Result of AGM
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| 13 November 2024 | LSE: PDL |
Petra Diamonds Limited
(Petra or the Company)
Results of Annual General Meeting
Petra Diamonds Limited announces that, at its Annual General Meeting (AGM) held earlier today, all resolutions set out in the revised Notice of AGM put to the AGM were passed by the requisite majority.
The full text of each resolution is contained in the revised Notice of AGM, which is available on the Company's website at https://www.petradiamonds.com/investors/shareholders/meetings/.
Each of the resolutions put to the Annual General Meeting was voted on by way of a poll and the results are set out below. Resolution 5 was withdrawn prior to the AGM as Ms Shine did not offer herself up for re-election as a Director of the Company, as announced on 11 November 2024.
| Resolutions | Votes for (incl discretionary) | % of Votes cast | Votes against | % of Votes Cast | Total Votes Cast | Total Votes Withheld |
|---|---|---|---|---|---|---|
| ORDINARY RESOLUTIONS | ||||||
| To receive the Financial Statements of the Company for the year ended 30 June 2024, together with the Reports of the Directors and Auditors (the Annual Report ). | 142,248,410 | 100.00% | - | 0.00% | 226 | 142,248,410 |
| To approve the Directors’ Annual Remuneration Report for the year ended 30 June 2024, as contained in the Annual Report. | 142,246,798 | 100.00% | 1,612 | 0.00% | 226 | 142,248,410 |
| To re-appoint BDO LLP as auditors to hold office until the conclusion of the next AGM of the Company. | 113,210,509 | 79.59% | 29,037,944 | 20.41% | 183 | 142,248,227 |
| To authorise the Directors of the Company to fix the remuneration of the auditors. | 142,243,390 | 100.00% | 5,063 | 0.00% | 183 | 142,248,227 |
| To re-elect Ms Varda Shine who retires in accordance with the Company’s Bye-Laws, as a Director of the Company. | RESOLUTION WITHDRAWN | |||||
| To re-elect Mr Richard Neil Duffy, who retires in accordance with the Company’s Bye-Laws, as a Director of the Company. | 113,173,930 | 79.56% | 29,074,502 | 20.44% | 204 | 142,248,432 |
| To re-elect Mr Bernard Robert Pryor, who retires in accordance with the Company’s Bye-Laws, as a Director of the Company. | 142,073,611 | 99.88% | 174,821 | 0.12% | 204 | 142,248,432 |
| To re-elect Ms Deborah Gudgeon, who retires in accordance with the Company’s Bye-Laws, as a Director of the Company. | 142,060,673 | 99.87% | 187,759 | 0.13% | 204 | 142,248,432 |
| To re-elect Ms Hillaren Lerato Molebatsi, who retires in accordance with the Company’s Bye-Laws, as a Director of the Company. | 142,073,354 | 99.88% | 175,078 | 0.12% | 204 | 142,248,432 |
| To elect Mr José Manuel Vargas who was appointed by the Company’s Board of Directors in accordance with the Company’s Bye-Laws from 1 January 2024, as a Director of the Company. | 142,207,835 | 99.97% | 40,597 | 0.03% | 204 | 142,248,432 |
| On an advisory basis, to support the appointment of Mr Amre Youness as a Board Observer from 1 May 2024, entitling him to attend but not vote at Board meetings. | 141,662,455 | 99.63% | 528,402 | 0.37% | 57,779 | 142,190,857 |
| On an advisory basis, to support the appointment of Ms Alexandra Watson as a Board Observer from 17 February 2024, entitling her to attend but not vote at Board meetings. | 84,795,129 | 59.63% | 57,395,728 | 40.37% | 57,779 | 142,190,857 |
| To amend Bye-law 82.1 of the Company’s Bye-laws by deleting and substituting it with the amended Bye-law set out in the revised Notice of AGM. | 116,013,540 | 81.59% | 26,177,349 | 18.41% | 57,747 | 142,190,889 |
Notes:
The Board notes that although resolutions 3, 6, 12 and 13 passed, these resolutions had a significant number of votes cast against them. The Board will continue its ongoing dialogue with Shareholders and consult as appropriate to fully understand any concerns in relation to these resolutions. In accordance with provision 4 of the 2018 UK Corporate Governance Code, the Board shall provide an update on these engagements within six months of the AGM.
As set out in the Company's announcement on 11 November 2024, Varda Shine did not offer herself up for re-election as a Director at the AGM and therefore ceased to be Chair of the Board as well as the Nomination and Investment Committees immediately following the conclusion of the AGM today. At the time at which that announcement was made, over 99% of votes cast were in favour of Ms Shine’s re-appointment. As also set out in that announcement, José Manuel Vargas has been appointed Chair of the Board and Chair of the Investment Committee, with effect from the conclusion of the AGM today. Bernard Pryor, Senior Independent Director and Chair of the Remuneration Committee, will become Chair of the Nomination Committee.
~ Ends ~
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