Petra Diamonds Ltd. — AGM Information 2017

Jan 4, 2017

Notice of Annual General Meeting For the year ended 30 June 2012 PetraDiamonds

Notice is hereby given that the fifteenth Annual General Meeting ("AGM") of Petra Diamonds Limited (incorporated and registered in Bermuda under company registration number EC23123) (the "Company") will be held at 10:30 a.m. GMT on 29 November 2012 at the offices of Buchanan, 107 Cheapside, London EC2V 6DN United Kingdom for the purpose of considering and, if thought fit, passing the following resolutions:

Statutory accounts

1. That the financial statements of the Company for the year ended 30 June 2012, together with the Reports of the Directors and Auditors, be received.

Directors' Remuneration Report

1. That the Directors' Remuneration Report for the year ended 30 June 2012 be approved.

Re-appointment of auditors

1. That BDO LLP of 55 Baker Street, London W1U 7EU be re-appointed as auditors of the Company to hold office from the conclusion of this meeting until the conclusion of the next annual general meeting.

Authorisation to set auditors' remuneration

1. That the Directors of the Company (the "Directors") be authorised to fix the remuneration of the auditors.

Re-appointment of Directors

1. That Mr Adonis Pouroulis, who retires in accordance with the Company's Bye-laws, be hereby re-appointed as a Director of the Company to hold office until the date on which his office is otherwise vacated.

2. That Mr Christoffel Johannes Dippenaar, who retires in accordance with the Company's Bye-laws, be hereby re-appointed as a Director of the Company to hold office until the date on which his office is otherwise vacated.

3. That Mr David Gary Abery, who retires in accordance with the Company's Bye-laws, be hereby re-appointed as a Director of the Company to hold office until the date on which his office is otherwise vacated.

4. That Mr James Murry Davidson, who retires in accordance with the Company's Bye-laws, be hereby re-appointed as a Director of the Company to hold office until the date on which his office is otherwise vacated.

5. That Mr Anthony Carmel Lowrie, who retires in accordance with the Company's Bye-laws, be hereby re-appointed as a Director of the Company to hold office until the date on which his office is otherwise vacated.

6. That Dr Patrick John Bartlett, who retires in accordance with the Company's Bye-laws, be hereby re-appointed as a Director of the Company to hold office until the date on which his office is otherwise vacated.

7. That Mr Alexander Gordon Kelso Hamilton, who retires in accordance with the Company's Bye-laws, be hereby re-appointed as a Director of the Company to hold office until the date on which his office is otherwise vacated.

8. That Dr Omar Kamal, who retires in accordance with the Company's Bye-laws, be hereby re-appointed as a Director of the Company to hold office until the date on which his office is otherwise vacated.

Authority to allot Relevant Securities

1. That the Directors be generally and unconditionally authorised, in accordance with Bye-Law 2.4 of the Company's Bye-laws, to allot Relevant Securities (within the meaning of that Bye-Law) up to an aggregate nominal amount of £14,430,557 provided that this authority shall expire at the conclusion of the next AGM of the Company or, if earlier, 15 months from the date on which this resolution is passed unless such authority is revoked or varied by a resolution of the shareholders in a general meeting, save that the Company may, before such expiry, make offers or agreements which would or might require Relevant Securities to be allotted and the Directors may allot Relevant Securities in pursuance of such offer or agreement notwithstanding that the authority conferred by this resolution has expired.

To consider and if thought fit, pass the following resolution as a Special Resolution (as defined in the Company's Bye-laws):

Disapplication of pre-emption rights

1. That, subject to the passing of resolution 13, the Directors be granted general authority pursuant to Bye-Law 2.6(a)(i) of the Company's Bye-laws to allot Equity Securities (within the meaning of Bye-Law 2.5(g)) for cash as if Bye-Law 2.5(a) of the Company's Bye-laws did not apply to such authority, provided that this power shall be limited to:

(a) the allotment of Equity Securities in connection with a rights issue or an offer of Equity Securities, or an invitation in respect of the same, open for a period fixed by the Directors:

i. to holders of ordinary shares in proportion (as nearly as may be practicable) to their respective holdings; and ii. to holders of other Equity Securities as required by the rights of those securities or as the Directors otherwise consider necessary,

but subject to such exclusions or other arrangements as the Board may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates, legal or practical problems in or under the laws of any territory or the requirements of any regulatory body or stock exchange; and

(b) the allotment (otherwise than in pursuance to sub-paragraph 14(a)) of Equity Securities up to an aggregate nominal value of £2,528,472.15,

provided that this authority shall expire at the conclusion of the next AGM of the Company or, if earlier, 15 months from the date on which this resolution is passed unless the authority is revoked or varied by a resolution of the shareholders in a general meeting, save that the Company may, before such expiry, make offers or agreements which would or might require Equity Securities to be allotted after such expiry and the Directors may allot Equity Securities in pursuance of any such offer or agreement as if Bye-Law 2.5(a) did not apply notwithstanding that the power conferred by this resolution has expired.

By order of the Board

Adonis Pouroulis Chairman 19 October 2012

Registered office: Clarendon House, 2 Church Street, Hamilton HM11, Bermuda Company registration number: EC23123

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Explanatory Notes

For the year ended 30 June 2012

These explanatory notes form part of the Notice of Annual General Meeting.

Notes

Approval of the Directors' Remuneration Report Resolution 2:

The Company is providing shareholders with the opportunity to cast an advisory vote on the Directors' Remuneration Report. You can find the full Directors' Remuneration Report on pages 61 to 72 in the 2012 Annual Report. It explains the Company's policy on remuneration and gives details of the Directors' remuneration for the year ended 30 June 2012.

Re-appointment of Directors

Resolutions 5-12 (inclusive):

In accordance with the UK Corporate Governance Code, the Company's Bye-laws require all of the Directors to retire from office at the AGM and offer themselves for re-election. Separate resolutions will be proposed at the AGM to re-elect the Directors. Biographies of the Directors (the "Biographies") are included in the Company's 2012 Annual Report and on the Company's website: http://www.petradiamonds.com/about-us/directors-and-company-secretary.aspx.

A shareholder may request an additional hard copy of the Biographies of the Directors by making a written request to Cathy Malins, Petra Diamonds Limited, 36 Dover Street, London W10 6HE, United Kingdom.

The Chairman and the Board have considered the individual skills, experience and attributes of each Director. The Board considers that the composition of the Board is well balanced and therefore recommends the re-appointment of each Director at the AGM. Following performance evaluation, the Directors' performance continues to be effective and they demonstrate commitment to their role.

The Directors of the Company believe that the re-election of each Director is in the best interests of the Company and unanimously recommend that the members vote in favour of each relevant resolution.

Authority to allot Relevant Securities

Resolution 13:

This resolution complies with guidance issued by the Association of British Insurers ("ABI") and will, if passed, authorise the Directors to allot:

• Relevant Securities up to a maximum nominal amount of £14,430,557 which represents the amount of the Company's unissued share capital as at 19 October 2012.

As at close of business on 19 October 2012, the Company did not hold any treasury shares.

The authority granted by this resolution will expire on the date of the next AGM of the Company or, if earlier, 15 months from the date on which this resolution is passed.

The Directors have no present intention to exercise this authority.

Disapplication of pre-emption rights

Resolution 14:

This resolution will, if passed, give the Directors power, pursuant to the authority granted by resolution 13, to allot Equity Securities for cash:

• in relation to pre-emptive offers or rights issues and offers to holders of other equity securities if required by the rights of those securities or as the Directors otherwise consider necessary, up to a maximum nominal amount of £14,430,557 which represents the amount of the Company's unissued ordinary share capital as at 19 October 2012;

• in any other case, up to a maximum nominal amount of £2,528,472.15 which represents approximately 5% of the Company's issued ordinary shares as at 19 October 2012. In compliance with the guidelines issued by the Pre-emption Group, the Directors will ensure that, other than in relation to a rights issue, no more than 7.5% of the issued ordinary shares will be allotted for cash on a non pre-emptive basis over a rolling three-year period unless shareholders have been notified and consulted in advance.

This resolution complies with relevant guidance issued by the Pre-emption Group and guidance issued by the ABI.

The power granted by this resolution will expire on the date of the next AGM or, if earlier, 15 months from the date on which this resolution is passed.

The Directors have no present intention to exercise this authority.

Recommendation

The Directors consider that the resolutions set out in the Notice of Annual General Meeting are in the best interests of the Company and shareholders as a whole and recommend that shareholders vote in favour of them. Each Director who holds ordinary shares in the Company intends to vote in favour of the resolutions in respect of his own holdings.

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Explanatory Notes

For the year ended 30 June 2012

Notes continued

A member entitled to attend and vote at the above meeting or any adjournment thereof may appoint one or more proxies to attend and vote in their stead on a show of hands or on a poll. A proxy need not be a member of the Company. A member who is the holder of two or more shares may appoint more than one proxy to represent him and vote on his behalf in respect of different shares.

To be valid, the Form of Proxy must be lodged with the Company's UK branch registrars, Capita Registrars, PXS, 34 Beckenham Road, Beckenham BR3 4TU United Kingdom, not less than 48 hours before the time appointed for the AGM or any adjournment thereof.

Only those members entered on the register of members of the Company at 5:00 p.m. (GMT) on 27 November 2012 shall be entitled to attend and vote at the meeting in respect of the number of shares registered in their name at that time. Changes to entries on the register of members after 5:00 p.m. (GMT) on 27 November 2012 shall be disregarded in determining the rights of any person to attend or vote at the meeting.

Depositary interest holders who are CREST members and who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the AGM and any adjournment(s) of the meeting by using the procedures described in the CREST Manual. CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.

In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with CRESTCo's specifications and must contain the information required for such instructions, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or an amendment to the instruction given to a previously appointed proxy, must, in order to be valid, be transmitted so as to be received by the Company's agent (ID RA10) by the latest time(s) for receipt of proxy appointments specified in the notice of meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the Company's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time, any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.

CREST members and, where applicable, their CREST sponsors or voting service provider(s) should note that CRESTCo does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service provider(s) are referred to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.

Any holders of depository interests in the Company who cannot give voting instructions via CREST should instruct Capita Registrars to vote in respect of the holder's interest using the Form of Direction enclosed. The completed Form of Direction must be received by Capita Registrars, PXS, 34 Beckenham Road, Beckenham BR3 4TU United Kingdom not later than 72 hours before the time appointed for the AGM or any adjournment thereof.

The total issued share capital of the Company as at 19 October 2012 (being the latest practicable day before the date of this document) is 505,694,430 ordinary shares, none of which are held in treasury. Therefore the total number of voting rights in the Company as at 19 October 2012 is 505,694,430.

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PetraDiamonds

Elizabeth House PO Box 1075 9 Castle Street St Helier Jersey JE4 2QP

Tel: +44 1534 700 111 Fax: +44 1534 700 007 Email: info@petradiamonds.com WWW.PETRADIAMONDS.COM