Kenmare Resources

AGM Information • May 10, 2024

KENMARE RESOURCES PLC

RESOLUTIONS PASSED AT ANNUAL GENERAL MEETING HELD ON 10 MAY 2024

SPECIAL BUSINESS

• 1. To consider and, if thought fit, pass the following resoluƟon as an ordinary resoluƟon: That the Directors be and are hereby generally and uncondiƟonally authorised pursuant to SecƟon 1021 of the Companies Act 2014 to exercise all powers of the Company to allot relevant securiƟes (within the meaning of SecƟon 1021 of the Companies Act 2014) up to an aggregate nominal amount equal to €29,742. The authority hereby conferred shall expire at the conclusion of the next annual general meeƟng of the Company or, if earlier, 10 August 2025 (unless previously renewed, varied or revoked by the Company in general meeƟng) provided that the Company may before such expiry make an offer or agreement which would or might require relevant securiƟes to be alloƩed aŌer such expiry and the Directors may allot relevant securiƟes in pursuance of such offer or agreement notwithstanding that the authority hereby conferred has expired.
• 1. To consider and, if thought fit, pass the following resoluƟon as a special resoluƟon: That, subject to the passing of ResoluƟon 7 above, the Directors be and are hereby empowered pursuant to SecƟon 1023 of the Companies Act 2014 to allot equity securiƟes (within the meaning of SecƟon 1023 of the said Act) for cash pursuant to the authority conferred by ResoluƟon 8 above as if sub-SecƟon (1) of SecƟon 1022 of the said Act did not apply to any such allotment and provided that this power shall be limited to the allotment of equity securiƟes:
  2. (a) in connecƟon with any offer of securiƟes open for any period fixed by the Directors by way of rights issue, open offer or other invitaƟon to, or in favour of, holders of ordinary shares and holders of other equity securiƟes as required by the rights of those securiƟes or as the Directors otherwise consider necessary but subject to such exclusions or arrangements as the Directors may deem necessary or expedient to deal with fracƟonal enƟtlements or legal, regulatory or pracƟcal problems under the laws of, or the requirements of any recognised body or stock exchange in, any territory; and
  3. (b) (in addiƟon to the power conferred by paragraph (a) of this resoluƟon), up to a maximum aggregate nominal value equal to the nominal value of 5% of the issued ordinary share capital as at the close of business on the date of passing of this resoluƟon.

The power hereby conferred shall expire at the conclusion of the next annual general meeƟng of the Company aŌer the passing of this resoluƟon or, if earlier, 10 August 2025 (unless previously renewed, varied or revoked by the Company in general meeƟng) save that the Company may before such expiry make an offer or agreement which would or might require equity securiƟes to be alloƩed aŌer such expiry and the Directors may allot equity securiƟes in pursuance of such offer or agreement as if the power conferred hereby had not expired.

1. To consider and, if thought fit, pass the following resoluƟon as a special resoluƟon: That the Company and/or any of its subsidiaries (as defined by SecƟon 7 of the Companies Act 2014) be and they are hereby generally authorised to make market purchases (as defined in secƟon 1072 of the Companies Act 2014) of ordinary shares of €0.001 each in the capital of the Company ("Shares") on such terms and condiƟons and in such manner as the Directors may from Ɵme to Ɵme determine but subject, however, to the provisions of the Companies Act 2014 and to the following restricƟons and provisions:

2. (a) the maximum number of Shares authorised to be purchased pursuant to the terms of this ResoluƟon shall be such number of Shares whose aggregate nominal value shall equal 10 per cent. of the aggregate nominal value of the issued share capital of the Company as at the close of business on the date of the passing of this ResoluƟon;

3. (b) the minimum price that may be paid for any Share is €0.001;
4. (c) the maximum price that may be paid for any Share (a "Relevant Share") shall not be more than the higher of:
   • (i) an amount equal to 105 per cent. of the average market value of a Share as determined in accordance with this paragraph (c); and
   • (ii) that sƟpulated by ArƟcle 3(2) of the Commission Delegated RegulaƟon (EU) 2016/1052 (or by any corresponding provision of legislaƟon replacing that regulaƟon),

where the average market value of a Share for the purpose of sub-paragraph (i) shall be the amount equal to the average of the five amounts resulƟng from determining whichever of the following ((1), (2) or (3) specified below) in respect of Shares shall be appropriate for each of the five business days immediately preceding the day on which the Relevant Share is purchased as determined from the informaƟon published in the Euronext Dublin Daily Official List reporƟng the business done on each of those five days:

• (1) if there shall be more than one dealing reported for the day, the average of the prices at which such dealings took place; or
• (2) if there shall be only one dealing reported for the day, the price at which such dealing took place; or
• (3) if there shall not be any dealing reported for the day, the average of the closing bid and offer prices for the day;

and if there shall be only a bid (but not an offer) price or an offer (but not a bid) price reported, or if there shall not be any bid or offer price reported, for any parƟcular day, that day shall not be treated as a business day for the purposes of this paragraph (c); provided that, if for any reason it shall be impossible or impracƟcable to determine an appropriate amount for any of those five days on the above basis, the Directors may, if they think fit and having taken into account the prices at which recent dealings in such shares have taken place, determine an amount for such day and the amount so determined shall be deemed to be appropriate for that day for the purposes of calculaƟng the maximum price; and if the means of providing the foregoing informaƟon as to dealings and prices by reference to which the maximum price is to be determined is altered or is replaced by some other means, then the maximum price shall be determined on the basis of the equivalent informaƟon published by the relevant authority in relaƟon to dealings on the Irish Stock Exchange (trading as Euronext Dublin) or its equivalent;

(d) the authority conferred by this ResoluƟon shall include authority to make overseas market purchases (as defined by SecƟon 1072 of the Companies Act 2014) of Shares on the London Stock Exchange, provided that (1) any such purchase shall be subject to any requirements of the laws of the United Kingdom of Great Britain and Northern Ireland as shall apply thereto and (2) the maximum price which may be paid for any Shares so purchased shall be the higher of:

• (i) five per cent. above the average of the closing prices for the Shares as derived from the London Stock Exchange Daily Official List for the five business days preceding the date of purchase; and
• (ii) the higher of the price of the last independent trade and the highest current

independent bid on the London Stock Exchange at the Ɵme the purchase is carried out, provided that, if the means of providing the foregoing informaƟon as to dealings and prices by reference to which the maximum price is to be determined is altered or is replaced by some other means, then a maximum price shall be determined on the basis of the equivalent

informaƟon published by the relevant authority in relaƟon to dealings on the London Stock Exchange or its equivalent; and

(e) the authority hereby conferred shall expire at the close of business on the date of the next annual general meeƟng of the Company or the date 18 months aŌer the passing of this ResoluƟon (whichever shall be the earlier) but the Company or any subsidiary may before such expiry enter into a contract for the purchase of Shares which would or might be wholly or partly executed aŌer such expiry and may complete any such contract as if the authority conferred hereby had not expired.

1. To consider and if thought fit to pass the following resoluƟon as a special resoluƟon: That:

(a) for the purposes of secƟons 109 and 1078 of the Companies Act, 2014, the re-allotment price range at which any treasury shares (as defined by the said Companies Act 2014) for the Ɵme being held by the Company may be re-alloƩed off-market as ordinary shares shall be as follows:

• (i) the maximum price at which a treasury share may be re-alloƩed off-market shall be an amount equal to 120 per cent. of the Appropriate Price; and
• (ii) the minimum price at which a treasury share may be re-alloƩed off-market shall be the nominal value of the share where such share is re-alloƩed under an employees' share scheme (as defined by SecƟon 64 of the Companies Act 2014) operated by the Company and, in all other cases, shall be an amount equal to 95 per cent. of the Appropriate Price;

(b) for the purposes of this ResoluƟon the expression "Appropriate Price" shall mean the average of the five amounts resulƟng from determining whichever of the following ((i), (ii) or (iii) specified below) in respect of ordinary shares of €0.001 each of the Company shall be appropriate for each of the five business days immediately preceding the day on which such treasury share is re-alloƩed, as determined from informaƟon published in the Euronext Dublin Daily Official List reporƟng the business done on each of those five business days:

(i) if there shall be more than one dealing reported for the day, the average of the prices at which such dealings took

place; or

• (ii) if there shall be only one dealing reported for the day, the price at which such dealing took place; or
• (iii) if there shall not be any dealing reported for the day, the average of the closing bid and offer prices for the day:

and if there shall be only a bid (but not an offer) price or an offer (but not a bid) price reported, or if there shall not be any bid or offer price reported, for any parƟcular day, then that day shall not be treated as a business day for the purposes of this paragraph (b); provided that if for any reason it shall be impossible or impracƟcable to determine an appropriate amount for any of those five days on the above basis, the Directors may, if they think fit and having taken into account the prices at which recent dealings in such shares have taken place, determine an amount for such day and the amount so determined shall be deemed to be appropriate for that day for the purposes of calculaƟng the Appropriate Price; and if the means of providing the foregoing informaƟon as to dealings and prices by reference to which the Appropriate Price is to be determined is altered or is replaced by some other means, then the Appropriate Price shall be determined on the basis of the equivalent informaƟon published by the relevant authority in relaƟon to dealings on the Irish Stock Exchange (trading as Euronext Dublin) or its equivalent; and

(c) the authority hereby conferred shall expire at the close of business on the date of the next annual general meeƟng of the Company or on the date 18 months aŌer the passing of this ResoluƟon (whichever shall be earlier).