core sector communique

Change in Corporate Structure
Centamin Egypt Limited ("Centamin" or the “Company") (LSE: CEY, TSX: CEE) announces its intention to change  the corporate structure of Centamin and its subsidiaries (the “Centamin Group” or “Group”) by putting in place a  new parent company for the Centamin Group, Centamin plc (“Centamin plc”), incorporated in Jersey (the “Redomicile”). Application will be made for the ordinary shares of Centamin plc (“Centamin plc Shares”) to be admitted to the premium segment of the Official List (“Official List”) of the Financial Services Authority (“FSA”) and to trading on the London Stock Exchange’s (“LSE”) Main Market for listed securities (“Admission”) on the Redomicile being implemented. Application has already been made to (and conditional approval has been granted by) the Toronto Stock Exchange (“TSX”) for the Centamin plc Shares to be listed on the TSX. The Redomicile will not result in any changes in Centamin’s management, operations or strategy and the Centamin plc Shares will trade under the same symbols (LSE: CEY, TSX: CEE) as the Centamin shares trade at present. 

A scheme booklet setting out full details of the Redomicile and the requisite shareholder meetings to approve it  (together with the notice of the shareholder meetings) will be sent to Centamin shareholders on or around 14 November 2011 (the “Scheme Booklet”). A prospectus in relation to Centamin plc will also be published and filed with the FSA prior to Admission.  

Reasons for the Redomicile
Centamin is currently domiciled in Australia. In the context of the Centamin Group’s current operations and plans  for expansion, Centamin’s board of directors (the “Board”) has determined that the Redomicile is in the best interests of shareholders and the Board believes that the Redomicile will better position the Group to realise its strategic goals. Potential advantages of the Redomicile are that it:
• allows Centamin plc to position itself in the Europe, Middle East and Africa (“EMEA”) region where all of
the Centamin Group’s operations are currently based;
• allows Centamin plc to adopt a more international presence with a greater nexus to the larger EMEA
region financial centres;
• is consistent with Centamin’s growing international shareholder base and improves the potential for
further international investor interest;
• allows Centamin plc shareholders to benefit from the protection of the UK City Code on Takeovers and
Mergers; and
• provides Centamin plc the potential to create a more flexible global structure.
Josef El-Raghy, Chairman of Centamin, said: “The proposed Redomicile will move the Centamin Group closer to  the majority of its shareholders and will complete the Group’s corporate transition from a small Australian based explorer to an established and growing gold producer.”
Key features of the Redomicile
• Centamin plc will become the new parent company of the Centamin Group by way of a court approved
scheme of arrangement conducted in accordance with Australian law (the “Scheme”).
• If the Scheme is implemented, Centamin shareholders (who are classified as eligible shareholders) will
receive one Centamin plc Share in exchange for each Centamin share held by them, in accordance with
the terms of the Scheme as set out in the Scheme Booklet, and Centamin will become a wholly-owned
subsidiary of Centamin plc. CFD-#11054353-v1
• Application will be made for the Centamin plc Shares to be admitted to the Official List and to trading on
the LSE.
• Application has been made to (and conditional approval has been granted by) the TSX for the Centamin
plc Shares to be listed on the TSX.
• It is expected that Centamin plc will replace Centamin as a member of the FTSE 250 index.
• The Redomicile will not result in any changes in Centamin’s management, operations or strategy.
• The Redomicile will not have a material adverse impact on Centamin Group’s existing corporate
governance regime and existing shareholder protection measures.
• The implementation of the Redomicile is not expected to have any adverse tax implications for Centamin
or Centamin shareholders.
• In conjunction with the Redomicile, Centamin’s existing Loan Funded Share Plans (LFSP) will be rolled
over into Centamin plc and a new employee share option plan, replacing Centamin’s 2006 employee
share option plan, will be adopted by Centamin plc.
• The Redomicile is expected to be completed by early 2012.
A meeting of Centamin shareholders to consider the Redomicile will be held at 10.30am on 14 December 2011 at  Blake Dawson's offices, Level 32, Exchange Plaza, 2 The Esplanade, Perth, Western Australia. It will be followed by a meeting of Centamin shareholders to consider the proposed changes to the Loan Funded Share Plans and approve the adoption by Centamin plc of new Loan Funded Share Plans, as amended, and a new employee share option plan.
The Redomicile is subject to the satisfaction or waiver of a number of conditions, including (inter alia):
• Approval by the requisite majorities of Centamin shareholders.
• Approval by the Supreme Court of Western Australia and the Australian Foreign Investment Review
Board.
• Admission of Centamin plc to the premium segment of the Official List and to trading on the LSE's Main
Market (or receipt of the relevant acknowledgements from the FSA and the LSE in connection with the
Admission).
• The conditional listing of Centamin plc Shares on the TSX (which has already been received).