Notice of AGM

Centamin Egypt Limited
29 October 2002


                             CENTAMIN EGYPT LIMITED

                        NOTICE OF ANNUAL GENERAL MEETING


NOTICE is hereby given that the Annual General Meeting of Shareholders of the
Company is to be held at 1st Floor, Rowing WA, cnr Canning Highway/The
Esplanade, Mt Pleasant, Western Australia on Friday the 29th day of November
2002 commencing at 9.00a.m.


Ordinary Business

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


Resolution No.1 - Adoption of Accounts and Reports

    To receive and consider the statement of financial position of the Company
    as at 30 June 2002, the statement of financial performance of the Company
    together with the consolidated accounts of the Company and its controlled
    entities for the year ended 30 June 2002, the statement by directors and
    auditors report thereon.


        Resolution No.2 - Election of a Director

    To elect as Director, Mr Sami El-Raghy by way of rotation under provision
    13.2 of the Company's Constitution and, being eligible, offers himself for
    re-election.


        Resolution No.3 - Election of a Director

    To elect as Director, Mr Gordon B Speechly, who retires by way of rotation
    under provision 13.2 of the Company's Constitution and, being eligible,
    offers himself for re-election.


        Resolution No.4 - Election of a Director

    To elect as Director, Mr Josef El-Raghy, who being appointed as a Director
    since the last meeting of shareholders retires under provision 13.5 of the
    Company's Constitution and, being eligible, offers himself for re-election.


        Resolution No.5 - Election of a Director

    To elect as Director, Mr Tom Elder, who being appointed as a Director since
    the last meeting of shareholders retires under provision 13.5 of the
    Company's Constitution and, being eligible, offers himself for re-election.

Resolution No.6 - Approval of Issue of Options under Executive Service Agreement

    That, subject to the passing of Resolution No.4 or the re-appointment of Mr
    Josef El-Raghy as a director of the Company, the issue of 4,000,000 options
    to Mr El-Raghy under the terms set out in an Executive Service Agreement
    made between the Company and Mr El-Raghy as of 26th August 2002 in respect
    of his appointment as Managing Director of the Company, being the terms set
    out in the notice of this Annual General Meeting, be and is hereby approved.


Voting Exclusion Statement

The Company will disregard any votes cast on Resolution No.6 by Mr Josef
El-Raghy and any associate of him. However, the Company need not disregard a
vote if it is cast by a person as proxy for a shareholder who is entitled to
vote in accordance with the directions on the proxy form or if it is cast by a
person chairing the meeting as proxy for a shareholder who is entitled to vote
in accordance with a direction on the proxy form to vote as the proxy decides.


        Resolution No.7 - Approval of Employee Option Plan

    That the Employee Option Plan 2002 set out in the Employee Option Plan 2002
    Rules tabled at the meeting be and is hereby approved and that pursuant to
    ASX Listing Rule 7.2, Exception 9 the issue of the options under the
    Employee Option Plan within 3 years from the date of this resolution be an
    exception to Listing Rule 7.1.


        Voting Exclusion Statement

The Company will disregard any votes cast on Resolution No.7 by any Director of
the Company or any associate of that Director. However, the Company need not
disregard a vote if it is cast by a person as proxy for a shareholder who is
entitled to vote in accordance with the directions on the proxy form or if it is
cast by a person chairing the meeting as proxy for a shareholder who is entitled
to vote in accordance with a direction on the proxy form to vote as the proxy
decides.


Other Business

To transact any further business that may be legally put forward.


By Order of the Board



Roland Bocso - Secretary

Perth, WA

28 October 2002



                     Explanatory Notes to Notice of Meeting

Resolution No.6 - Approval of Issue of Options under Executive Service Agreement

The Company has appointed Mr Josef El-Raghy as Managing Director and entered
into an Executive Service Agreement with Mr El-Raghy as of 26th August 2002.

As part of the remuneration payable to Mr El-Raghy under the Executive Service
Agreement the Company has agreed to issue to him 4,000,000 Options, subject to
the approval of the shareholders.

Resolution No.6 seeks the approval of shareholders to the issue of these
Options. The approval is sought under ASX Listing Rule 10.11, that requires the
Company to obtain the approval of the shareholders to the issue of securities
(which includes options) to a related party of the Company. Mr El-Raghy is a
director of the Company and so is a related party.

Terms of Issue of the Options

Under the Executive Service Agreement the terms of issue of the options to Mr
El-Raghy (the Executive) will be as follows:


        1.     Each option will, subject to the provisions following, confer the
        right to acquire one ordinary fully paid share in the capital of the
        Company. The exercise price of each option will be calculated at 105% of
        the market price of the fully paid shares in the Company as determined
        on the date of issue of the option. The market price of shares means the
        closing price of Shares sold on ASX or on AIM (the Alternative
        Investment Market of the London Stock Exchange) on the trading day for
        the relevant market most recently preceding the date on which the market
        price is to be determined. If on that trading day Shares were sold on
        both ASX and AIM, then the closing price on the ASX will be used. If the
        closing price on AIM is used then the price will be converted to A$ at
        the currency exchange rate published on the relevant day by an
        Australian Bank selected by the Directors.



        2.     The 4,000,000 Options may only be exercised on or after the
        following milestone dates:


     a. 2,000,000 Options will become exercisable upon or at any time after the
        execution of an underwriting agreement for, or exercise of, not less
        than 75% of the listed March 2003 Options presently on issue by the
        Company;

     b. 1,000,000 Options will become exercisable on or after the date of
        acceptance by the Company of an agreement for debt finance for the
        development of the Sukari mine on the Sukari Gold Project; and

     c. 1,000,000 Options will become exercisable upon or after the first gold
        pour from the Sukari mine.

         3. The options will lapse 5 years from the date of issue, if not
            exercised or terminated earlier.

         4. The options will be unlisted and non-transferable except that the
            Options may be issued to a spouse; a company that the executive 
            controls and continues to control or a trustee of a family trust 
            (acting in that capacity) established for the benefit of the family 
            of the Executive.

         5. If the Executive ceases to be a full time employee of the Company or
            any company in the group except as a result of death or retirement 
            then, unless the Directors otherwise determine, the options will 
            lapse.

         6. The options will be subject to such other usual terms and conditions
            as the Board of Directors may determine including the terms and 
            conditions required under the ASX Listing Rules.

         7. In the event of a reconstruction or reorganisation of the ordinary
            shares of the Company, the rights of the Option holder will be 
            changed to the extent necessary to comply with the ASX Listing Rules 
            applicable to the Company at the time of the re-organisation.



Other Information

In relation to the milestone date in paragraph 2(a) above, shareholders should
note that there are presently on issue 111,245,179 listed March 2003 options,
exercisable at 20 cents each. If 75% of those options were exercised or the
exercise was underwritten, the capital raised by the Company would be
$16,686,776.

In relation to the milestone dates in paragraphs 2(b) and (c) above, and the
progress of the Company's Sukari Gold Project, shareholders should refer to the
Annual Report which accompanies this Notice of Annual General Meeting and the
announcement by the Company to the ASX on 10 September 2002 which deals with the
completion of a feasibility study on the Sukari Gold Project.

The maximum number of Options which may be issued to Mr El-Raghy under the
Executive Service Agreement is 4,000,000 Options.

The Options will be issued within one month of the date of this Annual General
Meeting, provided resolution No.6 is approved by shareholders.

The exercise price paid on exercise of the Options will be used for working
capital of the Company.

Exception to ASX Listing Rule 7.1

Shareholders should note that if approval is given to the issue of options under
Listing Rule 10.11, then no further approval for the issue will be required
under Listing Rule 7.1.

ASX Listing Rule 7.1 provides, broadly speaking, that listed entities such as
the Company may not issue equity securities (which include options) which amount
to more than 15% of the entity's fully paid capital in any 12 month period,
calculated according to the formula set out in the Rule.

An exception to the restriction is an issue of securities with the approval of
shareholders under Listing Rule 10.11. As stated above, Resolution No.6 seeks
approval of the shareholders under Rule 10.11.



        Resolution No.7 - Approval of Employee Option Plan

The Directors propose an Employee Option Plan, The Employee Option Plan 2002
('the Plan') which will enable the Board to issue free options to directors and
employees of the Company or its subsidiaries ('Eligible Persons') or their
nominees. Shareholders will be asked at this Annual General Meeting to consider
and it thought fit approve the Plan under this Resolution.

A separate approval of shareholders will be sought in the future if options are
to be offered to directors of the Company or their associates, and approval is
not being sought to issue options to any directors or associates of directors
under The Employee Option Plan.

The Plan will give Directors the opportunity to issue options to Eligible
Persons or their nominees as an incentive. The nominees may be


 a. a spouse of the Eligible Person;

 b. a company which the Eligible Person controls provided that control continues
    for the term of the option; or

 c. a trustee of a family trust (acting in that capacity) established for the
    benefit of the family of the Eligible Person,

A full copy of the Employee Option Plan will be made available free of charge to
any shareholder of the Company who so requests it. Full copies of the Plan are
also available for inspection at the Company's registered office at 57 Kishorn
Road Mount Pleasant Western Australia.


Employee Option Plan

The following key points summarise the essential elements of the proposed
Employee Option Plan. Shareholders should refer to the copy of the Plan for full
details.

The options will be issued free to Eligible Persons and will be offered at the
discretion of the directors having regard, among other things, to the Eligible
Person's length of service with the Group, and to the past and potential
contribution of the person to the Group.

The maximum number of options that can be issued under the Plan at any one time
is 5% of the current issued capital of the Company, assuming all options were
exercised. Based on the current issued capital of 360,385,063 shares, the
maximum allowable issue would be 18,019,253 million options.

Each option gives the holder the right to subscribe for one share in the Company
by exercising the option and paying the exercise price.

The term of the options will be three years from the date on which they are
issued and they will expire if not exercised by the end of that period.

The exercise price of each option will be calculated at 105% of the market price
of the fully paid shares in the Company as determined on the date the offer of
options is made to the Eligible Person. The market price of shares means the
closing price of Shares sold on ASX or on AIM on the trading day for the
relevant market most recently preceding the date on which the market price is to
be determined If on that trading day Shares were sold on both ASX and AIM, then
the closing price on the ASX will be used. If the closing price on AIM is used
then the price will be converted to A$ at the currency exchange rate published
on the relevant day by an Australian Bank selected by the directors.

The options will be exercisable as follows:

  • 50% of the options offered to an employee will be exercisable after the
    expiration of 6 months from the date on which the options were issued; and

  • the remaining 50% of the options will be exercisable after the expiration
    of 12 months from the date on which the options were issued. -

The Plan shall be administered by the Board of Directors or a committee of the
Board.

The options will not be listed on the ASX or AIM and will not be transferable
unless the Board consents in writing to the transfer before the transfer is
made.


The Company will make application for quotation on ASX and AIM of Shares issued
on the exercise of options.

Shares issued on the exercise of the options will rank equally with all existing
shares of the Company.

Options held by an Eligible Person or his or her nominee will lapse if, amongst
other things the Board determines that he or she has acted fraudulently or
dishonestly in breach of their obligations to the Company, or immediately the
Eligible Person ceases to be employed by the Company or any company in the group
except as a result of death or retirement, unless the Board otherwise
determines.

The Board may permit early exercise of the options in the event of a takeover,
the retirement of the Eligible Person from the Group, total and permanent
disablement of the Eligible Person, or death of a holder.

There will be no participating rights or entitlements in any future new share
issues for option holders, however they will be afforded the opportunity to
exercise the options prior to determining entitlements to any such issue.

If the Company makes a bonus issue of shares to all shareholders after an option
has been issued but before it has been exercised, then in order to maintain the
proportionate value of the option on exercise, the number of shares which will
be issued on the exercise of the option will change proportionately. For a
similar reason the exercise price of an option will vary proportionately if a
rights issue is made to all shareholders at discount to market value before the
option is exercised.

Participants will be sent all reports and accounts normally sent to the members
of the Company, but will not have any right to attend or vote at meetings of
shareholders.

The Board may suspend or terminate the Plan at any time, however all option
holders holding options already issued under the Plan at the time of suspension
or termination will retain the right to exercise such options up to the expiry
date .

Exception to Rule 7.1 of the ASX Listing Rules

The ASX Listing Rules (Rule 7.1) provide, broadly speaking, that listed entities
such as the Company must not issue equity securities (which include options)
which amount to more than 15% of the entity's fully paid capital in any 12 month
period, calculated according to the formula set out in the Rule.

An exception to the restriction which is provided in Rule 7.2, Exception 9 is an
issue of securities under an employee incentive scheme which takes place within
3 years after holders of ordinary securities have approved the issue under the
scheme as an exception to Rule 7.1. This Resolution is proposed in order to
bring issues of options under the Employee Option Plan 2002 within the
exception.

No options have been issued under the Plan or will be issued before the approval
of the Plan by shareholders under this Resolution.



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