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Kenmare Resources — Proxy Solicitation & Information Statement 2026
Apr 13, 2026
1968_rns_2026-04-13_c8516f7a-b867-4259-965a-8039903fb55a.pdf
Proxy Solicitation & Information Statement
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KENMARE
RESOURCES PLC
Attendance Card
Please bring this card with you to the Meeting and present it at Shareholder registration/accreditation.
For use at the Annual General Meeting to be held at The Merrion Hotel, Upper Merrion Street, Dublin 2, Ireland on Thursday 7 May 2026 at 12:00 noon and at any adjournment thereof.
Shareholder Reference Number
Form of Proxy - Kenmare Resources plc Annual General Meeting to be held on 7 May 2026

Cast your Proxy online...It's fast, easy and secure!
www.eproxyappointment.com
You will be asked to enter the Control Number, Shareholder Reference Number (SRN) and PIN shown opposite and agree to certain terms and conditions.
Control Number: 921324
SRN:
PIN:

View the Annual Report and Notice of Meeting on: www.kenmareresources.com
To be effective, all forms of proxy must be lodged at the office of the Company's registrars at:
Computershare Investor Services (Ireland) Limited, 3100 Lake Drive, Citywest Business Campus, Dublin 24, D24 AK82, Ireland by 5 May 2026 at 12:00 noon.
A reply paid envelope is enclosed to enable the return of proxy forms.
Explanatory Notes:
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Every shareholder has the right to appoint some other person(s) of their choice, who need not be a shareholder as his/her proxy to exercise all or any of his/her rights, as attend, speak, ask questions and vote on his/her behalf at the meeting. If you wish to appoint a person other than the Chairperson of the meeting, please insert the name of your chosen proxy holder in the space provided (see reverse).
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A shareholder may appoint more than one proxy to attend, speak, ask questions and vote at the meeting provided that each proxy is appointed to exercise rights in respect of shares held in different securities accounts. A shareholder acting as an intermediary on behalf of one or more clients may grant a proxy to each of its clients or their nominees provided each proxy is appointed to exercise rights attached to different shares held by that shareholder. To appoint more than one proxy, an additional proxy form(s) may be obtained by contacting the Registrar's he/she on +353 1 447 5106 or you may photocopy the reverse only of this form. Please indicate in the box next to the proxy holder's name (see reverse) the number of shares in relation to which they are authorised to act as your proxy. Please also indicate by ticking the box provided if the proxy instruction is one of multiple instructions being given. If the proxy is being appointed in relation to less than your full voting entitlement, please enter in the box next to the proxy holder's name (see reverse) the number of shares in relation to which they are authorised to act as your proxy. If left blank your proxy will be deemed to be authorised in respect of your full voting entitlement (or if this proxy form has been issued in respect of a designated account for a shareholder, the full voting entitlement for that designated account). All forms must be signed and should be returned together in the same envelope. Where a poll is taken at the AGM, a shareholder, present in person or proxy, holding more than one share is not required to cast all their votes in the same way.
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To be effective, the completed Form of Proxy together with any power of attorney or other authority under which it is executed, or a notarially certified copy thereof, must be deposited with the Registrar of the Company before the deadline set out above. A Shareholder wishing to appoint a proxy by electronic means may do so on the Registrar's website www.eproxyappointment.com. Details of the requirements are set out in the box above. A Shareholder who wishes to appoint more than one proxy by electronic means must contact the Registrar by sending an email to [email protected].
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A proxy (including a substitute proxy) shall be entitled at his or her discretion and without notice to the appointing shareholder to (i) nominate and appoint any person to be a substitute proxy for him or her for any of the purposes contemplated by this Form of Proxy with liberty to revoke any such appointment at his or her discretion and/or (ii) replace such substitute proxy with any other person at his or her discretion (each of the foregoing being, a Substitute Proxy). A proxy shall provide any Substitute Proxy with a copy (electronic or otherwise) of this Form of Proxy. A Substitute Proxy shall be bound by, and shall be entitled to act in all respects in accordance with, the terms of this Form of Proxy. All references to 'proxy' shall be deemed to include persons who are Substitute Proxies for the time being.
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Please indicate how you wish your proxy to vote by marking the appropriate box. You may direct your proxy to vote "For", "Against", or to "Vote Withheld". If no such specific instructions are given, the proxy will vote your vote at his/her discretion. The 'Vote Withheld' option overleaf is provided to enable you to abstain on any particular resolution. However, it should be noted that a 'Vote Withheld' is not a vote in law and will not be counted in the calculation of the proportion of the votes 'For' and 'Against' a resolution.
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Only those Shareholders registered on the Company's register of members at the close of business on the fourth day before the date of the AGM or, if the AGM is adjourned, at the close of business on the fourth day before the date of the adjourned AGM shall be entitled to attend and vote at the AGM or, if relevant, any adjournment thereof. Changes to entries on the Company's register of members after that time will be disregarded in determining the rights of any person to attend and vote at the AGM.
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Persons who hold interests in Kenmare shares through the Euroclear Bank system or as CREST depository interests ("CDIs") through the CREST system, wishing to appoint a proxy or submit voting instructions should consult with their stockbroker or other intermediary at the earliest opportunity for further information on the processes and timelines of the respective systems.
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The above is how your address appears on the Register of Members. If this information is incorrect please ring the Registrar's helpline on +353 1 447 5106 to request a change of address form or go to www.investorcentre.com/ie to use the online Investor Centre service.
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Any alterations made to this form should be initialled.
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Shareholders are strongly encouraged to submit proxy appointments and instructions for the AGM as soon as possible using any of the methods (by post or electronically) set out below.
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The appointment of a proxy will not preclude a member from attending the meeting and voting in person.
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This Form of Proxy must (i) in the case of an individual shareholder be signed (or submitted electronically) by the shareholder or his/her duly authorised attorney; or (ii) in the case of a corporate shareholder be given either under its common seal or be signed on its behalf by a duly authorised officer or attorney of the corporate shareholder (or submitted electronically).
Kindly Note: This form is issued only to the addressee(s) and is specific to the unique designated account printed hereon. This personalised form is not transferable between different (i) account holders; or (ii) uniquely designated accounts. The Company and Computershare Investor Services (Ireland) Limited accept no liability for any instruction that does not comply with these conditions.
All Holders
Poll Card To be completed only at the AGM if a Poll is called.
| Resolutions : | For | Against | Vote Withheld |
|---|---|---|---|
| 1. To consider the Financial Statements, the Directors' Report and the Independent Auditor's Report thereon for the year ended 31 December 2025. | ☐ | ☐ | ☐ |
| 2. To consider the Remuneration Committee Report and the Annual Report on Remuneration as set on pages 132 to 144 of the Annual Report for the year ended 31 December 2025. | ☐ | ☐ | ☐ |
| 3. To re-elect the following Directors | |||
| (a) Issa Al Balushi | ☐ | ☐ | ☐ |
| (b) Mette Dobel | ☐ | ☐ | ☐ |
| (c) Elaine Dorward-King | ☐ | ☐ | ☐ |
| (d) Clever Fonseca | ☐ | ☐ | ☐ |
| (e) Tom Hickey | ☐ | ☐ | ☐ |
| (f) Deirdre Somers | ☐ | ☐ | ☐ |
| (g) Andrew Webb | ☐ | ☐ | ☐ |
| and to elect the following Director | |||
| (h) Katia Ray | ☐ | ☐ | ☐ |
| Resolutions : | For | Against | Vote Withheld |
| --- | --- | --- | --- |
| 4. To authorise the Directors to fix the remuneration of the auditor. | ☐ | ☐ | ☐ |
| 5. Special Resolution - To renew the authority to convene an EGM by 14 days notice. | ☐ | ☐ | ☐ |
| 6. Ordinary Resolution - To approve, on an advisory basis, the Directors' Remuneration Policy, as set out on pages 145 to 153 of the Annual Report for the year ended 31 December 2025. | ☐ | ☐ | ☐ |
| 7. Ordinary Resolution - to approve the introduction of the Kenmare Resources plc Restricted Share Plan 2026, the principal features of which are summarised in Appendix A to the Notice of AGM dated 13 April 2026. | ☐ | ☐ | ☐ |
| 8. Ordinary Resolution - To authorise the Directors to allot relevant securities. | ☐ | ☐ | ☐ |
| 9. Special Resolution - To disapply statutory pre-emption rights. | ☐ | ☐ | ☐ |
| 10. Special Resolution - To authorise market purchases. | ☐ | ☐ | ☐ |
| 11. Special Resolution - To authorise re-issue of treasury shares. | ☐ | ☐ | ☐ |
Signature
Form of Proxy
Please use a black pen. Mark with an X inside the box as shown in this example. ☑ I/We hereby appoint the Chairperson of the Meeting OR the following person
Please leave this box blank if you have selected the Chairperson. Do not insert your own name(s).*
as my/our proxy to attend, speak and vote in respect of my/our full voting entitlement* on my/our behalf at the Annual General Meeting of the Company to be held at The Merrion Hotel, Upper Merrion Street, Dublin 2, Ireland, on Thursday 7 May 2026 at 12:00 noon and at any adjournment thereof. I/We direct that my/our vote(s) be cast on the specified resolutions as indicated by an X in the appropriate box.
- For the appointment of more than one proxy, please refer to Explanatory Note 2 (see front).
☐ Please tick here to indicate that this proxy appointment is one of multiple appointments being made.
| Resolutions : | For | Against | Vote Withheld |
|---|---|---|---|
| 1. To consider the Financial Statements, the Directors' Report and the Independent Auditor's Report thereon for the year ended 31 December 2025. | ☐ | ☐ | ☐ |
| 2. To consider the Remuneration Committee Report and the Annual Report on Remuneration as set on pages 132 to 144 of the Annual Report for the year ended 31 December 2025. | ☐ | ☐ | ☐ |
| 3. To re-elect the following Directors | |||
| (a) Issa Al Balushi | ☐ | ☐ | ☐ |
| (b) Mette Dobel | ☐ | ☐ | ☐ |
| (c) Elaine Dorward-King | ☐ | ☐ | ☐ |
| (d) Clever Fonseca | ☐ | ☐ | ☐ |
| (e) Tom Hickey | ☐ | ☐ | ☐ |
| (f) Deirdre Somers | ☐ | ☐ | ☐ |
| (g) Andrew Webb | ☐ | ☐ | ☐ |
| and to elect the following Director | |||
| (h) Katia Ray | ☐ | ☐ | ☐ |
| Resolutions : | For | Against | Vote Withheld |
| --- | --- | --- | --- |
| 4. To authorise the Directors to fix the remuneration of the auditor. | ☐ | ☐ | ☐ |
| 5. Special Resolution - To renew the authority to convene an EGM by 14 days notice. | ☐ | ☐ | ☐ |
| 6. Ordinary Resolution - To approve, on an advisory basis, the Directors' Remuneration Policy, as set out on pages 145 to 153 of the Annual Report for the year ended 31 December 2025. | ☐ | ☐ | ☐ |
| 7. Ordinary Resolution - to approve the introduction of the Kenmare Resources plc Restricted Share Plan 2026, the principal features of which are summarised in Appendix A to the Notice of AGM dated 13 April 2026. | ☐ | ☐ | ☐ |
| 8. Ordinary Resolution - To authorise the Directors to allot relevant securities. | ☐ | ☐ | ☐ |
| 9. Special Resolution - To disapply statutory pre-emption rights. | ☐ | ☐ | ☐ |
| 10. Special Resolution - To authorise market purchases. | ☐ | ☐ | ☐ |
| 11. Special Resolution - To authorise re-issue of treasury shares. | ☐ | ☐ | ☐ |
I/we would like my/our proxy to vote on the resolutions proposed at the Meeting as indicated on this form. Unless otherwise instructed the proxy may vote as he or she sees fit or abstain in relation to any business of the meeting.
Signature
Date
DD/MM/YY
In the case of a corporation, this proxy must be given under its common seal or be signed on its behalf by an attorney or officer duly authorised, stating their capacity (e.g. director, secretary).
CCS 3162 08 KENR +