Kenmare Resources : Notice of AGM 2023

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

If you are in any doubt as to the action you should take, you are recommended to seek your own financial advice immediately from an independent financial adviser being, if you are resident in Ireland, an organisation or firm authorised under European Union (Markets in Financial Instruments) Regulations 2017 or the Investment Intermediaries Act 1995 (as amended) or, if you are resident in the United Kingdom, an organisation or firm authorised pursuant to the Financial Services Market Act, 2000 of the United Kingdom or, if you are not so resident, from another appropriately authorised independent financial adviser.

If you have sold or otherwise transferred all your shares in Kenmare Resources plc, please forward this document together with the form of proxy to the purchaser or transferee or to the stockbroker, bank or other agent through or by whom the sale or transfer was effected, for delivery to the purchaser or transferee.

LETTER FROM THE CHAIRMAN

AND NOTICE OF

ANNUAL GENERAL MEETING

Notice of the Annual General Meeting of Kenmare Resources plc ("AGM") to be held on 11 May 2023 at 12:00 p.m. at The Westbury Hotel, Balfe Street, Dublin 2 is set out in this document.

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PART I

LETTER FROM THE CHAIRMAN

Kenmare Resources plc, 4th Floor, Styne House, Hatch Street Upper, Dublin 2, D02 DY27, Ireland

1. [phone] E: [e-mail]
2. 1. www.kenmareresources.com

To the Shareholders,

Kenmare Resources plc ("Kenmare" or the "Company")

19 April 2023

Notice of Annual General Meeting

Dear Shareholder

I enclose for your attention Notice of the Annual General Meeting of Kenmare to be held on 11 May 2023 at The Westbury Hotel, Balfe Street, Dublin 2 at 12.00 p.m. I hope that you can join us and look forward to meeting with you then.

The Resolutions to be proposed at the forthcoming AGM are set out in the Notice of AGM on pages 6 to 8 of this document, with further explanatory notes set out on pages 9 to 11.

I would like to draw your particular attention to the following items of business in the Notice of AGM.

Election and re-election of Directors

In line with Kenmare's commitment to best practice in corporate governance, all of the Directors will retire at the AGM and will offer themselves for election or re-election by the shareholders.

A number of important changes to the composition of the Board took place during the year.

Steven McTiernan, Tony McCluskey and Sameer Oundhakar stepped down, and I would like to thank them sincerely for their important contributions to Kenmare's success in recent years. As you know, I assumed the role of Chairman following Steven's departure and would like to thank Steven for his advice and support during the transition. I would also like to acknowledge Tony's tremendous contribution to Kenmare. Alongside Michael Carvill, he led the Company from the exploration phase through to mine development and onto expansion and his dedication to the role was unwavering through his tenure.

With effect from 26 September 2022, Tom Hickey was co-opted to the Board and appointed as Financial Director. Tom brings significant financial and natural resources experience to Kenmare, having served for 15 years as Executive Director of various public companies, including eight years as Chief Financial Officer of the African and South American-focused oil and gas producer Tullow Oil plc. He has a Bachelor of Commerce degree and a Diploma in Professional Accounting, both from University College Dublin, and he is a Fellow of the Irish Institute of Chartered Accountants.

On 25 January 2023, Issa Al Balushi was appointed as a Director, having been nominated by African Acquisition S.à.r.l. ("AAS") Kenmare's largest investor. Issa is a Manager in Economic Diversification Investments at Oman Investment Authority ("OIA") (which controls AAS), has over 10 years of experience in the financial industry and investment and has worked as a portfolio manager for several international and national OIA assets. Issa holds a Master's degree in Financial Analysis from UNSW, Sydney and a Bachelor of Science, Finance from SQU, Muscat.

These two most recent appointments have brought enhanced financial and markets experience as well as additional ethnic diversity and wide geographical experience to the Board and we were delighted to welcome them to the Board. The current composition of the Board provides an overall balance of experience, skills and knowledge necessary to create long-term sustainable value for the Company and its stakeholders and would meet the recommendations of the Parker review and the Hampton-Alexander review regarding Board ethnic and gender diversity respectively, were they applicable to the Company.

In line with Kenmare's Articles of Association, both Tom and Issa will offer themselves for election at the AGM, and I recommend them for election by shareholders to the Board.

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Attendance & Voting

To facilitate shareholder communication, the AGM will be broadcast by conference call. Shareholders will be able to access the call using the numbers below:

Republic of Ireland:

Local: [phone]

Toll-Free: [phone]

UK:

Local: [phone]

Toll-Free: [phone]

USA:

Local: [phone]

Toll-Free: [phone]

While there will be an opportunity to ask questions on the day, Shareholders who wish to submit questions at the AGM, may wish to do so in advance by emailing [e-mail] before 12 noon on 9 May 2023.

This year voting will be done by way of a poll - a written vote - on each of the resolutions put to the meeting. This allows you the opportunity to participate in the decision-making of the Company and have your votes recorded in proportion to the number of shares you hold.

Your participation at the AGM is important to the Company, and I would encourage every shareholder to take part in the meeting either by attending the AGM or, if you are not able to attend, by completing and returning a form of proxy or making an electronic proxy appointment. The appointment of a proxy will not prevent a member attending the AGM and voting in person if the member wishes to do so.

Recommendation

The Board believes that all the proposals set out in the Notice of AGM are in the best interests of the Company and its shareholders as a whole, and unanimously recommends that you vote in favour of the Resolutions, as the Directors intend to do in respect of their own beneficial holdings of shares in the Company.

Yours faithfully,

Andrew Webb

Chairman

Directors: Andrew Webb (Chairman), Issa Al Balushi, Michael Carvill, Mette Dobel, Elaine Dorward-King, Clever Fonseca, Thomas Hickey,

Graham Martin, Deirdre Somers. Secretary: Chelita Healy

Registered Office: 4th Floor, Styne House, Hatch Street Upper, Dublin 2, D02 DY27, Ireland. Registered No. 37550. Registered in Dublin, Ireland

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PART II

NOTES ON THE RESOLUTIONS

Resolution 1: Financial Statements, Directors' Report and Auditor's Report

The Directors will present the report and accounts of the Company for the year ended 31 December 2022. A full copy of the Annual Report is available on www.kenmareresources.com.

Resolutions 2 and 7: Remuneration Report and Remuneration Policy

Shareholders are being asked to consider the Remuneration Committee Report and the Annual Report on Remuneration for the year ended 31 December 2022. The reports are contained in the Annual Report which is available on www.kenmareresources.com. This is an advisory resolution that is not binding on the Company and is being put to shareholders in accordance with section 1110N of the Companies Act 2014.

As the Directors' Remuneration Policy was last approved by shareholders at the 2020 AGM, we are also asking shareholders to consider the proposed new Directors' Remuneration Policy as set out in detail on pages 135 to 145 of the 2022 Annual Report.

As an Irish incorporated company, the Directors' Remuneration Policy complies with the requirements of the Companies Act 2014 and, on a voluntary basis, with the regulations set out in the UK's Large and Medium-sized Companies and Groups (Accounts and Report) Regulations 2008 (as amended). In accordance with the Companies Act 2014, the vote on the policy at the Company's forthcoming AGM will be advisory only, and not binding, but if the policy is not approved by that advisory vote, the current policy will continue to apply and the Company will prepare a revised remuneration policy and hold an advisory vote in respect of that revised policy at the following general meeting. The Board will take due notice of shareholder feedback on the policy and it is the Board's intention to operate in line with the approved policy. The Company would seek a further advisory vote from its shareholders should the current policy change or, if earlier, in three years' time.

Resolution 3: Dividend

The Board is recommending a final dividend of USc43.33 per share on the Ordinary Shares in issue in the capital of the Company in respect of the year ended 31 December 2022. This is in addition to the interim dividend of USc10.98 per share paid in October 2022. Subject to approval by shareholders at the AGM, the final dividend will be paid on 19 May 2023 to shareholders registered on the record date, 14 April 2023.

Resolution 4: Re-election & Election of Directors

In line with Kenmare's commitment to best practice in corporate governance, all of the Directors will retire at the AGM and offer themselves for election or re-election by the shareholders.

The performance of the Board is reviewed annually. The recent internal evaluation found that each of the Directors has made a substantial contribution to the leadership and governance of the Company during the year. Details of this internal Board evaluation are set out on page 99 of the 2022 Annual Report. A biography of each of the Directors standing for re-election and election is set out on pages 86 and 87 of the 2022 Annual Report and on our website at www.kenmareresources.com. The Directors' broad range of skills, qualification and experience continue to be important to the Company's long-term sustainable success.

Resolution 5: Auditor's Remuneration

Resolution 5 authorises the Directors to fix the remuneration of the auditor for the year ending 31 December 2023.

Resolution 6: Notice for meetings

Resolution 6 is a special resolution and authorises the Directors to call a general meeting on not less than 14 days' notice. This shortened period will not be applicable to an Annual General Meeting or to a meeting convened to pass a special resolution and will expire at the conclusion of the next annual general meeting. As a matter of policy, the 14 day notice period will only be utilised where the Directors believe that it is merited by the business of the meeting and the circumstances surrounding the business.

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Resolution 8: Allotment of Shares

At the annual general meeting of the Company held in 2022, shareholders gave the Directors a general authority under Section 1021 of the Companies Act, 2014 to allot shares. That authority will expire at the conclusion of the forthcoming Annual General Meeting. Shareholders are therefore being asked to renew the Directors' authority to allot shares in the Company.

Resolution 8 is an ordinary resolution and proposes to authorise the Directors to issue shares up to an aggregate nominal value of €31,609. This represents approximately 33⅓% of the Ordinary Shares in issue (at the latest practicable date before publication of this Circular). This authority will expire at the conclusion of the next annual general meeting of the Company or, if earlier, 11 August 2024 (unless previously renewed, varied or revoked by the Company in general meeting). The Directors have currently no intention to issue shares pursuant to this authority except pursuant to awards made under the Kenmare Resources plc Restricted Share Plan 2017 (as amended). There are no treasury shares in issue.

Resolution 9 (special resolution): Disapplication of pre-emption rights

The power given to the Directors at the 2022 annual general meeting to allot shares for cash otherwise than in accordance with statutory pre-emption rights also expires at the conclusion of the forthcoming AGM.

Resolution 9 is a special resolution and empowers the Directors to allot shares and other equity securities in the Company for cash without first offering them to existing shareholders in proportion to their holdings. This power is limited to shares having an 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 the AGM and will expire at the conclusion of the next annual general meeting of the Company after the passing of this resolution or, if earlier, 11 August 2024 (unless previously renewed, varied or revoked by the Company in general meeting).

The Pre-emption Group's Statement of Principles, as updated in November 2022, supports the annual disapplication of pre-emption rights in respect of issues of shares and other equity securities for cash up to an aggregate of 10% of the issued ordinary capital.

The Directors currently have no intention to allot such shares at the present time and will exercise this power only if they consider this to be in the best interests of shareholders generally at that time.

Resolution 10 (special resolution): Authority to make market purchases of the Company's own shares

At the annual general meeting of the Company held in 2022, shareholders gave the Directors a general authority to make market purchases (as defined in section 1072 of the Companies Act 2014). That authority will expire at the conclusion of the forthcoming Annual General Meeting. Shareholders are therefore being asked to renew this authority.

Resolution 10 is a special resolution and proposes to renew the Company's authority to make market purchases of up to 10% of its own shares. The authority would only be exercised if market conditions make it advantageous to do so and if the Directors were to consider that such purchases would be in the best interests of shareholders. The authority being sought under this resolution would permit any shares so purchased either to be cancelled or held as treasury shares. The authority, if given, will not oblige any shareholder to sell his or her shares in the Company.

Resolution 10 sets out the minimum and maximum prices which may be paid.

There were outstanding, at the latest practicable date prior to publishing this Circular, options to subscribe for 2,660,015 Ordinary Shares, representing approximately 2.81% of the Company's issued share capital at that date. If the repurchase authority were to be exercised in full, the shares subject to these options would represent approximately 3.12% of the Company's issued share capital.

Resolution 11 (special resolution): Authority to reissue Ordinary Shares

The approval of the price range at which the Company may re-issue treasury shares also expires at the conclusion of the forthcoming Annual General Meeting.

Resolution 11 is a special resolution and proposes to approve the price range at which any treasury share (that is, a share of the Company purchased and held by the Company rather than being cancelled) may be reissued other than on Euronext Dublin. The maximum and minimum prices at which such a share may be reissued are, generally, 120% and 95%, respectively, of the average market price of a share calculated over the five business days immediately preceding the date of such reissue. As at the date of this notice, the Company held no Ordinary Shares as treasury shares.

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