Petra Diamonds Ltd. — AGM Information 2017

Jan 4, 2017

Form of Proxy To the shareholders of Petra Diamonds Limited

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Petra Diamonds Limited

Company registration number: EC23123

For use at the Annual General Meeting (“AGM”) of Petra Diamonds Limited (incorporated and registered in Bermuda under company registration number EC23123) (the “Company”) to be held at 9.00am GMT on 30 November 2015 in the offices of Buchanan, 107 Cheapside, London EC2V 6DN, United Kingdom.

Before completing this form, please read the explanatory notes.

Notes:

1. Proxies are entitled to vote on a poll or on a show of hands.

2. Appointment of a proxy does not preclude you from attending the meeting and voting in person. If you have appointed a proxy and attend the meeting in person, your proxy appointment will automatically be terminated.

3. Members shall place an ‘X’ in the box indicating the way in which their vote is to be cast.

4. If the member is a corporation, the proxy should be signed either by a duly authorised officer or attorney or be completed under the common seal of the company.

5. Members wishing to appoint their own proxy, who need not be a member, should fill in the name of their proxy in the space provided with or without deleting the words ‘the Chairman of the meeting or’.

6. This proxy should be completed and dispatched, together with the power of attorney or other authority (if any) under which it was signed (or a duly certified copy of such power of authority), so as to arrive at the Company’s UK branch registrars, Capita Asset Services, PXS 1, 34 Beckenham Road, Beckenham BR3 4TU, United Kingdom, not less than 48 hours (excluding non-working days) before the time appointed for the meeting or any adjournment thereof.

7. Alternatively, a member may appoint a proxy online by following the instructions for the electronic appointment of a proxy at www.capitashareportal.com.

8. Any alterations to this Form of Proxy should be initialled by the member.

I/We ......................................................................................................................................................................................................................... (name(s) in full) (BLOCK LETTERS) of ................................................................................................................................................................................................................................................................................(address) being (a) member(s) of the Company hereby appoint the Chairman of the meeting or .......................................................................................................................... as my/our proxy to vote on my/our behalf on the resolutions to be proposed at the AGM of the members of the Company to be held at 9.00am GMT on 30 November 2015 in the offices of Buchanan, 107 Cheapside, London EC2V 6DN, United Kingdom and at every adjournment thereof, as indicated below or, in the absence of any such indication, my/our proxy shall vote or abstain as he/she thinks fit. I/We direct the proxy to vote in respect of the resolutions to be proposed as shown below:

, , ,below or, in the absence of any such indication, my/our proxy shall vote or abstain as he/she thinks fit.I/We direct the proxy to vote in respect of the resolutions to be proposed as shown below:		,
Ordinary resolutions	For	Against	Abstain
1.To receive the Financial Statements of the Company for the year ended 30 June 2015, together with the Reportsof the Directors and Auditors thereon.
2.To approve the Directors’ Annual Remuneration Report for the year ended 30 June 2015.
3.To approve the final dividend declared on the ordinary shares of the Company for the year ended 30 June 2015of US$3.0 cents per ordinary share.
4.To re-appoint BDO LLP as auditors to act as such until the conclusion of the next AGM of the Company.
5.To authorise the Directors of the Company to fix the remuneration of the auditors.
6.To re-appoint Mr Adonis Pouroulis, who retires in accordance with the Company’s Bye-Laws, as a Director of the Company.
7.To re-appoint Mr Christoffel Johannes Dippenaar, who retires in accordance with the Company’s Bye-Laws, as a Directorof the Company.
8.To re-appoint Mr David Gary Abery, who retires in accordance with the Company’s Bye-Laws, as a Director of the Company.
9.To re-appoint Mr James Murry Davidson, who retires in accordance with the Company’s Bye-Laws, as a Director of the Company.
10.To re-appoint Mr Anthony Carmel Lowrie, who retires in accordance with the Company’s Bye-Laws, as a Director of the Company.
11.To re-appoint Dr Patrick John Bartlett, who retires in accordance with the Company’s Bye-Laws, as a Director of the Company.
12.To re-appoint Mr Alexander Gordon Kelso Hamilton, who retires in accordance with the Company’s Bye-Laws,as a Director of the Company.
13.To re-appoint Ms Octavia Matshidiso Matloa, who retires in accordance with the Company’s Bye-Laws, as a Directorof the Company.
14.To authorise the Directors of the Company to allot Relevant Securities within the meaning of Bye-Law 2.4 of theCompany’s Bye-Laws.
Special resolution
15. To disapply the pre-emption provisions of Bye-Law 2.5(a) pursuant to Bye-Law 2.6(a)(i) of the Company’s Bye-Laws.

Please indicate with an ‘X’ in the spaces provided how you wish your votes to be cast.

To abstain from voting on a resolution, select the relevant ‘Abstain’ box. An abstained vote is not a vote in law, which means that the vote will not be counted in the calculation of votes for and against the resolution. If no specific direction is given the proxy will exercise his/her discretion as to whether, and if so how, he/she votes. Dated: .................................................................................................................. Signature(s) or common seal: ..........................................................................................................

Affix stamp here

PXS 1 34 Beckenham Road Beckenham BR3 4TU United Kingdom