership Deloitte Touche Tohmatsu. The employees of Deloitte Corporate Finance principally involved in the preparation of this report were Rachel Foley-Lewis, BCom, CA, F Fin, Tapan Parekh, BBus, MCom, CA, F Fin, Susanne Broekhuijse, IR, and Natalie Paradisis BBus, CPA, MBus,Fin. Each has many years experience in the provision of corporate financial advice, including specific advice on valuations, mergers and acquisitions, as well as the preparation of expert reports.

Consent to being named in disclosure document

Deloitte Corporate Finance Pty Limited (ACN 003 833 127) of 225 George Street, Sydney, NSW, 2000 acknowledges that:

• Centamin proposes to issue a Scheme Booklet in respect of the Scheme between Centamin and the holders of Centamin Shares (the Scheme Booklet)
• the Scheme Booklet will be issued in hard copy and be available in electronic format
• it has previously received a copy of the draft Scheme Booklet (draft Scheme Booklet) for review
• it is named in the Scheme Booklet as the "independent expert" and the Scheme Booklet includes its independent expert"s report in Annexure G of the Scheme Booklet.

On the basis that the Scheme Booklet is consistent in all material respects with the draft Scheme Booklet received, Deloitte Corporate Finance Pty Limited consents to it being named in the Scheme Booklet in the form and context in which it is so named, to the inclusion of its independent expert"s report in Annexure G of the Scheme Booklet and to all references to its independent expert"s report in the form and context in which they are included, whether the Scheme Booklet is issued in hard copy or electronic format or both.

Deloitte Corporate Finance Pty Limited has not authorised or caused the issue of the Scheme Booklet and takes no responsibility for any part of the Scheme Booklet, other than any references to its name and the independent expert"s report as included in Annexure G of the Scheme Booklet.

About Deloitte

In Australia, Deloitte has 12 offices and over 4,500 people and provides audit, tax, consulting, and financial advisory services to public and private clients across the country. Known as an employer of choice for innovative human resources programs, we are committed to helping our clients and our people excel. Deloitte's professionals are dedicated to strengthening corporate responsibility, building public trust, and making a positive impact in their communities.

For more information, please visit Deloitte"s web site at www.deloitte.com.au

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"Deloitte" is the brand under which tens of thousands of dedicated professionals in independent firms throughout the world collaborate to provide audit, consulting, financial advisory, risk management, and tax services to selected clients. These firms are members of Deloitte Touche Tohmatsu Limited (DTTL), a UK private company limited by guarantee. Each member firm provides services in a particular geographic area and is subject to the laws and professional regulations of the particular country or countries in which it operates. DTTL does not itself provide services to clients. DTTL and each DTTL member firm are separate and distinct legal entities, which cannot obligate each other. DTTL and each DTTL member firm are liable only for their own acts or omissions and not those of each other. Each DTTL member firm is structured differently in accordance with national laws, regulations, customary practice, and other factors, and may secure the provision of professional services in its territory through subsidiaries, affiliates, and/or other entities.

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