Kenmare Resources : AGM Special Business

KENMARE RESOURCES PLC

RESOLUTIONS PASSED AT ANNUAL GENERAL MEETING HELD ON 10 MAY 2024

SPECIAL BUSINESS

1. To consider and, if thought fit, pass the following resolu on as an ordinary resolu on: That the Directors be and are hereby generally and uncondi onally authorised pursuant to Sec on 1021 of the Companies Act 2014 to exercise all powers of the Company to allot relevant securi es (within the meaning of Sec on 1021 of the Companies Act 2014) up to an aggregate nominal amount equal to €29,742. The authority hereby conferred shall expire at the conclusion of the next annual general mee ng of the Company or, if earlier, 10 August 2025 (unless previously renewed, varied or revoked by the Company in general mee ng) provided that the Company may before such expiry make an offer or agreement which would or might require relevant securi es to be allo ed a er such expiry and the Directors may allot relevant securi es in pursuance of such offer or agreement notwithstanding that the authority hereby conferred has expired.
2. To consider and, if thought fit, pass the following resolu on as a special resolu on: That, subject to the passing of Resolu on 7 above, the Directors be and are hereby empowered pursuant to Sec on 1023 of the Companies Act 2014 to allot equity securi es (within the meaning of Sec on 1023 of the said Act) for cash pursuant to the authority conferred by Resolu on 8 above as if sub-Sec on (1) of Sec on 1022 of the said Act did not apply to any such allotment and provided that this power shall be limited to the allotment of equity securi es:
3. 1. in connec on with any offer of securi es open for any period fixed by the Directors by way of rights issue, open offer or other invita on to, or in favour of, holders of ordinary shares and holders of other equity securi es as required by the rights of those securi es or as the Directors otherwise consider necessary but subject to such exclusions or arrangements as the Directors may deem necessary or expedient to deal with frac onal en tlements or legal, regulatory or prac cal problems under the laws of, or the requirements of any recognised body or stock exchange in, any territory; and
   2. (in addi on to the power conferred by paragraph (a) of this resolu on), up to a maximum aggregate nominal value equal to the nominal value of 5% of the issued ordinary share capital as at the close of business on the date of passing of this resolu on.

The power hereby conferred shall expire at the conclusion of the next annual general mee ng of the Company a er the passing of this resolu on or, if earlier, 10 August 2025 (unless previously renewed, varied or revoked by the Company in general mee ng) save that the Company may before such expiry make an offer or agreement which would or might require equity securi es to be allo ed a er such expiry and the Directors may allot equity securi es in pursuance of such offer or agreement as if the power conferred hereby had not expired.

9. To consider and, if thought fit, pass the following resolu on as a special resolu on:

That the Company and/or any of its subsidiaries (as defined by Sec on 7 of the Companies Act 2014) be and they are hereby generally authorised to make market purchases (as defined in sec on 1072 of the Companies Act 2014) of ordinary shares of €0.001 each in the capital of

the Company ("Shares") on such terms and condi ons and in such manner as the Directors may from me to me determine but subject, however, to the provisions of the Companies Act 2014 and to the following restric ons and provisions:

1. the maximum number of Shares authorised to be purchased pursuant to the terms of this Resolu on shall be such number of Shares whose aggregate nominal value shall equal 10 per cent. of the aggregate nominal value of the issued share capital of the Company as at the close of business on the date of the passing of this Resolu on;
2. the minimum price that may be paid for any Share is €0.001;
3. the maximum price that may be paid for any Share (a "Relevant Share") shall not be more than the higher of:
4. 1. an amount equal to 105 per cent. of the average market value of a Share as determined in accordance with this paragraph (c); and
   2. that s pulated by Ar cle 3(2) of the Commission Delegated Regula on (EU) 2016/1052 (or by any corresponding provision of legisla on replacing that regula on),

where the average market value of a Share for the purpose of sub-paragraph (i) shall be the amount equal to the average of the five amounts resul ng from determining whichever of the following ((1), (2) or (3) specified below) in respect of Shares shall be appropriate for each of the five business days immediately preceding the day on which the Relevant Share is purchased as determined from the informa on published in the Euronext Dublin Daily Official List repor ng the business done on each of those five days:

1. if there shall be more than one dealing reported for the day, the average of the prices at which such dealings took place; or
2. if there shall be only one dealing reported for the day, the price at which such dealing took place; or
3. if there shall not be any dealing reported for the day, the average of the closing bid and offer prices for the day;

and if there shall be only a bid (but not an offer) price or an offer (but not a bid) price reported, or if there shall not be any bid or offer price reported, for any par cular day, that day shall not be treated as a business day for the purposes of this paragraph (c); provided that, if for any reason it shall be impossible or imprac cable to determine an appropriate amount for any of those five days on the above basis, the Directors may, if they think fit and having taken into account the prices at which recent dealings in such shares have taken place, determine an amount for such day and the amount so determined shall be deemed to be appropriate for that day for the purposes of calcula ng the maximum price; and if the means of providing the foregoing informa on as to dealings and prices by reference to which the maximum price is to be determined is altered or is replaced by some other means, then the maximum price shall be determined on the basis of the equivalent informa on published by the relevant authority in rela on to dealings on the Irish Stock Exchange (trading as Euronext Dublin) or its equivalent;

1. the authority conferred by this Resolu on shall include authority to make overseas market purchases (as defined by Sec on 1072 of the Companies Act 2014) of Shares on the London Stock Exchange, provided that (1) any such purchase shall be subject to any requirements of the laws of the United Kingdom of Great Britain and Northern Ireland as shall apply thereto and (2) the maximum price which may be paid for any Shares so purchased shall be the higher of:
2. 1. five per cent. above the average of the closing prices for the Shares as derived from the London Stock Exchange Daily Official List for the five business days preceding the date of purchase; and
   2. the higher of the price of the last independent trade and the highest current

independent bid on the London Stock Exchange at the	me the purchase is carried out,
provided that, if the means of providing the foregoing informa	on as to dealings and prices by

reference to which the maximum price is to be determined is altered or is replaced by some other means, then a maximum price shall be determined on the basis of the equivalent

informa on published by the relevant authority in rela on to dealings on the London Stock Exchange or its equivalent; and

1. the authority hereby conferred shall expire at the close of business on the date of the next annual general mee ng of the Company or the date 18 months a er the passing of this Resolu on (whichever shall be the earlier) but the Company or any subsidiary may before such expiry enter into a contract for the purchase of Shares which would or might be wholly or partly executed a er such expiry and may complete any such contract as if the authority conferred hereby had not expired.

10. To consider and if thought fit to pass the following resolu on as a special resolu on:

That:

1. for the purposes of sec ons 109 and 1078 of the Companies Act, 2014, the re-allotment price range at which any treasury shares (as defined by the said Companies Act 2014) for the me being held by the Company may be re-allo ed off-market as ordinary shares shall be as
   follows:

1. the maximum price at which a treasury share may be re-allo ed off-market shall be an amount equal to 120 per cent. of the Appropriate Price; and
2. the minimum price at which a treasury share may be re-allo ed off-market shall be the nominal value of the share where such share is re-allo ed under an employees' share scheme (as defined by Sec on 64 of the Companies Act 2014) operated by the Company and, in all other cases, shall be an amount equal to 95 per cent. of the Appropriate Price;

1. for the purposes of this Resolu on the expression "Appropriate Price" shall mean the average of the five amounts resul ng from determining whichever of the following ((i), (ii) or

1. specified below) in respect of ordinary shares of €0.001 each of the Company shall be appropriate for each of the five business days immediately preceding the day on which such treasury share is re-allo ed, as determined from informa on published in the Euronext Dublin Daily Official List repor ng the business done on each of those five business days:

1. if there shall be more than one dealing reported for the day, the average of the prices at which such dealings took

place; or

1. if there shall be only one dealing reported for the day, the price at which such dealing took place; or
2. if there shall not be any dealing reported for the day, the average of the closing bid and offer prices for the day:

and if there shall be only a bid (but not an offer) price or an offer (but not a bid) price reported, or if there shall not be any bid or offer price reported, for any par cular day, then that day shall not be treated as a business day for the purposes of this paragraph (b); provided that if for any reason it shall be impossible or imprac cable to determine an appropriate amount for any of those five days on the above basis, the Directors may, if they think fit and having taken into account the prices at which recent dealings in such shares have taken place, determine an amount for such day and the amount so determined shall be deemed to be appropriate for that day for the purposes of calcula ng the Appropriate Price; and if the means of providing the foregoing informa on as to dealings and prices by reference to which the Appropriate Price is to be determined is altered or is replaced by some other means, then the Appropriate Price shall be determined on the basis of the equivalent informa on published by the relevant authority in rela on to dealings on the Irish Stock Exchange (trading as Euronext Dublin) or its equivalent; and

1. the authority hereby conferred shall expire at the close of business on the date of the next annual general mee ng of the Company or on the date 18 months a er the passing of this Resolu on (whichever shall be earlier).