Petra Diamonds Ltd. — Proxy Solicitation & Information Statement 2023

Oct 10, 2023

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author: "Rupert Rowland-Clark"
date: 2023-10-06 08:54:00+00:00
processor: python-docx+mammoth
status: success

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THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to what action you should take, you are recommended to seek your own financial advice from your stockbroker, solicitor, accountant or other professional adviser or other independent adviser authorised under the Financial Services and Markets Act 2000.

If you have sold or otherwise transferred all of your shares in Petra Diamonds Limited, please forward this document as soon as possible either to the purchaser or transferee or to the person who arranged the sale or transfer so they can pass this document to the person who now holds the shares.

Notice of Annual General Meetingfor the year ended 30 June 2023

Notice is hereby given that the twenty sixth Annual General Meeting (AGM) of Petra Diamonds Limited (incorporated and registered in Bermuda with company registration number EC23123) (the Company) will be held at 9am GMT on 14 November 2023 at One Heddon Street, London, W1B 4BD.

The AGM is being held for the purpose of considering and, if thought fit, passing the following resolutions:

Ordinary Resolutions

Statutory accounts

1. That the Financial Statements of the Company for the year ended 30 June 2023, together with the Reports of the Directors and Auditors (the 2023 Annual Report), be received.

Directors’ Remuneration Policy

1. That the Directors’ Remuneration Policy, as contained in the 2023 Annual Report, be approved.

Directors’ Annual Remuneration Report

1. That the Directors’ Annual Remuneration Report (other than the part containing the Directors' Remuneration Policy) for the year ended 30 June 2023, as contained in the 2023 Annual Report, be approved.

Re-appointment of auditor

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

Authorisation to set auditor’s remuneration

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

Election of Directors

1. That Mr Peter John Hill, who retires in accordance with the Company’s Bye-Laws, be re-elected as a Director of the Company until the next annual general meeting or until the date on which his office is otherwise vacated.
2. That Mr Richard Neil Duffy, who retires in accordance with the Company’s Bye-Laws, be re-elected as a Director of the Company until the next annual general meeting or until the date on which his office is otherwise vacated.
3. That Mr Jacques Breytenbach, who retires in accordance with the Company’s Bye-Laws, be re-elected as a Director of the Company to hold office until the next annual general meeting or until the date on which his office is otherwise vacated.
4. That Ms Varda Shine, who retires in accordance with the Company’s Bye-Laws, be re-elected as a Director of the Company to hold office until the next annual general meeting or until the date on which her office is otherwise vacated.
5. That Mr Bernard Robert Pryor, who retires in accordance with the Company’s Bye-Laws, be re-elected as a Director of the Company to hold office until the next annual general meeting or until the date on which his office is otherwise vacated.
6. That Ms Deborah Jane Gudgeon, who retires in accordance with the Company’s Bye-Laws, be re-elected as a Director of the Company to hold office until the next annual general meeting or until the date on which her office is otherwise vacated.
7. That Ms Alexandra Watson, who retires in accordance with the Company’s Bye-Laws, be re-elected as a Director of the Company to hold office until the next annual general meeting or until the date on which her office is otherwise vacated.
8. That Mr Jon Stephen Dudas, who retires in accordance with the Company's Bye-Laws, be re-elected as a Director of the Company to hold office until the next annual general meeting or until the date on which his office is otherwise vacated.
9. That Ms Hillaren Lerato Molebatsi, who was appointed by the Board in accordance with the Company’s Bye-Laws on 3 April 2023, be elected as a Director of the Company to hold office until the next annual general meeting or until the date on which her 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 issue and allot Relevant Securities (within the meaning of that Bye-Law) up to an aggregate nominal amount of £32,366.96, provided that this authority shall expire at the conclusion of the next annual general meeting 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 issued and 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.

By order of the Board

Peter Hill CBE Chairman
10 October 2023

Registered office: Clarendon House, 2 Church Street, Hamilton HM11, Bermuda
Company registration number: EC23123
Group management office: 15-17 Heddon Street, London, W1B 4BF

These explanatory notes form part of the Notice of AGM.

Notes

Approval of the Directors’ Annual Remuneration Report

Approval of Directors’ Remuneration Policy

Resolution 2

The Directors’ Remuneration Policy sets out the Company’s approach to all elements of the Directors’ remuneration and, for companies incorporated in England and Wales, is required by statute to be approved by shareholders at least every three years.

As a company incorporated in Bermuda, the Company is not required to seek shareholder approval for the Directors’ Remuneration Policy. However, given that the Board remains committed to the highest standards of corporate governance, the Company is submitting the Directors’ Remuneration Policy, as set out on pages 138 to 142 of the 2023 Annual Report, to shareholders for approval on an advisory basis.

Resolution 3

The Company is providing shareholders with the opportunity to cast an advisory vote on the Directors’ Annual Remuneration Report (other than the part containing the Directors' Remuneration Policy). You can find the full Directors’ Annual Remuneration Report on pages 143 to 154] of the 2023 Annual Report. It gives details of the Directors’ remuneration for the year ended 30 June 2023 (FY 2023) and explains how the Company intends to apply the Directors’ Remuneration Policy for the year ending 30 June 2024.

Election and Re-election of Directors

Resolutions 6 to 14 (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, with a retiring Director being eligible for election or re-election. Directors who were appointed by the Board during or after FY 2023 are elected, whilst those already elected are re-elected. Separate resolutions are proposed at the AGM to elect or re-elect the Directors. Biographies of the Directors (the Biographies) are included on pages 84 to 85 of the Company’s 2023 Annual Report and on the Company’s website: https://www.petradiamonds.com/about-us/corporate-governance/board-and-company-secretary/.

A shareholder may request an additional hard or electronic copy of the Biographies by making a written request to Petra Diamonds Limited, 15-17 Heddon Street, London, W1B 4BF, United Kingdom, or by emailing investorrelations@petradiamonds.com.

The Board has considered the individual skills, experience and attributes of each Director and considers that the composition of the Board is well balanced; it therefore recommends the re-appointment of each Director at the AGM. Following the Board and individual Directors’ performance evaluation during FY 2023, the Directors’ performances are assessed to be effective and they continue to demonstrate commitment to their role.

The Directors believe that the election and 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 15

This resolution will, if passed, authorise the Directors to allot Relevant Securities up to a maximum nominal amount of £32,366.96 being 64,733,928 ordinary shares of 0.05 pence each, which represents approximately one-third of the Company’s issued share capital as at 9 October 2023, being the latest practicable date before the publication of this Notice of AGM.

The Investment Association's Share Capital Management Guidelines issued in 2023 supports resolutions which authorise Directors to allot shares which represent two-thirds of a company’s issued share capital, provided that the additional one-third applies to fully pre-emptive offers, so this resolution falls well below that threshold.

As at close of business on 9 October 2023, the Company did not hold any treasury shares.

The authority granted by this resolution will expire on the date of the next annual general meeting 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.

There are no present plans to allot shares other than shares allotted in connection with employee share schemes which may be allotted on a non-pre-emptive basis pursuant to Bye-Law 2.5(c) of the Company’s Bye-Laws. After careful consideration, including considering the views expressed by shareholders, the Directors have decided not to seek authority for the disapplication of pre-emption rights at the AGM as the Company has done in previous years. Although not currently anticipated, should the Company require to allot shares for cash on a non-pre-emptive basis (other than shares allotted in connection with employee share schemes, which may be alloted on a non-pre-emptive basis pursuant to Bye-Law 2.5(c) of the Company’s Bye-Laws) prior to the AGM to be held in 2024, a separate general meeting would be called at which the relevant disapplication of pre-emption resolutions would be put to shareholders.

Recommendation

The Directors consider that the resolutions set out in the Notice of AGM 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.

Further information

Entitlement to attend and proxy appointments

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.

It is intended that voting on all resolutions at the AGM will be conducted on a poll, rather than a show of hands. A poll reflects the number of voting rights exercisable by each member and so the Board considers it a more democratic method of voting, which is increasingly being adopted by a number of listed companies.

In order to reduce costs and minimise the Company’s environmental impact, the Company would encourage members to cast their proxy vote electronically by registering using their unique IVC via the shareholder portal at www.signalshares.com or, for CREST holders, via the CREST Network.

To be valid, any paper form of proxy in relation to certificated shares must be lodged with the Company’s UK branch registrars, Link Group, PXS 1, Central Square, 29 Wellington Street, Leeds, LS1 4DL, United Kingdom (together with the original or notarially certified copy of any power of attorney or other power under which it is executed (if any)) not less than 48 hours (excluding non-working days) before the time appointed for the AGM or any adjournment thereof.

A member entitled to attend and vote at the above meeting may also appoint a proxy online by following the instructions at the online shareholder portal at www.signalshares.com, so as to have been received by the Company’s registrars not less than 48 hours (excluding weekends and public holidays) before the time appointed for the meeting or any adjournment of it. By registering on the Signal Shares portal, you can manage your shareholding, including to:

• change your dividend payment instruction;
• update your address; and
• select your communication preference.

Only those members entered on the register of members of the Company at close of business (UK time) on 10 November 2023 shall be entitled to attend and vote at the AGM in respect of the number of shares registered in their name at that time. Changes to entries on the register of members after close of business (UK time) on 10 November 2023 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 Euroclear UK & International Limited’s (Euroclear) 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) not less than 72 hours (excluding non-working days) before the time appointed for the AGM or any adjournment thereof. For this purpose, the time of receipt will be taken to be the time (as determined by the time-stamp 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 Euroclear 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 Link Group to vote in respect of the holder’s interest.

If you require a paper proxy, please contact our Registrar, Link Group by email at shareholderenquiries@linkgroup.co.uk , or by calling Link Group on +44 (0)371 664 0391. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Link Group is open between 9:00 a.m. to 5:30 p.m. Monday to Friday excluding public holidays in England and Wales. Submission of a proxy vote shall not preclude a member from attending the AGM in respect of which the proxy is appointed or at any adjournment thereof. Unless otherwise indicated on the Form of Proxy, CREST, Proxymity or any other electronic voting instruction, the proxy will vote as they think fit or, at their discretion, withhold from voting.

Any holders of Depository Interests in the Company who do not lodge their voting instructions via the CREST electronic proxy appointment service may request a paper version of the form of direction and submit this together with the power of attorney or other authority (if any) under which it is signed, or a notarially or otherwise certified copy of such power or authority, to Link Group, PXS 1, Link Group, Central Square, 29 Wellington Street, Leeds LS1 4DL, United Kingdom, not later than 72 hours (excluding non-working days) before the time appointed for the meeting.

If you are an institutional investor you may be able to appoint a proxy electronically via the Proxymity platform, a process which has been agreed by the Company and approved by the Registrar. For further information regarding Proxymity, please go to www.proxymity.io. Your proxy must be lodged by not later than 72 hours (excluding non- working days) before the time appointed for the meeting. Before you can appoint a proxy via this process you will need to have agreed to Proxymity’s associated terms and conditions. It is important that you read these carefully as you will be bound by them and they will govern the electronic appointment of your proxy. An electronic proxy appointment via the Proxymity platform may be revoked completely by sending an authenticated message via the platform instructing the removal of your proxy vote.

Issued shares and total voting rights

The total issued share capital of the Company as at 9 October 2023 (being the latest practicable date before the publication of this Notice of AGM) is 194,201,785 ordinary shares, none of which are held in treasury. Therefore, the total number of voting rights in the Company as at 9 October 2023 is 194,201,785.

Directors’ Interests and documents for inspection

The following documents will be available for inspection at the Company’s Group management office at 15-17 Heddon Street, London, W1B 4BF, from the date of this Notice of AGM until the time of the AGM and at the AGM venue itself for at least 15 minutes prior to the AGM until the end of the AGM:

• copies of the service contracts of the Executive Directors of the Company; and
• copies of the letters of appointment of the Non-Executive Directors of the Company.

The 2023 Annual Report is available on the Company’s website at: https://www.petradiamonds.com/investors/results-reports/.