[A picture containing text, clipart Description automatically generated] 13November2024 LSE: PDL Petra Diamonds Limited (Petra or the Company) Results of Annual General Meeting Petra Diamonds Limited announces that, at its Annual General Meeting (AGM) held earlier today, all resolutions set out in the revised Notice of AGM put to the AGM were passed by the requisite majority. The full text of each resolution is contained in the revised Notice of AGM, which is available on the Company's website at https://www.petradiamonds.com/investors/shareholders/meetings/. Each of the resolutions put to the Annual General Meeting was voted on by way of a poll and the results are set out below. Resolution 5 was withdrawn prior to the AGM as Ms Shine did not offer herself up for re-election as a Director of the Company, as announced on 11November 2024. +---+------------+---------------+-------+----------+------+------+-----------+ |Resolutions |Votes for (incl|% of |Votes |% of |Total |Total Votes| | |discretionary) |Votes |against |Votes |Votes |Withheld | | | |cast | |Cast |Cast | | +---+------------+---------------+-------+----------+------+------+-----------+ |ORDINARY | |RESOLUTIONS | +---+------------+---------------+-------+----------+------+------+-----------+ | |To receive |142,248,410 |100.00%|- |0.00% |226 |142,248,410| | 1.|the | | | | | | | | |Financial | | | | | | | | |Statements | | | | | | | | |of the | | | | | | | | |Company for | | | | | | | | |the year | | | | | | | | |ended 30 | | | | | | | | |June 2024, | | | | | | | | |together | | | | | | | | |with the | | | | | | | | |Reports of | | | | | | | | |the | | | | | | | | |Directors | | | | | | | | |and Auditors| | | | | | | | |(the Annual | | | | | | | | |Report). | | | | | | | +---+------------+---------------+-------+----------+------+------+-----------+ | |To approve |142,246,798 |100.00%|1,612 |0.00% |226 |142,248,410| | 2.|the | | | | | | | | |Directors' | | | | | | | | |Annual | | | | | | | | |Remuneration| | | | | | | | |Report for | | | | | | | | |the year | | | | | | | | |ended 30 | | | | | | | | |June 2024, | | | | | | | | |as contained| | | | | | | | |in the | | | | | | | | |Annual | | | | | | | | |Report. | | | | | | | +---+------------+---------------+-------+----------+------+------+-----------+ | |To re |113,210,509 |79.59% |29,037,944|20.41%|183 |142,248,227| | 3.|-appoint BDO| | | | | | | | |LLP as | | | | | | | | |auditors to | | | | | | | | |hold office | | | | | | | | |until the | | | | | | | | |conclusion | | | | | | | | |of the next | | | | | | | | |AGM of the | | | | | | | | |Company. | | | | | | | +---+------------+---------------+-------+----------+------+------+-----------+ | |To authorise|142,243,390 |100.00%|5,063 |0.00% |183 |142,248,227| | 4.|the | | | | | | | | |Directors of| | | | | | | | |the Company | | | | | | | | |to fix the | | | | | | | | |remuneration| | | | | | | | |of the | | | | | | | | |auditors. | | | | | | | +---+------------+---------------+-------+----------+------+------+-----------+ | |To re-elect |RESOLUTION | | 5.|Ms Varda |WITHDRAWN | | |Shine who | | | |retires in | | | |accordance | | | |with the | | | |Company's | | | |Bye-Laws, as| | | |a Director | | | |of the | | | |Company. | | +---+------------+---------------+-------+----------+------+------+-----------+ | |To re-elect |113,173,930 |79.56% |29,074,502|20.44%|204 |142,248,432| | 6.|Mr Richard | | | | | | | | |Neil Duffy, | | | | | | | | |who retires | | | | | | | | |in | | | | | | | | |accordance | | | | | | | | |with the | | | | | | | | |Company's | | | | | | | | |Bye-Laws, as| | | | | | | | |a Director | | | | | | | | |of the | | | | | | | | |Company. | | | | | | | +---+------------+---------------+-------+----------+------+------+-----------+ | |To re-elect |142,073,611 |99.88% |174,821 |0.12% |204 |142,248,432| | 7.|Mr Bernard | | | | | | | | |Robert | | | | | | | | |Pryor, who | | | | | | | | |retires in | | | | | | | | |accordance | | | | | | | | |with the | | | | | | | | |Company's | | | | | | | | |Bye-Laws, as| | | | | | | | |a Director | | | | | | | | |of the | | | | | | | | |Company. | | | | | | | +---+------------+---------------+-------+----------+------+------+-----------+ | |To re-elect |142,060,673 |99.87% |187,759 |0.13% |204 |142,248,432| | 8.|Ms Deborah | | | | | | | | |Gudgeon, who| | | | | | | | |retires in | | | | | | | | |accordance | | | | | | | | |with the | | | | | | | | |Company's | | | | | | | | |Bye-Laws, as| | | | | | | | |a Director | | | | | | | | |of the | | | | | | | | |Company. | | | | | | | +---+------------+---------------+-------+----------+------+------+-----------+ | |To re-elect |142,073,354 |99.88% |175,078 |0.12% |204 |142,248,432| | 9.|Ms Hillaren | | | | | | | | |Lerato | | | | | | | | |Molebatsi, | | | | | | | | |who retires | | | | | | | | |in | | | | | | | | |accordance | | | | | | | | |with the | | | | | | | | |Company's | | | | | | | | |Bye-Laws, as| | | | | | | | |a Director | | | | | | | | |of the | | | | | | | | |Company. | | | | | | | +---+------------+---------------+-------+----------+------+------+-----------+ | |To elect Mr |142,207,835 |99.97% |40,597 |0.03% |204 |142,248,432| |10.|José Manuel | | | | | | | | |Vargas who | | | | | | | | |was | | | | | | | | |appointed by| | | | | | | | |the | | | | | | | | |Company's | | | | | | | | |Board of | | | | | | | | |Directors in| | | | | | | | |accordance | | | | | | | | |with the | | | | | | | | |Company's | | | | | | | | |Bye-Laws | | | | | | | | |from 1 | | | | | | | | |January | | | | | | | | |2024, as a | | | | | | | | |Director of | | | | | | | | |the Company.| | | | | | | +---+------------+---------------+-------+----------+------+------+-----------+ | |On an |141,662,455 |99.63% |528,402 |0.37% |57,779|142,190,857| |11.|advisory | | | | | | | | |basis, to | | | | | | | | |support the | | | | | | | | |appointment | | | | | | | | |of Mr Amre | | | | | | | | |Youness as a| | | | | | | | |Board | | | | | | | | |Observer | | | | | | | | |from 1 May | | | | | | | | |2024, | | | | | | | | |entitling | | | | | | | | |him to | | | | | | | | |attend but | | | | | | | | |not vote at | | | | | | | | |Board | | | | | | | | |meetings. | | | | | | | +---+------------+---------------+-------+----------+------+------+-----------+ | |On an |84,795,129 |59.63% |57,395,728|40.37%|57,779|142,190,857| |12.|advisory | | | | | | | | |basis, to | | | | | | | | |support the | | | | | | | | |appointment | | | | | | | | |of Ms | | | | | | | | |Alexandra | | | | | | | | |Watson as a | | | | | | | | |Board | | | | | | | | |Observer | | | | | | | | |from 17 | | | | | | | | |February | | | | | | | | |2024, | | | | | | | | |entitling | | | | | | | | |her to | | | | | | | | |attend but | | | | | | | | |not vote at | | | | | | | | |Board | | | | | | | | |meetings. | | | | | | | +---+------------+---------------+-------+----------+------+------+-----------+ | |To amend Bye|116,013,540 |81.59% |26,177,349|18.41%|57,747|142,190,889| |13.|-law 82.1 of| | | | | | | | |the | | | | | | | | |Company's | | | | | | | | |Bye-laws by | | | | | | | | |deleting and| | | | | | | | |substituting| | | | | | | | |it with the | | | | | | | | |amended Bye | | | | | | | | |-law set out| | | | | | | | |in the | | | | | | | | |revised | | | | | | | | |Notice of | | | | | | | | |AGM. | | | | | | | +---+------------+---------------+-------+----------+------+------+-----------+ Notes: 1. The Board notes that although resolutions 3, 6, 12 and 13 passed, these resolutions had a significant number of votes cast against them. The Board will continue its ongoing dialogue with Shareholders and consult as appropriate to fully understand any concerns in relation to these resolutions.In accordance with provision 4 of the 2018 UK Corporate Governance Code, the Board shall provide an update on these engagements within six months of the AGM. 2. As set out in the Company's announcement on 11 November 2024,Varda Shine did not offer herself up for re-election as a Director at the AGM and therefore ceased to be Chair of the Board as well as the Nomination and Investment Committees immediately following the conclusion of the AGM today. At the time at which that announcement was made, over 99% of votes cast were in favour of Ms Shine's re-appointment. As also set out in that announcement,José Manuel Vargas has been appointed Chair of the Board and Chair of the Investment Committee, with effect from the conclusion of the AGM today. Bernard Pryor, Senior Independent Director and Chair of the Remuneration Committee, will become Chair of the Nomination Committee. ~ Ends ~ For further information, please contact: Petra Diamonds, LondonTelephone: +44 20 7494 8203 Patrick Pittawayinvestorrelations@petradiamonds.com Kelsey Traynor About Petra Diamonds Limited Petra Diamonds is a leading independent diamond mining group and a supplier of gem quality rough diamonds to the international market. The Company's portfolio incorporates interests in two underground mines inSouthAfrica (the Finsch and Cullinan Mines) and one open pit mine inTanzania(Williamson). Petra's strategy is to focus on value rather than volume production by optimising recoveries from its high-quality asset base in order to maximise their efficiency and profitability. The Group has a significant resource base which supports the potential for long-life operations. Petra strives to conduct all operations according to the highest ethical standards and only operates in countries which are members of the Kimberley Process. The Group aims to generate tangible value for each of its stakeholders, thereby contributing to the socio-economic development of its host countries and supporting long-term sustainable operations to the benefit of its employees, partners and communities. Petra is quoted with a premium listing on the Main Market of theLondon Stock Exchangeunder the ticker 'PDL'. The Group's loan notes, due in 2026, are listed on theIrish Stock Exchangeand admitted to trading on theGlobal Exchange Market. For more information, visitwww.petradiamonds.com. 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Petra Diamonds Ltd - Results of AGM
13th November 2024, 10:33
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