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Petra Diamonds Ltd. Declaration of Voting Results & Voting Rights Announcements 2018

Nov 23, 2018

14860_agm-r_2018-11-23_ea9162f3-5d54-4e51-8fa9-0356327ea694.pdf

Declaration of Voting Results & Voting Rights Announcements

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23 November 2018

Petra Diamonds Limited

("Petra" or the "Company")

Results of Annual General Meeting

Petra Diamonds Limited is pleased to announce that, at its AGM held earlier today, shareholders passed each of the ordinary and special resolutions by the requisite majorities on a poll. The full text of each resolution is contained in the Notice of Annual General Meeting, which is available on the Company's website. The total number of votes cast for each resolution is set out in the table below.

Resolutions Votes for(incl.discretionary) % ofVotesCast Votes Against % ofVotesCast Total VotesCast Total VotesWithheld
Ordinary resolutions
1.To receive the FinancialStatements of theCompany for the yearended 30 June 2018,together with the Reportsof the Directors andAuditors thereon (“2018Annual Report”). 602,337,580 100.00 0 0.00 602,337,580 1,323,572
2.To approve the Directors’Annual RemunerationReport for the year ended30 June 2018, ascontained in the 2018Annual Report. 572,130,274 97.34 15,632,119 2.66 587,762,393 15,898,759
3.To re-appoint BDO LLPas auditors to act as suchuntil the conclusion of thenext AGM of theCompany. 602,869,873 99.87 790,222 0.13 603,660,095 1,057
4.To authorise the Directorsof the Company to fix theremuneration of theauditors. 587,397,449 99.94 366,428 0.06 587,763,877 15,897,275
5.To re-appoint Mr AdonisPouroulis, who retires inaccordance with theCompany’s Bye-Laws, asa Director of theCompany. 456,260,262 77.88 129,585,306 22.12 585,845,568 17,813,361
6.To re-appoint MrChristoffel JohannesDippenaar, who retires inaccordance with theCompany’s Bye-Laws, asa Director of theCompany. 599,632,627 99.33 4,024,372 0.67 603,656,999 4,153
7.To re-appoint Mr AnthonyCarmel Lowrie, who 510,965,292 84.64 92,691,707 15.36 603,656,999 4,153
retires in accordance withthe Company’s Bye-Laws,as a Director of theCompany.8.To re-appoint Dr PatrickJohn Bartlett, who retiresin accordance with theCompany’s Bye-Laws, asa Director of theCompany.9.To re-appoint MrAlexander Gordon KelsoHamilton, who retires inaccordance with theCompany’s Bye-Laws, asa Director of theCompany.10. To re-appoint Ms OctaviaMatshidiso Matloa, whoretires in accordance withthe Company’s Bye-Laws,as a Director of theCompany.11. To re-appoint Mr JacquesBreytenbach, who wasappointed as a Director bythe Company’s Board ofDirectors in accordancewith the Company’s Bye-Laws on 19 February2018, as a Director of theCompany.12. To authorise the Directorsof the Company to allotRelevant Securities withinthe meaning of Bye-Law2.4 of the Company’sBye-Laws.Special resolution13. To disapply the pre-emption provisions ofBye-Law 2.5(a) pursuantto Bye-Law 2.6(a)(i) of theCompany’s Bye-Laws. 603,347,697595,257,619603,449,724603,456,070601,139,673601,132,290 99.9598.6199.9799.9799.58 309,3028,399,380207,275204,1792,518,951 0.051.390.030.030.42 603,656,999603,656,999603,656,999603,660,249603,658,624 4,1534,1534,1539032,528
99.58 2,521,534 0.42 603,653,824 7,328

Notes:

  1. Votes "For" and "Against" are expressed as a percentage of votes received.

  2. A "Vote withheld" is not a vote in law and is not counted in the calculation of the votes "For" or "Against" a resolution.

  3. Total number of ordinary shares in issue as at 5pm on 22 November 2018 was 865,336,485.

In accordance with LR 9.6.2R the full text of resolution 13 has been submitted to the National Storage Mechanism and will be available for inspection at www.Hemscott.com/nsm.do.

All resolutions were passed at the Company’s Annual General Meeting today with the requisite majority of votes. However, in respect of resolution 5 (the re-appointment of Adonis Pouroulis as Non-Executive Chairman) we acknowledge that a number of our shareholders did not support this resolution.

As recently highlighted in the announcement regarding the appointment of the two new Independent Non-Executive Directors to the Board, the Nomination Committee is focused on progressing with its three-year succession plan which is in line with Petra’s development from a phase of intensive capital expenditure and expansion to a focus on steady-state operations. In addition, the Company is further reviewing and optimising the composition of the Board, board committees and senior management

structures as well as addressing improving skills and diversity at the higher levels of the business, whilst maintaining continuity and stability.

The Board has made solid progress with its Succession Plan to date and the Company will continue to engage with shareholders and will make further announcements with regards to Board composition later in FY 2019.

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For further information, please contact:

Petra Diamonds, London Telephone: +44 20 7494 8203 Marianna Bowes [email protected] Salisha Ilyas Buchanan Telephone: +44 20 7466 5000 (PR Adviser) [email protected] Bobby Morse

About Petra Diamonds Limited

Petra Diamonds is a leading independent diamond mining group and a consistent supplier of gem quality rough diamonds to the international market. The Company has a diversified portfolio incorporating interests in three underground producing mines in South Africa (Finsch, Cullinan and Koffiefontein) and one open pit producing mine in Tanzania (Williamson). It announced in July 2018 the proposed disposal of its interest in the Kimberley Ekapa Mining JV in South Africa. It also maintains an exploration programme in Botswana and South Africa, which is currently under review.

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 of ca. 290 million carats, which supports the potential for long-life operations.

Petra conducts all operations according to the highest ethical standards and will only operate in countries which are members of the Kimberley Process. The Company 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 the London Stock Exchange under the ticker 'PDL' and is a constituent of the FTSE4Good Index. For more information, visit www.petradiamonds.com.