Edgar Filing: CENTURY CASINOS INC /CO/

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14A
(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934

Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement

[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))

[X] Definitive Proxy Statement

[ ] Definitive Additional Materials

[ ] Soliciting Material Pursuant to Rule 14a-12

CENTURY CASINOS, INC.
--------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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[X] No fee required.

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CENTURY CASINOS, INC.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

Notice is hereby given that the Annual Meeting of Stockholders of Century
Casinos, Inc. (the "Company"), a Delaware corporation, will be convened on
Monday, June 16, 2003, at The Caledon Casino Resort, Caledon, South Africa at
18:00 hrs South African Time (10:00 a.m. Mountain Time, 12:00 p.m. Eastern
Time), for the following purposes:

1. To elect two Class III directors to the Board of Directors; and

2. To transact such other business as may properly come before the
meeting in accordance with the Company's bylaws or any
adjournment thereof.

STOCKHOLDERS ARE CORDIALLY INVITED TO ATTEND THE MEETING IN PERSON OR BY
CALLING 888-222-0389 (U.S. TOLL FREE), + 1 706-679-8462 (INTERNATIONAL CALL IN
), 0 800 281 475 (AUSTRIAN TOLL FREE), OR 0 800 181 5287 (GERMAN TOLL FREE).
STOCKHOLDERS WHO CANNOT ATTEND IN PERSON SHOULD VOTE BY USING THE ENCLOSED
PROXY.

PLEASE FILL IN, DATE, SIGN, AND RETURN THE ENCLOSED PROXY IN THE ENCLOSED
ENVELOPE SO THAT YOUR SHARES MAY BE VOTED AT THE MEETING. IF YOU ATTEND THE
MEETING, YOU MAY REVOKE YOUR PROXY AND VOTE IN PERSON. YOUR VOTE IS IMPORTANT.

By Order of the Board of Directors

/s/ Erwin Haitzmann
--------------------
Erwin Haitzmann
Chairman of the Board

Cripple Creek, Colorado
April 30, 2003

CENTURY CASINOS, INC.
157 East Warren Avenue
Cripple Creek, CO 80813

PROXY STATEMENT

Annual Meeting of Stockholders
To Be Held on June 16, 2003

IN GENERAL

This proxy statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Century Casinos, Inc. (the "Company"), to
be used at the Annual Meeting of Stockholders (the "Meeting") to be held on June
16, 2003 at The Caledon Casino Resort, Caledon, South Africa at 18:00 South
African Time (10:00 a.m. Mountain Time and 12:00 p.m. Eastern Time, for the
purposes set forth in the accompanying Notice of Annual Meeting of Stockholders.
The enclosed material was mailed on or about May 16, 2003 to stockholders of the
Company.

All properly executed proxies received at or prior to the Meeting will be
voted at the Meeting. If a stockholder directs how a proxy is to be voted with
respect to the business coming before the meeting, the proxy will be voted in
accordance with the stockholder's directions. If a stockholder does not direct
how a proxy is to be voted, it will be voted in favor of the election of the
nominees to the Board of Directors named in this proxy statement. A proxy may be
revoked at any time before it is exercised by giving written notice to the
Secretary of the Company at the above address or by a subsequently executed
proxy. Stockholders may vote their shares in person if they attend the Meeting,
even if they have executed and returned a proxy. If no instructions are
indicated on the proxy, the shares will be voted in favor of the proposals that
have been brought forward in accordance with the Company's bylaws to be
considered at the Meeting.

The matters to be brought before the Meeting are the election of two Class
III directors of the Board of Directors, and the transaction of such other
business that has been brought forward in accordance with the Company's bylaws,
or as may come before the Meeting.

Expenses in connection with the solicitation of proxies in regard to the
proposals brought forward by the Company and included in this proxy statement
will be paid by the Company. Proxies are being solicited by mail, and, in
addition, directors, officers, and regular employees of the Company (who will
not receive any additional compensation) may solicit proxies personally, by
telephone, by email, or by special correspondence. The Company will reimburse
brokerage firms and

others for their expenses in forwarding proxy materials to the beneficial owners
of the Company's common stock.

VOTING SECURITIES

Only stockholders of record at the close of business on April 30, 2003,
will be entitled to vote at the Meeting. On that date, there were issued and
outstanding 13,545,764 shares of the Company's $.01 par value common stock, the
only class of voting securities of the Company. Each share of common stock is
entitled to one vote per share. Cumulative voting in the election of directors
is not permitted.

A majority of the number of the outstanding shares of common stock,
represented either in person or by proxy, will constitute a quorum for the
transaction of business at the Meeting. Of the votes cast at the Meeting, a vote
of the holders of a majority of the common stock present, either in person or by
proxy, is required to elect each director nominee.

In accordance with Delaware law, a stockholder entitled to vote for the
election of directors can withhold authority to vote for certain nominees for
director. Abstentions are counted for purposes of determining a quorum to
conduct business, but are ignored in vote tabulation, thereby increasing the
number of votes necessary to approve any proposal. The inspectors of election
will treat any shares held by brokers or nominees for which they have no
discretionary power to vote on a particular matter and for which they have
received no instructions from the beneficial owners or persons entitled to vote
("broker non-votes") as shares that are present for purposes of determining the
presence of a quorum. However, for purposes of determining the outcome of any
matters as to which the broker has indicated on the Proxy that it does not have
discretionary authority to vote, those shares will be treated as not entitled to
vote with respect to that matter (even though those shares may be entitled to
vote on other matters).

All shares of Common Stock will vote as a single class. Neither the
Company's Certificate of Incorporation nor its Bylaws provide for cumulative
voting rights.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information as of April 30, 2003, concerning
record common stock ownership by beneficial owners of five percent or more of
the Company's common stock and the officers and directors of the Company. All of
the named persons below, other than Thomas Graf and Lloyd I. Miller, III, are
officers or directors of the Company.

----------------------------- --------------------------------------- ------------------------------ -----------------
TITLE OF CLASS NAME AND ADDRESS OF AMOUNT AND NATURE OF PERCENT OF
BENEFICIAL OWNER BENEFICIAL OWNERSHIP CLASS
============================= ======================================= ============================== =================
Common Stock, Erwin Haitzmann 1,960,000 (a) 11.9%
$.01 par value c/o Century Casinos, Inc.
157 East Warren Ave.
Cripple Creek, CO 80813
----------------------------- --------------------------------------- ------------------------------ -----------------
Common Stock, Peter Hoetzinger 1,168,078 (b) 7.1%
$.01 par value c/o Century Casinos, Inc.
157 East Warren Ave.
Cripple Creek, CO 80813
----------------------------- --------------------------------------- ------------------------------ -----------------
Common Stock, James D. Forbes 996,164 (c) 6.1%
$.01 par value 34 Buffalo Thorn Rd.
Fourways, Johannesburg
South Africa 2055
----------------------------- --------------------------------------- ------------------------------ -----------------
Common Stock, Robert S. Eichberg 60,000 (d) (h)
$.01 par value 1801 California St. Ste. 4650
Denver, CO 80202

----------------------------- --------------------------------------- ------------------------------ -----------------
Common Stock, Gottfried Schellmann 99,000 (e) (h)
$.01 par value Bahnhofplatz 1A
2340 Moedling,
Austria/Europe
----------------------------- --------------------------------------- ------------------------------ -----------------
Common Stock, Dinah Corbaci 30,000 (f) (h)
$.01 par value Schlossgasse 1
A-1050 Wien
Austria/ Europe
----------------------------- --------------------------------------- ------------------------------ -----------------

Common Stock, Larry Hannappel 47,500 (g) (h)
$.01 par value c/o Century Casinos, Inc.
157 East Warren Ave.
Cripple Creek, CO 80813
----------------------------- --------------------------------------- ------------------------------ -----------------
Common Stock, All Officers and Directors as a Group 4,360,742 26.5%
$.01 par value (seven persons)

----------------------------- --------------------------------------- ------------------------------ -----------------
Common Stock, Thomas Graf 2,494,300 15.2%
$.01 par value Liechtensteinstrasse 54
A-2344 Maria Enzersdorf
Austria/Europe
----------------------------- --------------------------------------- ------------------------------ -----------------
Common Stock, Lloyd I. Miller, III 2,518,123 15.3%
$.01 par value 4550 Gordon Drive
Naples, FL 34102

----------------------------- --------------------------------------- ------------------------------ -----------------

(a) Includes: (i) non-statutory stock options for 950,000 shares
exercisable at $1.50 per share and 350,000 shares exercisable at $0.75
per share, indirectly owned and held by The Haitzmann Family
Foundation; and (ii) 550,000 shares indirectly owned and held by The
Haitzmann Family Foundation.

During 2002, 50,000 non-statutory stock options (in (i)) exercisable
at $0.75 per share were transferred from Mr. Haitzmann's ownership to
The Haitzmann Family Foundation.

During 2003, 300,000 non-statutory stock options (in (i)) exercisable
at $0.75 per share were transferred from Mr. Haitzmann's ownership to
The Haitzmann Family Foundation.

(b) Includes: (i) non-statutory stock options for 543,000 shares
exercisable at $1.50 per share and 250,000 shares exercisable at $0.75
per share, indirectly

owned and held by The Hoetzinger Family Foundation; (ii) 100,000
shares held by Mr. Hoetzinger's spouse; and (iii) 143,728 shares
indirectly owned and held by The Hoetzinger Family Foundation.

During 2002, 50,000 non-statutory stock options (in (i)) exercisable
at $0.75 per share were transferred from Mr. Hoetzinger's ownership to
The Hoetzinger Family Foundation.

During 2003, 200,000 non-statutory stock options (in (i)) exercisable
at $0.75 per share were transferred from Mr. Hoetzinger's ownership to
The Hoetzinger Family Foundation.

(c) Includes: (i) an incentive stock option for 130,000 shares exercisable
at $1.50 per share; (ii) an incentive stock option for 160,000 shares
exercisable at $0.75 per share; and (iii) a non-statutory stock option
for 328,000 shares exercisable at $1.50 per share. (See Certain
Relationships and Related Transactions.)

(d) Includes: (i) an option for 20,000 shares exercisable at $1.00 per
share; and (ii) an option for 10,000 shares exercisable at $2.12 per
share.

(e) Includes: (i) an option for 20,000 shares exercisable at $1.00 per
share; and (ii) an option for 10,000 shares exercisable at $2.12 per
share.

(f) Includes: (i) an option for 20,000 shares exercisable at $1.75 per
share; and (ii) an option for 10,000 shares exercisable at $2.12 per
share.

(g) Includes: (i) an incentive stock option for 10,000 shares exercisable
at $0.75 per share; (ii) an incentive stock option for 22,500 shares
exercisable at $1.50 per share; and (iii) an incentive stock option
for 5,000 shares exercisable at $2.25 per share.

(h) Less than 1%.

INFORMATION CONCERNING DIRECTORS AND EXECUTIVE OFFICERS

Information regarding the Board of Directors and executive officers of the
Company, as of April 30, 2003 is as follows:

Officer or
Name Age Positions Held Director Since
--------------------------------------------------------------------------------

Erwin Haitzmann 49 Chairman of the Board & March 1994
Chief Executive Officer

Peter Hoetzinger 40 Vice Chairman of the Board March 1994
& President

James D. Forbes 45 Director March 1994

Robert S. Eichberg 57 Director January 1997

Gottfried Schellmann 49 Director January 1997

Dinah Corbaci 48 Director April 2000

Larry Hannappel 50 Chief Accounting Officer, October 1999
Secretary, & Treasurer

Erwin Haitzmann holds a Doctorate and a Masters degree in Social and
Economic Sciences from the University of Linz, Austria (1980), and has 28 years
of casino gaming experience ranging from dealer (commencing in 1975) through
various casino management positions. Mr. Haitzmann has been employed full-time
by the Company since May 1993.

Peter Hoetzinger received a Masters degree from the University of Linz,
Austria, in 1986. He thereafter was employed in several managerial positions in
the gaming industry with Austrian casino companies. Mr. Hoetzinger has been
employed full-time by the Company since May 1993.

James D. Forbes, from 1979 to 1993, was employed in several positions in
the gaming industry with British and Austrian casino companies. Mr. Forbes has
been employed full-time by the Company since February 1993.

Robert S. Eichberg graduated from Bradley University in 1968 with a B.S.
Degree in Accounting and is a Certified Public Accountant. He was employed by
the public accounting firm of Deloitte & Touche, LLP from 1974 to 1994, ending
his tenure there as Tax Partner. From 1994 to 1996 he served as Tax Partner for
the public accounting firm Price Bednar LLP, before joining the public
accounting firm

of Causey, Demgen & Moore, Inc. in September of 1996, where he has been employed
since, as shareholder and President.

Gottfried Schellmann graduated from University of Vienna with a law degree
and is a certified tax advisor in Austria. After having worked for several
firms, including KPMG Germany as tax and accounting manager, he formed
Schellmann & Partner in 1993, where he has been employed since, which
specializes in tax and accounting work for provinces and municipalities in
Austria.

He is a member of the International Bar Association. He is also one of the
main co-authors, together with certain officers of the Austrian Ministry of
Finance, of the Austrian corporate tax code.

Dinah Corbaci holds a Doctorate degree in Law from the University of
Salzburg, Austria (1981). She joined IBM Austria in 1984, where she is
responsible as Account Manager for large government customers; special focus on
e-business for large IBM mainframe hardware and e-government solutions.

Larry Hannappel graduated from National College, Rapid City, South Dakota
(1976) with a B.S. Degree in Accounting. From 1976 to 1979, he was employed by
the public accounting firm of Hamma & Nelson. From 1979 to 1994, he served in
various financial management capacities in manufacturing and gaming. Mr.
Hannappel has been employed full-time by the Company since May 1994. He became
Chief Accounting Officer in October 1999, was appointed as Secretary of the
Company in March 2000, and appointed as Treasurer in June 2001.

There are no family relationships between or among the Company's executive
officers and directors.

CERTAIN INFORMATION REGARDING THE BOARD OF DIRECTORS

During 2002, on several occasions during the year, the members of the Board
of Directors executed unanimous written consents in lieu of meetings, in
accordance with Delaware law. The Audit Committee of the Board of Directors
(consisting of Messrs. Eichberg and Schellmann, and Dr. Corbaci), which assesses
the Company's system of internal controls and approves the appointment of the
independent accountants and assists in considering the recommendations and
performance of the Company's independent accountants, holds regular, quarterly
meetings and has held three (3) meetings since the date of the last annual
meeting July 5, 2002. The Board of Directors has adopted a written charter for
the audit committee, filed with the Securities and Exchange Commission in the
2001 proxy statement as Appendix A - "Charter and Powers of the Audit
Committee". The Incentive Plan Committee of the Board of Directors (consisting
of Messrs. Haitzmann, Hoetzinger, and Schellmann, and Dr. Corbaci), which
oversees and awards equity incentives to

eligible employees of the Company has held zero (0) meetings since the date of
the last annual meeting July 5, 2002. The Compensation Committee of the Board of
Directors (consisting of Messrs. Haitzmann and Hoetzinger, and Dr. Corbaci),
which oversees and allocates compensation to the officers, directors, and
management of the Company has held one (1) meeting since the date of the last
annual meeting July 5, 2002. The Compensation Committee also executed unanimous
written consents in lieu of meetings in accordance with Delaware law. The Board
of Directors does not have a separate Nominating Committee.

EXECUTIVE COMPENSATION

The table below sets forth executive compensation during 2002, 2001 and
2000 to the Chairman of the Board and Chief Executive Officer of the Company,
Erwin Haitzmann, and to all other executive officers who received greater than
$100,000 in compensation in 2002, 2001 or 2000.

Summary Compensation Table

Awards Payouts

Other Restricted Securities All
Name & Principal Annual Stock Underlying LTIP Other
Position Year Salary Bonus Compensation Awards Options/SARs Payouts Compensation
-------- ---- (a) (b) (c)

($) ($) ($) ($) (#) ($) ($)

Erwin Haitzmann 2002 178,605 247,763 5,771 -
Chairman of the Board 2001 133,944 248,993 8,801 -
And Chief Executive 2000 150,000 352,000 9,738 -
Officer
-
Peter Hoetzinger 2002 183,432 243,002 5,771 -
Vice-Chairman 2001 160,975 223,484 5,452 -
of the Board
And President 2000 150,000 351,500 8,411 -
-
James D. Forbes 2002 166,589 20,000 26,000 -
Director 2001 150,000 2,685 39,000 2,250
2000 150,000 182,240 39,445 2,250

Larry Hannappel 2002 80,507 60,000 1,200
Chief Accounting 2001 80,508 50,000 1,374
Officer,
Secretary & Treasurer 2000 80,542 30,000 1,291

(a) Salary for 2002 includes $144,000 paid to Flyfish Casino Consulting AG for
the benefit of Mr. Haitzmann's family foundation and $120,000 paid to Focus
Casino Consulting AG for the benefit of Mr. Hoetzinger's family foundation,
pursuant to separate management agreements with the Company, entered into
on March 1, 2001 and amended October 11, 2001 and October 12, 2002. Salary
for 2002 also includes $120,000 paid to Respond Limited, for the benefit of
Mr. Forbes,

pursuant to a management agreement with the Company dated January 1, 2002.
(See Certain Relationships and Related Transactions.)

On October 12, 2001, the Company entered into separate Employment
Agreements with Mr. Haitzmann and Mr. Hoetzinger. The agreements were
amended February 18, 2003 to extend the dates of employment to December 31,
2008 and to specify the duties of Messrs. Haitzmann and Hoetzinger. The
agreements are automatically renewable for successive periods of five years
each, unless sooner terminated by either the Company or the employee. The
agreements call for an annual salary of $24,000 with annual increases and
bonuses (see previous paragraph for further description of compensation)
plus other incentives as determined by the Compensation Committee of the
Board of Directors. The Compensation Committee is required to review the
salaries on an annual basis. The agreements provide for termination
payments to be made for a period of six (6) months if the agreement is
terminated by the Company without cause, or for payment of three times the
employee's annual salary and average bonus and complete vesting (including
employee's trusts and foundations) in unvested stock and stock options if
the termination occurs (a) after Change of Control of the Company, or (b)
by the employee for cause. If the termination occurs after a Change of
Control, or by the employee for cause, the employee shall have the option
to either (a) receive an immediate payment of the stock value of 100% of
his stock and the higher of (i) the value according to the Black Scholes
model or (ii) the in-the-money value of his stock options/warrants, or (b)
receive an immediate cash bonus from the Company enabling employee
(including employee's trusts and foundations), after full payment of all of
employee's (including employee's trusts and foundations) taxes on such cash
bonus, to exercise 100% of his stock options/warrants, and to continue to
hold his stock, with the right to "put" or sell the stock back to the
Company for cash at market value. This right to "put" or sale shall be in
force and effect and valid and exercisable at any time and as how many
times as employee wishes, in whole or in part, within three (3) years after
employee's termination for cause, at employee's (including employee's
trusts and foundations) sole election.

(b) Mr. Haitzmann's bonus for 2002 was paid to Flyfish Casino Consulting AG for
the benefit of Mr. Haitzmann's family foundation. Mr. Hoetzinger's bonus
for 2002 was paid to Focus Casino Consulting AG for the benefit of Mr.
Hoetzinger's family foundation. Mr. Forbes' bonus for 2002 was paid to
Respond Limited. (See Certain Relationships and Related Transactions.)

(c) Amounts for 2002, 2001 and 2000, respectively, include reimbursement for
estimated income taxes, associated with perquisites, of $2,886, $482, and
$3,580 for Mr. Haitzmann; $2,886, $0, and $2,456 for Mr. Hoetzinger;
$10,400, $7,800, and $7,317 for Mr. Forbes.

(d) Consists solely of Company's matching contributions to the 401(k) Savings
and Retirement Plan.

STOCK OPTION GRANTS IN LAST FISCAL YEAR

There were no grants of stock options during 2002 to purchase shares of
common stock of the Company to any of the Company's executive officers.

AGGREGATED OPTIONS EXERCISED IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES

The following table sets forth the aggregate options held by certain
executive officers of the Company. No options were exercised by the specified
officers in 2002.

------------------- --------------- -------------- -------------------------------- --------------------------------
SHARES NUMBER OF SECURITIES UNDERLYING VALUE OF UNEXERCISED
ACQUIRED ON VALUE OPTIONS AT DECEMBER 31, 2002 IN-THE-MONEY OPTIONS AT
NAME EXERCISE REALIZED EXERCISABLE/ UNEXERCISABLE DECEMBER 31, 2002 EXERCISABLE/
UNEXERCISABLE
=================== =============== ============== ================================ ================================
Erwin Haitzmann, - - 1,300,000 / -0- (a) $1,107,500 / -0- (c)
Chairman of the
Board and Chief
Executive Officer

------------------- --------------- -------------- -------------------------------- --------------------------------
Peter Hoetzinger, - - 793,000 / -0- (b) $702,950 / -0- (c)
Vice Chairman of
the Board and
President

------------------- --------------- -------------- -------------------------------- --------------------------------
James D. Forbes, - - 618,000 / -0- $521,700 / -0- (c)
Director

------------------- --------------- -------------- -------------------------------- --------------------------------
Larry Hannappel, - - 37,500 / -0- $28,625 / -0- (c)
Chief Accounting
Officer, Secretary &
Treasurer

------------------- --------------- -------------- -------------------------------- --------------------------------

(a) Includes 1,000,000 options held by The Haitzmann Family Foundation.
(See Certain Relationships and Related Transactions.)

(b) Includes 593,000 options held by The Hoetzinger Family Foundation. (See
Certain Relationships and Related Transactions.)

(c) Based on the closing bid price ($2.15) of the Company's Common Stock on
the NASDAQ Stock Market on December 31, 2002.

Directors who are full-time employees receive no compensation for their
services as directors. With the exception of Messrs. Eichberg and Schellmann and
Dr. Corbaci, all of the Company's directors are employees.

Messrs. Eichberg and Schellmann and Dr. Corbaci, the outside directors of
the Company, are being compensated for their services as follows:

(a) Stock Option Grants - In 1998, upon joining the Board of Directors,
both Messrs. Eichberg and Schellmann received options to purchase 10,000 shares
of the Company's common stock. The options have a five-year term and are
exercisable at $0.938 per share. In 1999, both Messrs. Eichberg and Schellmann
received options to purchase an additional 10,000 shares of the Company's stock,
which have a four-year term and are exercisable at $.75 per share. In February
2000, both Messrs. Eichberg and Schellmann received options to purchase an
additional 20,000 shares of the Company's stock; these options have a five-year
term and are exercisable at $1.00 per share. Upon joining the Board of Directors
in April 2000, Dr. Corbaci received options to purchase 20,000 shares of the
Company's stock, which have a five-year term and are exercisable at $1.75 per
share. In February 2002, Messrs. Eichberg and Schellmann and Dr. Corbaci
received options to purchase an additional 10,000 shares of the Company's stock,
which have a five-year term and are exercisable at $2.12 per share.

Stock Option Exercises - In December 2002, Mr. Eichberg exercised his
options for 10,000 shares of the Company's stock at $0.938 per share and in
February 2003, Mr. Eichberg exercised his options for 10,000 shares at $0.75 per
share. In December 2002, Mr. Schellmann exercised his options for 10,000 shares
of the Company's stock at $0.938 per share and 10,000 shares at $0.75 per share.

(b) Compensation, Reimbursement - The outside directors receive $1,000 per
Board or committee meeting attended and the Company will pay for reasonable
expenses incurred in conjunction with those meetings. In addition, the outside
directors receive $1,000 per gaming application filed with gaming regulators to
compensate them for their time spent.

COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT

Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers, and persons who beneficially own more than 10%
of its outstanding common stock, to file with the Securities and Exchange
Commission (the "SEC") initial reports of ownership and reports of changes in
ownership of common stock and other equity securities of the Company. Officers
and greater than 10% stockholders are required by SEC regulation to furnish the
Company with copies of all Section 16(a) reports they file.

To the Company's knowledge (based solely on review of the copies of such
reports furnished to the Company and representations that no other reports were
required, during the fiscal year ended December 31, 2002), all Section 16(a)
filing requirements applicable to its officers, directors and greater than 10%
stockholders were complied with in a timely manner.

STOCK PRICE PERFORMANCE

This information is incorporated by reference from Part II Item 5, in the
Company's Annual Report on Form 10K for the year ended December 31, 2002.

[STOCK PRICE PERFORMANCE GRAPH APPEARS HERE]

Plot Points for Stock Price Performance Graph

Percentage Change
-----------------------------------------
CNTY NASDAQ S&P
-----------------------------------------

01/03/2000 0.00 0.00 0.00
06/30/2000 63.72 (4.00) (0.04)
12/29/2000 63.72 (40.20) (9.27)
06/29/2001 109.51 (47.70) (15.86)
12/31/2001 117.26 (52.79) (21.11)
06/28/2002 190.98 (64.58) (31.98)
12/31/2002 108.54 (67.67) (39.54)

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

At December 31, 2002, the Company had an unsecured note payable that
matures on April 1, 2004, in the principal amount of $380,000 to Thomas Graf, a
founding shareholder of the Company. The unsecured note bears interest at 6%,
payable quarterly. The noteholder, at his option, may elect to receive any or
all of the unpaid principal by notifying the Company on or before April 1 of any
year. Payment of the principal amount so specified would be required by the
Company on or before January 1 of the following year. The entire outstanding
principal is otherwise due and payable on April 1, 2004.

On March 1, 2001, as amended on October 11, 2001 and October 12, 2002, the
Company entered into separate management agreements with Flyfish Casino
Consulting AG, a Swiss corporation, to secure the services of Mr. Haitzmann, and
with Focus Casino Consulting AG, a Swiss corporation, to secure the services of
Mr. Hoetzinger, to provide executive casino management services to the Company
through December 31, 2005, and for five (5) year renewable periods thereafter,
unless sooner terminated by them or by the Company. The management agreements
provide for an annual base management fee of $144,000 and $120,000 for Mr.
Haitzmann and Mr. Hoetzinger, respectively, plus such annual increases and
bonuses, and such other incentives, benefits and compensation as may be awarded
to them, respectively, by the Compensation Committee of the Board of Directors
of the Company. Payments to each of these management companies are included in
the Executive Compensation Table. Each of the management fees will be reviewed
annually by the Compensation Committee. The management agreements further
provide for termination payments to be made for a period of six (6) months if
the management agreement is terminated by the Company without cause, or for a
payment of three times the management company's annual fee and average bonus if
the termination occurs (a) after a Change of Control of the Company, or (b) by
the management company, for cause.

Both Mr. Haitzmann and Mr. Hoetzinger are Austrian citizens, and have
established Austrian trusts (The Haitzmann Family Foundation and The Hoetzinger
Family Foundation, respectively) to hold, on behalf of their respective
families, a certain portion of their interests in the Company. (See Security
Ownership of Certain Beneficial Owners and Management.)

On January 1, 2002, the company entered into a management agreement with
Respond Limited, an Isle of Man Company, to secure services of Mr. Forbes, to
provide executive management services to the Company through December 31, 2005
and automatically renewable for additional successive periods of five years,
unless sooner terminated by the Company or the management company. The agreement
was unanimously approved by the Board of Directors, as being in the

best interest of the Company. The agreement provides for a base annual
management fee in the amount of $120,000 plus any bonuses, other incentives,
benefits and compensation that may be awarded by the Compensation Committee. The
management fee is reviewed annually by the Compensation Committee. Payments to
the management company are included in the Executive Compensation Table. The
management agreements further provide for termination payments to be made for a
period of six (6) months if the management agreement is terminated by the
Company without cause, or for a payment of three times the management company's
annual fee and average bonus if the termination occurs (a) after a Change of
Control of the Company, or (b) by the management company, for cause.

On April 16, 2003, James Forbes, Director, elected to exercise all 618,000
of his options, which carry an average strike price of $1.306. Mr. Forbes will
pay for the options by transferring to the Company 357,080 shares of Century
stock that he owns at a market price of $2.26 per share, which represents the
market closing price on April 16, 2003. Upon completion of the exercise, Mr.
Forbes has offered to sell to the Company 132,184 shares of stock obtained in
the exercise at $2.26 per share, the market closing price on April 16, 2003. The
transactions are expected to be completed in the second quarter of 2003.

Mr. Forbes, who is a resident of South Africa, will also resign, effective
May 1, 2003, as a member of the Company's Board of Directors, but will continue
as a member of the Board of Directors of Century Casinos Caledon Proprietary
Limited, and will focus his attention on the Company's project in Johannesburg,
in the Gauteng province of South Africa, pursuant to the terms of a consulting
agreement currently being negotiated between Mr. Forbes, Respond Limited (a
management company controlled by Mr. Forbes), and the Company.

It is not anticipated at this time that the vacancy on the Company's Board
of Directors will be filled, either by the Board or at the stockholders Annual
Meeting, and consequently the number of directors on the Board will be reduced
from six to five.

Upon completion of these transactions, respectively, the Company will
complete and file all applicable regulatory filings.

There have been no material transactions with management, except as
otherwise disclosed herein, since the date of the Company's last annual meeting
on July 5, 2002, and the transactions disclosed in the Proxy Statement for that
meeting.

PROPOSAL 1

ELECTION OF DIRECTORS

The Board is divided into three classes of directors as nearly equal in
number as possible. Presently, the Board consists of six directors comprising
the following: (i) two Class I directors, Mr. Eichberg and Dr. Dinah Corbaci,
whose terms will expire at the 2004 Annual Meeting; (ii) two Class II directors,
Messrs. Hoetzinger and Forbes, whose terms will expire at the 2005 Annual
Meeting; and (iii) two Class III directors, Messrs. Haitzmann and Schellmann,
who are standing for re-election at the 2003 Annual Meeting. Each director who
is elected at an Annual Meeting will be elected for a three-year term expiring
at the third Annual Meeting of Stockholders after such director's election.
Accordingly, under most circumstances, directors of one Class only are elected
at each year's Annual Meeting of Stockholders. If elected, all nominees are
expected to serve until the expiration of their respective terms and until their
successors are duly elected and qualified.

At the 2003 Annual Meeting, two Class III directors will be elected. The
proxies named on the enclosed proxy intend to vote for the election of the
nominees for Class III directors, Erwin Haitzmann and Gottfried Schellmann.
Proxies cannot be voted for a greater number of directors than the number
nominated.

Erwin Haitzmann, a nominee for a Class III director, is presently a member
of the Board of Directors, having served continuously as a director since March
1994. Mr. Haitzmann is also presently serving as Chairman of the Board and Chief
Executive Officer of the Company. He has indicated a willingness to serve;
however, in the event he should become unable to serve as a director, the proxy
will be voted in accordance with the best judgment of the persons acting under
the proxy.

Gottfried Schellmann, a nominee for a Class III director, is presently a
member of the Board of Directors, having served continuously as a director since
January 1997. He has indicated a willingness to serve; however, in the event he
should become unable to serve as a director, the proxy will be voted in
accordance with the best judgment of the persons acting under the proxy.

The information concerning Mr. Haitzmann and Mr. Schellmann, the nominees
for the Class III directors, is set forth above under "Information Concerning
Directors and Executive Officers".

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ABOVE NOMINEES.
---

INDEPENDENT ACCOUNTANTS

Grant Thornton LLP ("Grant Thornton") was the Company's independent public
accounting firm for the fiscal year ending December 31, 2002. The Audit
Committee and the Board of Directors have selected Grant Thornton to be the
Company's independent accountants for the fiscal year ending December 31, 2003.
A representative of Grant Thornton is expected to be present at the Annual
Meeting via telephone and/or web cast to respond to appropriate questions.

On December 4, 2002, the Audit Committee and the Board of Directors
selected PricewaterhouseCoopers Inc. as the principal independent auditors for
its subsidiary Century Casinos Africa (Proprietary) Limited. The Audit Committee
and the Board of Directors have approved PricewaterhouseCoopers Inc. to be the
Company's independent auditors for Century Casinos Africa (Proprietary) Limited
for the fiscal year 2003. Grant Thornton Kessel Feinstein, a member firm of
Grant Thornton International, (the "Former Auditor") was the previous auditor
for Century Casinos Africa (Proprietary) Limited. The Company had no
disagreements with the Former Auditor that, if not resolved, would have caused
the Former Auditor to report the disagreement. There has been no adverse
opinion, disclaimer of opinion, or qualified opinion in the Former Auditor's
report for any of the preceding two years. The decision to change auditors was
approved by the Audit Committee of the Board of Directors.

REPORT OF THE AUDIT COMMITTEE

Notwithstanding anything to the contrary set forth in any of the Company's
filings under the Securities Act of 1933 or the Securities Exchange Act of 1934,
the following report of the Audit Committee shall not be incorporated by
reference into any such filings and shall not otherwise be deemed filed under
such acts.

In accordance with its written charter adopted by the Board of Directors,
the Audit Committee assists the Board of Directors with fulfilling its oversight
responsibility regarding the quality and integrity of the accounting, auditing
and financial reporting practices of the Company. The Audit Committee and the
Board of Directors annually select the Company's independent accountants and
auditors.

The Audit Committee has reviewed and discussed the audited financial
statements of the Company for the year ended December 31, 2002, with the
Company's management. The Committee discussed with Grant Thornton LLP, the
Company's independent auditors, the matters required to be discussed by
Statement on Auditing Standards No. 61 (Communication with Audit Committees), as
amended by Statement on Auditing Standards No. 90 (Audit Committee

Communications).

The Committee has received the written disclosures and the letter from
Grant Thornton LLP, required by Independence Standards Board Standard No. 1
(Independence Discussions with Audit Committees), and has discussed with Grant
Thornton LLP, its independence.

Based upon the review and discussions noted above, the Audit Committee
recommended to the Board of Directors that the Company's audited financial
statements be included in the Company's Annual Report on Form 10-K for the year
ended December 31, 2002, which was filed with the Securities and Exchange
Commission on March 13, 2003.

The Board of Directors and the Audit Committee believe that the Audit
Committee's current member composition (three independent directors) satisfies
the applicable rules and pronouncements of the National Association of
Securities Dealers, Inc. ("NASD") and the Securities and Exchange Commission,
that govern audit committee selection, experience, and composition, including
the requirement that audit committee members all be "independent directors" as
that term is defined by such rules.

Audit Committee:

Robert S. Eichberg, Chairman
Gottfried Schellmann
Dinah Corbaci

The following table sets forth the aggregate fees billed to the Company for
the year ended December 31, 2002, by Grant Thornton LLP:

Audit fees................................................. $ 74,815
Financial information systems design
and implementation fees............................... 0
All other fees............................................. 25,913
--------
$ 100,728
========

The amounts shown above include out-of-pocket expenses incurred by Grant
Thornton in connection with the provision of such services in the amount of
$1,663. Audit fees also include fees relating to quarterly reviews of unaudited
financial statements. Audit fees of $19,237 had been billed through December 31,
2002, and the remaining $55,578 was billed subsequent to December 31, 2002. The
amount shown for all other fees also includes fees relating to tax returns and
benefit plan audits. The Audit Committee of the Coard of Directors concluded
Grant Thornton's provision of the services generating all other fees is
compatible with maintaining

Grant Thornton's independence.

The following table sets forth the aggregate fees billed to the Company for
the year ended December 31, 2002, by PricewaterhouseCoopers Inc. for the 2002
financial audit of Century Casinos Africa (Proprietary) Limited:

Audit fees................................................. $ 45,245
Financial information systems design
and implementation fees............................... 0
All other fees............................................. 4,664
--------
$ 49,909
========

The amounts shown above include out-of-pocket expenses incurred by
PricewaterhouseCoopers Inc. in connection with the provision of such services in
the amount of $1,000. Audit fees exclude fees relating to quarterly reviews of
unaudited financial statements. PricewaterhouseCoopers Inc. was not the auditor
at the time of these reviews. Audit fees of $0 had been billed through December
31, 2002, and the remaining $45,245 was billed subsequent to December 31, 2002.
The amount shown for all other fees also includes fees relating to tax returns.
The Audit Committee of the Board of Directors concluded PricewaterhouseCooper's
provision of the services generating all other fees is compatible with
maintaining PricewaterhouseCooper's independence.

PROXY PROXY

CENTURY CASINOS, Inc.
This Proxy is Solicited by the Board of Directors

The undersigned stockholder of Century Casinos, Inc. acknowledges receipt of the
Notice of Annual Meeting of Stockholders, to be held on Monday, June 16, 2003,
at The Caledon Casino Resort, Caledon, South Africa at 18:00 hrs. South African
Time (10:00 a.m. Mountain Time, 12:00 p.m. Eastern Time, and hereby appoints
Peter Hoetzinger or Larry Hannappel, or either of them, each with the power of
substitution, as attorneys and proxies to vote all the shares of the undersigned
at said Annual Meeting and at all adjournments thereof, hereby ratifying and
confirming all that said attorneys and proxies may do or cause to be done by
virtue hereof. The above-named attorneys and proxies are instructed to vote all
of the undersigned's shares as follows:

(1) To elect two Class III directors to the Board of Directors:

ERWIN HAITZMANN [ ] FOR [ ] WITHHOLD
GOTTFRIED SCHELLMANN [ ] FOR [ ] WITHHOLD

(2) In their discretion, the Proxies are authorized to vote upon such
other business as may properly come before the meeting.
[ ] YES [ ] NO

(Continued and to be signed on reverse side)

(Continued from other side)

This proxy, when properly executed, will be voted as directed herein by the
undersigned stockholder. If no direction is made, this proxy will be voted for
the nominees in Proposal 1.

Dated this______ day of _________________, 2003

Signature__________________________________

Please sign your name exactly as it appears on your stock
certificate. If shares are held jointly, each holder should
sign. Executors, trustees, and other fiduciaries should so
indicate when signing.

[ ] I plan to attend the meeting.