Petra Diamonds Ltd. — Share Issue/Capital Change 2021

Nov 30, 2021

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author: "Jane Kirton"
date: 2021-11-30 09:17:00+00:00
processor: python-docx+mammoth
status: success

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PETRA DIAMONDS LIMITED

Ordinary Resolution passed at the twenty fourth Annual General Meeting of Petra Diamonds Limited (incorporated and registered in Bermuda under company registration number EC23123) held at 9.00 GMT on 19 November 2021 at the offices of Ashurst LLP, London, Fruit & Wool Exchange, 1 Duval Square, London, E1 6PW, United Kingdom

Share Consolidation

1. That subject to and conditional upon the admission of the New Ordinary Shares (as defined below) to the Official List of the Financial Conduct Authority and to trading on the London Stock Exchange’s Main Market for listed securities becoming effective:

(a) every 50 ordinary shares of 0.001 pence each in the capital of the Company (the "Existing Ordinary Shares") in issue at 5:30 p.m. on 26 November 2021 (or such later date as the Directors may determine and communicate to shareholders via an appropriate announcement to a Regulatory News Service) be and are hereby consolidated into one ordinary share of 0.05 pence each in the capital of the Company (each a "New Ordinary Share"), such shares having the same rights and being subject to the same restrictions (save as to nominal value) as the Existing Ordinary Shares in the capital of the Company as set out in the Company's current Bye-Laws, provided that where such consolidation results in any member being entitled to a fraction of a New Ordinary Share, such fraction shall, so far as possible, be aggregated with the fractions of a New Ordinary Share to which other members of the Company may be entitled and the Directors be and are hereby authorised to (i) sell (or appoint any other person to sell), on behalf of the relevant members, all the New Ordinary Shares representing such fractions at the best price reasonably obtainable to any person (including the Company) or (ii) donate all the New Ordinary Shares representing such fractions to a charity of the Board's election. For the purposes of implementing any such sale or donation: (x) any Director (or any person appointed by the Directors) shall be and is hereby authorised to execute an instrument of transfer in respect of such fractions on behalf of the relevant members and to do all acts and things the Directors consider necessary or expedient to effect the transfer of such fractional entitlements to, or in accordance with the directions of, any transferee of any such fractional entitlements; and (y) in respect of any sale, any Director (or any person appointed by the Directors) shall be and is hereby authorised to donate any proceeds

of such sale (net of expenses) to a charity of the Board's election; and

(b) every 50 authorised but unissued Existing Ordinary Shares as at 5:30 p.m. on 26 November 2021 (or such later date as the Directors may determine and communicate to shareholders via an appropriate announcement to a Regulatory News Service) be and are hereby consolidated into one New Ordinary Share, such that each authorised but unissued ordinary share in the capital of the Company shall have the same nominal value, and form part of the same class, as the New Ordinary Shares.